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Maguire Properties, Inc. (NYSE:MPG-OLD)

Q1 2010 Earnings Call

May 11, 2010 11:00 am ET

Executives

Peggy Moretti – Investor Relations

Nelson C. Rising – President, Chief Executive Officer & Director

Shant Koumrigian – Chief Financial Officer & Executive Vice President

Analysts

Jordan Sadler – Keybanc Capital Markets

John Guinee – Stifel Nicolaus & Company, Inc.

[Brian Gingerly – BAM]

[Jim Lanet] – Frontpoint

Susan Kim – Credit Suisse

Charles Fisher – LS Partners

Michael Knott – Green Street Advisors

Gordon Watson – Ore Hill Partners

Operator

Welcome to the MPG Office Trust conference call. At this time all participants are in listen only mode. Later we will conduct a question and answer session. (Operator Instructions) As a reminder, this call is being recorded today, May 11, 2010. I would now like to turn the conference over to Ms. Peggy Moretti of MPG Office Trust.

Peggy Moretti

During the course of today’s call management will make forward-looking statements regarding among other things, projected 2010 results of operations, leasing, competitive conditions, financing and cash. The company’s projections are affected by many factors outside of its control. For a discussion of such factors, please refer to the company’s most recent annual report on Form 10K under caption risk factors.

The forward-looking statements on today’s call are based on the company’s current expectations. MPG Office Trust does not intend to update these statements prior to our next quarterly earnings release and we expressly disclaim any obligation to make any such updates. Our supplemental package along with information required under SEC Regulation G may be accessed in the investor relations section of the MPG Office Trust website at www.MPGOffice.com.

Now, I’d like to turn the call over to Nelson Rising.

Nelson C. Rising

I am extremely pleased to report that our net income per share available to common shareholders for the first quarter 2010 was $18.6 million or $0.38 per share compared to a net loss of $53.9 million or $1.13 per share for the first quarter of 2009. This is the first time the company has reported positive net income since the fourth quarter of 2007. I am also pleased to note that cash net operating income less G&A, property cap ex, tenant improvements and leasing commissions was positive for the first quarter. Shant will review these results in much more detail after I finish my initial comments.

We’ve been making steady progress with our liquidity over the past several quarters. At March 31, 2010 we had total cash on hand at $203.8 billion of which $112.6 million was restricted for designated purposes and $91.2 million was unrestricted and available for general corporate purposes. Our unrestricted cash balance at April 30, 2010 had increased to $92.8 million.

I’d like to spend just a few minutes discussing our debt maturities. During the quarter, we made significant progress in dealing with six loans with an aggregate loan balance of approximately $345 million. The construction loan secured by our building located at 2385 Northside Drive in San Diego was scheduled to mature August 6th of this year. This building was sold in March 2010 and the proceeds net of transaction costs were used to pay the loan and thereby eliminating a $4 million repayment guarantee by the company.

The $109 million mortgage loan secured by Brea Corporate Place and Brea Financial Commons matured on May 1, 2010. We have been granted an extension of this loan until May 1, 2011. No cash pay down was required to extend this loan since we met leasing and occupancy requirements for the extension. The construction loan secured by 207 Good in Glendale matured on May 1, 2010. On May 6th we made a principle payment of $9.7 million. In exchange for this payment, the loan was extended to August 1, 2010 and the lender agreed to eliminate our principle payment guarantee. We are now marketing the asset and the maturity date can be further extended to November, 2010 under certain circumstances.

The construction loan secured by 17885 Von Karman in Irvine matures June 30, 2010 and we have a repayment guarantee of $6.7 million. We are currently in advanced discussion with the lender on this loan and are optimistic that a positive result will be achieved. In March we disposed of Griffin Towers located in Santa Ana for $89.4 million. That was net of transaction costs which were combined with $6.5 million of restricted cash reserves released to us by the lender to partially repay the $125 million loan. We were relieved of obligations to repay the remaining $49.1 million due under the mortgage and senior mezzanine loans by the lender. The lender also agreed to convert the existing repurchase facility in to a term loan.

With respect to leasing, at the end of the first quarter the occupancy for the downtown Los Angeles and Tri City portfolios was approximately 84%. During the first quarter we completed new leases and renewals totaling approximately 50,000 square feet including the pro rata share of our joint venture properties. It is our sense that there is increased interest in leasing space in downtown Los Angeles. There are a growing number of tenants looking for space and this has resulted in an increased number of property tours by our leasing team.

Smaller firms appear to be more confident about their futures and some are looking for 10 year lease terms rather than five years. It’s still too early to say that we’ve hit bottom and things are going to improve but the key has always been in my experience that the office sector will flourish with job growth and the job growth numbers for the past four months of 2010 have been extremely encouraging.

I’d also like to discuss briefly the fact that our board of directors has decided to change our name to MPG Office Trust. The new name incorporates the company’s New York Stock Exchange Symbol, eliminates continued confusion the former name had created in the marketplace and I think more accurately represents what the company is doing today. The management employees of MPG Office Trust are enthusiastic about the branding initiative which includes a new name and corporate logo and effectively articulates a message to all MPG Office Trust stakeholders.

With that we are going to open up for questions and in that context Shant will be able to expand on some of the points I made.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Jordan Sadler – Keybanc Capital Markets.

Jordan Sadler – Keybanc Capital Markets

Could you just update us on the properties that are in default, the status there and the most recent expectation of what will unfold there and any expected recourse or pay down obligations that may arise out of that? Then also anything else that’s been teed up for sale? I think Mission City is classified as held for sale and anything else you’ve got going on?

Nelson C. Rising

Certainly, let’s start with the six assets on which we defaulted. There are no additional obligations for payment under those six loans. With respect to 2600 Michelson, that now has a receiver in place. With respect to Pac Arts Plaza there is a receiver in place on that asset. With respect to Park Place II it is being offered for sale directly and the sales negotiations are proceeding apace. There are three loans with CW Capital. We are in the process of negotiating the terms and I am optimistic we will have those in the receiver in a matter of a few weeks. That takes care of those six.

With respect to Mission, as you know we’ve sold Northside which was parcel D of the Mission property. The A, B and C parcels are under contract and we expect that to close in the next few weeks.

Operator

Your next question comes from John Guinee – Stifel Nicolaus & Company, Inc.

John Guinee – Stifel Nicolaus & Company, Inc.

Just looking at quick sources and uses Shant because I know you’ve got this on your fingertips, you’ve got cash plus restricted cash of $229 million, $91 is cash, $138 is restricted cash but then you also have in your mind how much of that is true free cash. Can you provide that number? Then, if I look at the other side of the equation, post quarter end a $6.7 million pay down expected on 17885 Von Karman, $9.7 million pay down on 207 Good, Griffin this year and next year will be a $22.5 and then I think there is also a pay down, a rebalance expected on Plaza Las Fuentes. Can you walk that whole sources and uses for us?

Shant Koumrigian

Like you did say, we have $91.2 million of unrestricted cash as of March 31st. We have $112.6 million of restricted cash for assets that are not in default. The number John that you referred to included assets that are in default and of course we don’t have access to those reserves. Of that $112.6 million of restricted cash there is $38.5 million in swap collateral which is collateral for our $425 million swap that we have on KPMG Tower and there is about $22 million in leasing reserves. Of that amount $9 million is Orange County, primarily 3800 Chapman and Brea, a little bit of reserves at City Tower. The rest, $13 million, $10 of it is in downtown LA. About $3 million is in the Tri-Cities.

We have a few million in capital expenditure reserves which are in the downtown LA projects primarily and then we have about $1.5 million in interest reserves all at the Brea Campus in Orange County. So that is our restricted cash that we view as sources of cash that will come back to us over the next several years.

Specifically for leasing reserves of the $12 million leasing reserves in downtown LA and the Tri-Cities, those reserves are sufficient enough to pay for the most part any outstanding leasing reserves we have as of March 31st. There’s probably $3 to $5 million left over for additional leasing and as we said in prior calls going forward we’re looking to property operating cash flow as well as unrestricted cash to fund leasing reserves. So, that’s our cash position as of the quarter.

As Nelson mentioned in his comments, for the current quarter again cash from operations and the way we define that is cash NOI, less cash interest, less cash G&A, money spent on capital expenditures, tenant improvements and leasing commission were slightly positive for our core portfolio so that would exclude the assets that are in default which we are no longer funding and excluding assets that are held in discontinued operations and that we sold during the quarter.

For the rest of the year we’ve got some large uses of cash primarily related to financing and if we track through them for two constructions loans that we have coming due Von Karman which is in Irvine, there’s a $6.7 million repayment guarantee, for 207 Good there is a $10 million repayment guarantee. We have a $7.3 million payment on our term loan which was the previous repurchase facility for Griffin Tower. Then again, we do have a rebalancing payment coming up on our PLF loan later on in the year.

Picking up on each of those individually, for 207 Good, we did come to an agreement with our lender where we settled the repayment guarantee at approximately $10 million. In connection with that arrangement, we’ve agreed to market the asset for sale. We are already out in the marketplace today. To the extent that we meet certain conditions we’ll have an additional three month extension. So the original extension is three months to August 1st. To the extent we meet certain conditions we can extend the loan further.

At this point, as long as we market the assets for sale in accordance with our agreement with the lender, our recourse payment is limited to $10 million. To the extent that sales proceeds exceed a certain amount we have the ability to participate in some of the proceeds as well so at this point the $10 million is fixed and potentially we can improve on that number through participation and sale proceeds.

In terms of Von Karman as Nelson mentioned, we are in advanced discussions to settle that obligation with our lender. The maximum exposure is $6.7 million. You should assume that as the worse. As far as a range, our expectation is we would hopefully settle it for less than that, a range I would put in the $3.5 million to $5 million range. But again, the maximum exposure is $6.7 million.

The former Griffin Tower term loan, that is a contractual payment. We have that budgeted and we will make that payment. In terms of the PLF extension later on in the year we do have a 53% loan-to-value test. At the time the debt was put in place, the asset on a combined basis was appraised at $200 million. Obviously it’s not there today. A significant deterioration in NOI at the hotel but based off of current underwriting standards, the potential pay down can be somewhere between $7.5 million and $15 million depending on the value of the hotel quite frankly. Those are the major obligations coming up in the latter half of the year John.

Operator

Your next question comes from [Brian Gingerly – BAM].

[Brian Gingerly – BAM]

If you go back to the third quarter and fourth quarter call, the organic funds used quarter-to-quarter were at that time trending at about $5 million per quarter effectively negative and the guidance was you thought you could get to sort of breakeven to slightly positive by around now I guess. As part of that cash equation which you just outlined, how much are you sort of modeling in for sort of cash burn versus neutral versus cash generated from operations between now until the end of the year?

Nelson C. Rising

For the first quarter we were slightly positive $1 or $2 million and then Shant can you tell us what you think is going to happen for the balance?

Shant Koumrigian

For the first quarter we were positive by several million. We’ll likely have a similar results in the second quarter. The quarterly driver of that burn number is leasing and how much money we do deploy and how successful we are in leasing. As move in to the latter half of the year we do have a large lease that is expiring, Pacific Enterprises at US Bank Tower. Currently we’re optimistic that we’ll be able to renew and retain slightly less than half of the sub tenants that are in that space. In connection with any new leasing there will be some downtime, free rent and T&I build out periods that will incur in the latter half of the year.

So while we’re positive today, as we move in to the latter part of the year we probably go breakeven to slightly negative. To the extent we’re successful in disposing additional assets that are generating negative cash flow you’ll get a little bit of a pickup. The main user of cash from an operating perspective the latter half of the year will be leasing costs and a lot of those costs are now starting to be focused on 2011 renewals and positive absorption to the extent we can lease some space.

Operator

Your next question comes from [Jim Lanet] – Frontpoint.

[Jim Lanet] – Frontpoint

I was wondering if you might be able to help me understand your thinking around dealing with the preferreds?

Nelson C. Rising

Let me go back and put that in context. We put out a notice the other day for our annual common shareholder meeting and that meeting will take place on June 30th. That will be a meeting that will not involve the preferred shareholder issue that you’re alluding to. The procedures for election of directors by the preferred shareholders are different than they are for the election of shareholder by common directors. These procedures are set for in detail in the documents that comprise the preferred stock issue.

First of all, I mentioned this last call, at this point given our cash we do not look to be paying a dividend, a preferred dividend any time soon. When we reach the end of April which we have, that then gives rise to the right for the preferreds to elect two new directors. The process for that would be a meeting of the preferred, there would be a notice to convene following the procedures that are outlined in the underlined documents. Then, nominations would be made and if the meeting is duly called and there is a quorum is present and then those two directors would be elected and would be seated on the board.

The timing of that if we look at a time line, it depends on if preferred shareholders decide to call such a meeting. Not knowing when that is going to happen, I would think the earliest it would be would be some time in September. Again, our common shareholder meeting is going to be June 30th. It’s a complicated set of procedures but it is all very carefully laid out in the constituent documents of the preferred holders.

Operator

Your next question comes from Susan Kim – Credit Suisse.

Susan Kim – Credit Suisse

I’m calling to determine what assets are for sale other than the ones you discussed, the properties in default and the ones you talked about Von Karman and 207 Good. Are there any other assets you’re considering selling at this point?

Nelson C. Rising

Yes, there is a parcel in Orange County which we are marketing for sale and have it under contract. It is a land parcel. One of our other callers asked a question about the Mission project in San Diego, that’s under contract the first phase of which was the Parcel D. That has closed and sold. There are three other buildings left and those are on the market and I am anticipating closing on those in the next couple of weeks.

Those are the parcels we are currently offering for sale. There are other parcels, a land parcel near City Tower and a land parcel at 755 Figueroa, we’re in the final stages of perfecting the entitlements on that and the Orange County site is also on the market. But, that’s it for right now.

Operator

Your next question comes from Jordan Sadler – Keybanc Capital Markets.

Jordan Sadler – Keybanc Capital Markets

I just wanted to dig in to the cash burn rate a little bit more. Shant, you said a few million positive in the first quarter so I assume $3 millionish. If you kind of walk through the operating impact of sort of the Pacific Enterprise role and the leasing that you guys have signed but not yet commenced as an offset and obviously factoring in the additional role that is upcoming, you see the burn rate going to the sort of flat breakeven to maybe slightly negative. So where do you expect cash to be at yearend once you factor in the cash burn rate now as well as the payments you walked through earlier?

Shant Koumrigian

In regards to the two leases that expired, one that expired during the quarter which is Kirkland & Ellis approximately 150,000 square feet and the Pacific Enterprises lease which expires in the middle of the year on a combined basis both of those are approximately $4 million a quarter in revenues. So Pacific Enterprises will be in the second quarter as well. During the quarter we were slightly positive in the $3 millionish range and again, if you track through the supplemental you can probably back in those numbers.

As those leases expire, Kirkland & Ellis, we go from a positive $2 to $3 million to like I said breakeven to slightly negative. That will hold for several quarters. We have a number of lease expirations in 2011 and unfortunately those are all in the third and fourth quarter. So as we get to the end of the year the cash burn level is probably again somewhere in the slightly negative range depending on what we do with some of these other assets that are out in the market.

In terms of where we expect cash to be at towards the end of the year, last quarter we said somewhere in the $25 to $35 million range. I think this quarter with some of the success we’ve had on a couple of our loan discussions likely somewhere in the low $30 million range to $45 million. A very large spread there, a number of big variables that can impact that in the latter half of the year are how much we do have to pay for the PLF extension swap collateral which will come back to us. But again, as we are sensitive at this point as to how much we end up incurring in leasing so I would say towards the end of the year somewhere in the mid $30 million range, call it $32.5 to $35 million up to the mid $40 million range excluding any additional land sales as Nelson referred to previously.

Operator

Your next question comes from Charles Fisher – LS Partners.

Charles Fisher – LS Partners

I had a couple of questions, one is the gentlemen earlier just for clarification did I hear it was from Brookfield Asset Management, BAM?

Nelson C. Rising

Yes.

Charles Fisher – LS Partners

Nelson, can you just talk a little bit, you had a quote in the Journal a couple of weeks ago about either doing a private placement or a capital raise. Can you give us any color on that?

Nelson C. Rising

Well, nothing new to report. When I first started I think my very first conference call I said that one of our goals was to restructure the company in such a way that we would be in a position to raise third party equity capital. We have not advanced that ball as far as the actual raising of the money but we certainly have positioned the company to where that is a possibility. If you look at our numbers that Shant has just gone through, it is apparent at some point additional equity capital would be very beneficial to the company to grow and deal with the opportunities that are going to be forthcoming as the economy improves. At this point we’re just exploring it, we haven’t gone any further but ultimately that is where I think we’ll be headed.

Operator

Your next question comes from Michael Knott – Green Street Advisors.

Michael Knott – Green Street Advisors

I was looking at the debt maturity schedule and I wanted to see if you could comment on for example the KPMG Tower, there you have kind of an interest rate of seven and change and I wanted to see if there’s an opportunity under the low interest rate environment where you could kind of renegotiate that early and generate some interest savings and improve the cash burn rate?

Shant Koumrigian

In regards to the KPMG Tower financing rate that includes a swap that we have outstanding so the underlying loan itself is a LIBOR based loan. We swapped it to a fixed rate of 5.564% plus a spread of 160 so at this point there is no opportunity to reduce that rate, you would have to break the swap.

Nelson C. Rising

But that note is due in ’12.

Shant Koumrigian

The note is due in October of 2012.

Nelson C. Rising

We’re very, very mindful of that maturity and we’re looking for opportunities during the course of the next couple of years to optimize that.

Operator

Your next question comes from Jordan Sadler – Keybanc Capital Markets.

Jordan Sadler – Keybanc Capital Markets

I just wanted to follow up on the preferred, Nelson you mentioned third party capital and you mentioned sort of the process as it relates to the preferred holders independently and I am just curious if the preferred holders weren’t to initiate a meeting and sort of you had control of the process being sort of a fiduciary of shareholder interest, what would you like to do, or what do you envision ultimately doing with the preferred as your cash burn rate sort of reaches a breakeven level and the prospects in the economy improve and you’re seeing sort of increased tours and better demand? What are your thoughts there?

Nelson C. Rising

Well, looking in the short and intermediary term, I don’t see our cash flow to a point where we would be paying a dividend. We understand that our flexibility with respect to preferreds would require bringing the dividend current. At this point it doesn’t seem that’s something we’re going to be able to do without the addition of capital which as I said, we’re considering but we have no definitive plans for.

Operator

Your next question comes from John Guinee – Stifel Nicolaus & Company, Inc.

John Guinee – Stifel Nicolaus & Company, Inc.

A quick update on One Cal Plaza and anything else within the joint venture? I think One Cal has its debt maturity in late 2010 although it’s a very low per square foot number if I recall?

Nelson C. Rising

Yes, you’re correct about both of those points, it is a relatively small principle balance and maturity is as you say it. At this point, if you recall a year ago or so Macquarie now Charter Hall had wanted to have us offer Cal Plaza One for sale. We did do that, a broker was hired and the marketing process proceeded. At some point, I can’t remember exactly when it was, maybe a couple of quarters ago, they decided to take that property off the market.

Shant Koumrigian

Yes, we do have a loan maturity later on in the year, December 1st loan maturity. The debt is under $140 a foot. We are in initial stages of talking with Macquarie on our plans. Our intentions are to refinance the asset and we feel really good about being able to refi the asset. Since the marketing process we’ve extended some upcoming leases to the assets itself while it’s only 76% leased is in pretty good shape and there are a number of large refinancing occurring in downtown [inaudible] right about commercial real estate with debt in the $140 per foot range so we feel pretty good about the asset and are about to get started on the process here shortly.

Operator

Your next question comes from Gordon Watson – Ore Hill Partners.

Gordon Watson – Ore Hill Partners

Can you respond to some of Rob Maguire’s point on the tax indemnification and maybe walk through that one more time about how that expires?

Nelson C. Rising

The protection that they have is spread amongst assets. Those assets are Plaza Las Fuentes, US Bank Tower, The Gas Company Tower, KPMG Tower and Wells Fargo Tower. Those are the buildings in which he has a guarantee of certain parts of the debt that then provides him with the tax protection. There is a maturity in 2010 on Plaza Las Fuentes. We know we have two automatic extension rights if certain characteristics are met, mainly as Shant said earlier 53% loan-to-value. We’re confident that loan will be extended.

The next maturity that would be relevant is the maturity on KPMG Tower and as mentioned in response to a question a few moments ago, we are very mindful of that and we are optimistic about the availability of debt financing as we move in 2011 and 2012. Shant?

Shant Koumrigian

Let me just add a couple of points on the underlying assets starting first with PLF. We do have an extension option, the current debt balance is about $1.2 million. As I said in our remarks we’re anticipating between $7.5 and $15 million of a pay down which we reflected in our numbers. If the asset is paid down somewhere in the $80 million range it’s the equivalent of a 12 to 12.5 debt yield on in place NOI.

The hotel has current annualized NOI for the last couple of quarters of about $6.5 million and to remind everyone we had NOI in the $9.5 to $10 million range several years ago. While the hotel’s results have deteriorated it feels like it is bottoming out and will hopefully continue to increase in the future and so we feel really good about that extension and the leverage level on that asset compared to where market conditions are today. So we do have three one year extension options that would take us out to September of 2013. The tax protection on that asset expires in June of 2013.

Another asset is KPMG Tower whose loan matures in October of 2012. The tax protection goes to June of 2012. A large amount of debt in place. The asset itself has a very solid rent roll. We have some leasing that we’re focused on here over the next several years. Again, just to give you a range, NOI on that asset is somewhere in the low $30 million range and with some leasing that we’ll do here over the next several years that NOI should increase. There have been reports, analyst reports that have said a pay down somewhere between $75 and $100 million which is in range of where current lending standards are today. And again, from a rent roll perspective we feel pretty good about that asset.

The other asset that has near term debt maturity is US Bank Tower. That loan matures in July of 2013. The tax protection goes until June of 2015 and again at this point that asset in downtown LA has $185 per square foot of debt on it so it’s the lowest leveraged asset on a per square foot basis within the portfolio.

Nelson C. Rising

Other than the Cal Plaza one which is a joint venture.

Operator

Your final question comes from Jordan Sadler – Keybanc Capital Markets.

Jordan Sadler – Keybanc Capital Markets

Just one other question on the cash burn rate, can you give us the impact or the contribution of 207 Good, 17885 Von Karman and Mission City independently during the quarter in terms of cash flow by property?

Shant Koumrigian

As far as the burn on those assets during the current quarter, is that your question? I’m assuming that is the question. So Mission City, the asset that should close here in the second quarter was effectively neutral from a cash burn perspective, NOI approximated debt service. 207 Good and Von Karman are approximately a half million each of cash burn during those quarter. So as those assets leave our balance sheet you can expect about a million dollar pick up on a quarterly basis.

Just to make sure we answered your question, for 207 Good we did make a $10 million pay down on that loan a few days ago. Then in regards to Von Karman there is a $6.7 million repayment guarantee maximum. We believe the pay down will be somewhere between $4 to $5 million.

Operator

Thank you. That concludes our question and answer session for today. I’ll now turn the call back to MPG Office Trust’s management team for any closing comments they may have.

Nelson C. Rising

I just want to thank you all for participating in this call today and for your continued interest in our progress which I think has been very positive for the first quarter and we’re looking forward to good things in the second quarter as well. Thank you all very much and have a good day.

Operator

Ladies and gentlemen that concludes our conference call for today. You may all disconnect and thank you for participating.

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Source: Maguire Properties, Inc. Q1 2010 Earnings Call Transcript
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