Pacific Office Properties Trust, Inc. (NYSE Amex: PCE), a West
Coast office real estate investment trust (REIT), today announced
its financial results for the quarter and year ended December 31,
2010. Funds from operations (FFO), a widely-accepted industry
financial metric, excluding non-recurring items for the quarter
ended December 31, 2010 was $0.5 million, or $0.03 per diluted
share.
Three Month Financial and Operating Results
The Company reported FFO attributable to common stockholders for
the quarter ended December 31, 2010 of $(54.9) million, or $(3.05)
per share, compared to $(57.6) million, or $(3.17) per diluted
share, for the quarter ended December 31, 2009.
During the quarter ended December 31, 2010, the Company incurred
acquisition costs related to the unsuccessful acquisition of the
GRE portfolio of $7.2 million. The Company also withdrew from an
offering of its Listed Common Stock and terminated its ongoing
offering of Senior Common Stock which resulted in an expense of
$6.7 million. The Company also recorded non-cash impairment charges
of $40.3 million. In addition, the Company recorded default
interest and penalties related to the Company’s Pacific Business
News Building and City Square mezzanine loans of approximately $0.4
million and $0.8 million, respectively.
During the quarter ended December 31, 2009, the Company changed
the redemption features of its Common and Preferred Units. The
change to the Preferred Units resulted in a one-time non-cash fair
value adjustment of $58.6 million, which represents the increase of
the book value of the units to their fair market value. The change
also resulted in a reclassification of the Non-Controlling
Interests from the mezzanine equity section of the Company’s
balance sheet to permanent equity, thus increasing total
equity.
FFO excluding this non-recurring item for the quarter ended
December 31, 2009 was $1.1 million, or $0.06 per diluted share.
The Company reported Adjusted Funds from Operations (AFFO)
attributable to common stockholders for the quarter ended December
31, 2010 of $0.6 million, or $0.03 per diluted share, compared to
$0.8 million, or $0.04 per diluted share, for the quarter ended
December 31, 2009.
The Company also reported a GAAP net loss attributable to common
stockholders for the quarter ended December 31, 2010 of $13.1
million, which includes the Company's portion of the non-cash
impairment charges of $8.6 million and the Company's portion of
depreciation and amortization expense of $1.2 million. For the
quarter ended December 31, 2009, the Company reported a GAAP net
loss attributable to common stockholders of $12.2 million, which
included the Company's portion of the one-time fair value
adjustment charge of the Preferred Units of $10.9 million and
depreciation and amortization expense of $1.3 million. The net loss
per basic and diluted share for the quarters ended December 31,
2010 and 2009 were $3.37 and $3.17 per share, respectively.
Twelve Month Financial and Operating Results
FFO excluding non-recurring items for the year ended December
31, 2010 was $3.3 million, or $0.18 per diluted share.
The Company reported FFO attributable to common stockholders for
the year ended December 31, 2010 of $(55.0) million, or $(3.04) per
share, compared to $(54.3) million, or $(3.09) per diluted share,
for the twelve months ended December 31, 2009.
During the year ended December 31, 2010, the Company incurred
acquisition costs related to the unsuccessful acquisition of the
GRE portfolio of $7.9 million. The Company also withdrew from an
offering of its Listed Common Stock and terminated its ongoing
offering of Senior Common Stock which resulted in an expense of
$6.7 million. The Company also recorded non-cash impairment charges
of $40.3 million. In addition, the Company recorded default
interest and penalties related to the Company’s Pacific Business
News Building and City Square mezzanine loans of approximately $1.1
million and $2.4 million, respectively.
“Based on the two important REIT financial measurements, funds
from operations and adjusted funds from operations, Pacific Office
performed well in a difficult and less predictable marketplace,”
said President and Chief Executive Officer Jim Ingebritsen. “We
believe Pacific Office’s investment strategy has been refined and
focused based on current market conditions,” he added.
During the year ended December 31, 2009, the Company changed the
redemption features of its Common and Preferred Units. The change
to the Preferred Units resulted in a one-time non-cash fair value
adjustment of $58.6 million, which represents the increase of the
book value of the units to their fair market value. The change also
resulted in a reclassification of the Non-Controlling Interests
from the mezzanine equity section of the Company’s balance sheet to
permanent equity, thus increasing total equity.
FFO excluding this non-recurring item for the year ended
December 31, 2009 was $4.3 million, or $0.25 per diluted share.
The Company reported AFFO attributable to common stockholders
for the year ended December 31, 2010 of $3.3 million, or $0.18 per
diluted share, compared to $5.3 million, or $0.30 per diluted
share, for the year ended December 31, 2009.
The Company also reported a GAAP net loss attributable to common
stockholders for the year ended December 31, 2010 of $17.2 million,
which includes the Company's portion of the non-cash impairment
charges of $8.6 million and the Company's portion of depreciation
and amortization expense of $4.9 million. For the year ended
December 31, 2009, the Company also reported a GAAP net loss
attributable to common stockholders of $15.6 million, which
included the Company's portion of the one-time fair value
adjustment charge of the Preferred Units of $10.9 million and
depreciation and amortization expense of $5.1 million. The net loss
per basic and diluted share for the years ended December 31, 2010
and 2009 were $4.45 and $4.79 per share, respectively.
About Pacific Office Properties Trust, Inc.
Pacific Office Properties Trust, Inc.
(www.pacificofficeproperties.com) is a self-administered and
self-managed real estate investment trust that owns and operates
primarily institutional-quality office properties principally in
selected long-term growth markets in southern California and
Hawaii.
Certain Information About Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. We intend such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with those safe harbor
provisions. Forward-looking statements are not historical
information and are based on current expectations and involve risks
and uncertainties. Without limiting the generality of the
foregoing, words such as “should,” “may,” “will,” “expect,”
“believe,” “anticipate,” “intend,” “could,” “estimate,” “potential”
or “continue,” or the negative or other variations thereof or
comparable terminology, are intended to identify forward-looking
statements. The risks and uncertainties inherent in such statements
may cause actual future events or results to differ materially and
adversely from those described in the forward-looking statements.
Important factors that may cause a difference between projected and
actual results for Pacific Office Properties Trust, Inc. are
discussed in the Company’s filings from time to time with the SEC.
Pacific Office Properties Trust, Inc. disclaims any obligation to
revise or update any forward-looking statements that may be made
from time to time by it or on its behalf.
Pacific Office Properties Trust, Inc. Consolidated
Balance Sheets (unaudited and in thousands, except share and
per share data) December
31, 2010 December 31, 2009 ASSETS
Investments in real estate, net $ 353,137 $ 382,950 Cash and cash
equivalents 9,112 2,354 Restricted cash 9,851 7,348 Rents and other
receivables, net 2,302 1,356 Deferred rents 6,332 5,115 Intangible
assets, net 24,801 33,228 Acquired above-market leases, net 358 612
Other assets, net 5,141 5,055 Goodwill 48,549 62,019 Investments in
unconsolidated joint ventures 8,802 10,911
Total assets $ 468,385 $ 510,948
LIABILITIES AND EQUITY Mortgage and other loans, net $
420,126 $ 406,439 Unsecured notes payable to related parties 21,104
21,104 Accounts payable and other liabilities 31,816 22,000
Acquired below-market leases, net 7,918 10,124
Total liabilities 480,964 459,667
Commitments and contingencies Equity:
Preferred Stock, $0.0001 par value per share, 100,000,000 shares
authorized, one share of Proportionate Voting Preferred Stock
issued and outstanding at December 31, 2010 and 2009 - - Senior
Common Stock, $0.0001 par value per share (liquidation preference
$10 per share, $24,179 and $0, respectively) 40,000,000 shares
authorized, 2,417,867 shares issued and outstanding at December 31,
2010; 0 shares authorized, issued and outstanding at December 31,
2009 21,525 - Listed Common Stock, $0.0001 par value per share,
599,999,900 shares authorized, 3,903,050 shares issued and
outstanding at December 31, 2010; 239,999,900 shares authorized,
3,850,420 shares issued and outstanding at December 31, 2009 185
185 Class B Common Stock, $0.0001 par value per share, 100 shares
authorized, issued and outstanding at December 31, 2010 and 2009 -
- Additional paid-in capital 50 - Cumulative deficit
(150,524 ) (132,511 ) Total stockholders' equity (deficit)
(128,764 ) (132,326 ) Non-controlling interests: Preferred
unitholders in the Operating Partnership 127,268 127,268 Common
unitholders in the Operating Partnership (11,083 )
56,339 Total equity (deficit) (12,579 ) 51,281
Total liabilities and equity $ 468,385 $ 510,948
Pacific Office Properties Trust, Inc
Consolidated Statements of Operations
(unaudited and in thousands, except
share and per share data)
For the three months ended December
31, 2010 2009 Revenue: Rental $
10,894 $ 10,463 Tenant reimbursements 5,344 5,478 Parking 2,016
2,070 Other 90 95 Total revenue
18,344 18,106
Expenses: Rental
property operating 10,424 10,124 General and administrative 845 652
Depreciation and amortization 5,713 6,770 Interest 7,593 6,703
Abandoned offering costs 6,684 - Acquisition costs 7,244 -
Impairment of long-lived assets 40,284 -
Total expenses 78,787 24,249
Loss before equity in net earnings of unconsolidated joint
ventures and non-operating income (60,443 ) (6,143 ) Equity in net
earnings of unconsolidated joint ventures 14 (93 ) Non-operating
income - 428 Net loss (60,429 ) (5,808
) Fair value adjustment of Preferred Units - (58,645 )
Net (income) loss attributable to non-controlling interests:
Preferred unitholders in the Operating Partnership (569 ) (573 )
Common unitholders in the Operating Partnership 48,113
52,826 47,544 52,253 Dividends on Senior
Common Stock (260 ) - Net loss attributable to
common stockholders $ (13,145 ) $ (12,200 ) Net loss per
common share - basic and diluted $ (3.37 ) $ (3.17 )
Weighted average number of common shares outstanding - basic and
diluted 3,903,150 3,850,520
Pacific Office Properties Trust, Inc
Consolidated Statements of Operations
(unaudited and in thousands, except
share and per share data)
For the year ended December 31, 2010
2009 Revenue: Rental $ 42,515 $ 42,462 Tenant
reimbursements 22,086 21,662 Parking 8,109 8,150 Other 357
365 Total revenue 73,067
72,639
Expenses: Rental property operating
40,309 39,480 General and administrative 2,936 2,649 Depreciation
and amortization 22,891 27,240 Interest 30,173 27,051 Loss on
extinguishment of debt - 171 Abandoned offering costs 6,684 -
Acquisition costs 7,874 - Impairment of long-lived assets
40,284 - Total expenses 151,151
96,591 Loss before equity in net earnings of
unconsolidated joint ventures and non-operating income (78,084 )
(23,952 ) Equity in net earnings of unconsolidated joint ventures
198 313 Non-operating income - 434 Net
loss (77,886 ) (23,205 ) Fair value adjustment of Preferred
Units (58,645 ) Net (income) loss attributable to
non-controlling interests: Preferred unitholders in the Operating
Partnership (2,273 ) (2,269 ) Common unitholders in the Operating
Partnership 63,226 68,506 60,953 66,237
Dividends on Senior Common Stock (313 ) - Net
loss attributable to common stockholders $ (17,246 ) $ (15,613 )
Net loss per common share - basic and diluted $ (4.45 ) $
(4.79 ) Weighted average number of common shares outstanding
- basic and diluted 3,878,349 3,259,013
Pacific Office Properties Trust, Inc. Funds from
Operations (FFO) and Adjusted Funds from Operations (AFFO)
(unaudited and in thousands, except share and per share
data) For the
three months For the year ended December 31,
ended December 31, 2010 2009 2010
2009 Reconciliation of net loss to FFO
(1): Net loss attributable to common stockholders $
(13,145 ) $ (12,200 ) $ (17,246 ) $ (15,613 ) Add: Depreciation and
amortization of real estate assets 5,713 6,770 22,891 27,240
Depreciation and amortization of real estate assets -
unconsolidated joint ventures 614 676 2,563 2,572 Less:
Distributions to preferred unitholders (569 ) (568 ) (2,273 )
(2,269 ) Net loss attributable to non-controlling interests
(47,544 ) (52,253 ) (60,953 ) (66,237 )
FFO
attributable to common stockholders $ (54,931 ) $ (57,575 ) $
(55,018 ) $ (54,307 )
Reconciliation of FFO to FFO,
excluding non-recurring items: FFO $ (54,931 ) $ (57,575 ) $
(55,018 ) $ (54,307 ) Add: Fair value adjustment of Preferred Units
- 58,645 - 58,645 Impairment of long-lived assets 40,284 - 40,284 -
Acquisition costs 7,244 - 7,874 - Abandoned offering costs 6,684 -
6,684 - Default interest and late penalties accrued on non-recourse
loans in default 1,205 - 3,494
- FFO, excluding non-recurring items $ 486
$ 1,070 $ 3,318 $ 4,338
Reconciliation of FFO to AFFO (2): FFO
attributable to common stockholders $ (54,931 ) $ (57,575 ) $
(55,018 ) $ (54,307 ) Fair value adjustment of Preferred Units -
58,645 - 58,645 Impairment of long-lived assets 40,284 - 40,284 -
Acquisition costs 7,244 - 7,874 - Abandoned offering costs 6,684 -
6,684 - Default interest and late penalties accrued on non-recourse
loans in default 1,205 - 3,494 - Amortization of interest rate
contracts, loan premiums and prepaid financings 330 286 1,026 1,500
Non-cash compensation expense 50 50 200 189 Interest expense
deferred on unsecured notes payable 440 410 1,701 1,743
Amortization of acquired above- and below-market leases (481 ) (651
) (2,059 ) (2,037 ) Straight-line rent adjustments, net 166 150 569
742 Recurring capital expenditures, tenant improvements and leasing
commissions (425 ) (533 ) (1,412 )
(1,139 ) AFFO attributable to common stockholders $ 566 $
782 $ 3,343 $ 5,335 FFO per share -
diluted $ (3.05 ) $ (3.17 ) $ (3.04 ) $ (3.09 ) FFO, excluding
non-recurring items - diluted $ 0.03 $ 0.06 $ 0.18
$ 0.25 AFFO per share - diluted $ 0.03 $ 0.04
$ 0.18 $ 0.30 Weighted average number of
common shares and common
share equivalents outstanding - diluted
(3)
18,004,154 18,149,787 18,096,138
17,558,280
Explanation of Notations
(1) FFO is a widely recognized measure of REIT performance. The
National Association of Real Estate Investment Trusts, or NAREIT,
has provided a recommendation on how REITs should define FFO.
NAREIT suggests that FFO be defined as net income (loss)
attributable to stockholders (as computed in accordance with GAAP),
excluding gains (or losses) from dispositions of property,
extraordinary items, real estate-related depreciation and
amortization (including capitalized leasing expenses, tenant
allowances or improvements and excluding amortization of deferred
financing costs) and after adjustments for unconsolidated
partnerships and joint ventures. We calculate FFO in accordance
with NAREIT guidelines. Management uses FFO as a supplemental
performance measure because, in excluding real estate-related
depreciation and amortization, gains (or losses) from property
dispositions and extraordinary items, it provides a performance
measure that, when compared year over year, captures trends in
occupancy, 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 definition 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 (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 fund 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 (computed in
accordance with GAAP).
(2) AFFO is a non-GAAP financial measure we believe is a useful
supplemental measure of our performance. We compute AFFO by adding
straight-line rent adjustments (straight-line ground rent expense
minus straight-line rent revenue) the amortization of interest rate
contracts, loan premium and prepaid financing costs, non-cash
compensation expense, and interest expense deferred on unsecured
notes and then subtracting from FFO the recurring capital
expenditures, tenant improvements and leasing commissions. AFFO is
not intended to represent cash flow for the period, and it only
provides an additional perspective on our ability to fund cash
needs and make distributions to shareholders by adjusting the
effect of the non-cash items included in FFO, as well as recurring
capital expenditures and leasing costs. We believe that net income
or loss is the most directly comparable GAAP financial measure to
AFFO. We also believe that AFFO provides useful information to the
investment community about the Company’s financial position as
compared to other REITs since AFFO is a widely reported measure
used by other REITs. However, other REITs may use different
methodologies for calculating AFFO and, accordingly, our AFFO may
not be comparable to other REITs.
(3) The weighted average number of common shares and common
share equivalents outstanding – diluted includes common unit
limited partnership interests in our Operating Partnership.
Our outstanding preferred unit interests in our Operating
Partnership are convertible into common unit limited partnership
interests in our Operating Partnership, but no earlier than the
date an underwritten public equity offering of our common stock in
an amount equal to or greater than $75 million is consummated,
which is a contingent event as of December 31, 2010. These common
unit interests will become exchangeable for shares of our Listed
Common Stock one year after such conversion. Our outstanding
preferred unit interests at December 31, 2010 represent 32,597,528
common share equivalents, on an as-if converted basis, and any
impact related to these outstanding limited preferred interests
have not been included in our calculation of diluted earnings per
share or FFO per share, including our calculation of the weighted
average number of common and common equivalent shares outstanding,
in accordance with GAAP.
Our Senior Common Stock may be exchanged, at the option of the
holder, for shares of our Listed Common Stock after the fifth
anniversary of the issuance of such shares of Senior Common Stock.
The exchange ratio is to be calculated using a value for our Listed
Common Stock based on the average of the trailing 30-day closing
price of the Listed Common Stock on the date the shares are
submitted for exchange, but in no event less than $1.00 per share,
and a value of Senior Common Stock of $10.00 per share. Based on a
30-day average Listed Common Stock share price of $4.19 for the
month ended December 31, 2010, the exchange ratio as of December
31, 2010, on an as-if converted basis was 2.39. The weighted
average number of Senior Common shares outstanding for the three
months ended December 31, 2010 was 1,434,064, resulting in
3,423,329 of potentially dilutive common share equivalents
outstanding for the three months ended December 31, 2010. The
weighted average number of Senior Common shares outstanding for the
twelve months ended December 31, 2010 was 435,740, resulting in
1,040,179 of potentially dilutive common share equivalents
outstanding for the twelve months ended December 31, 2010.
Assuming the full conversion of our outstanding preferred unit
interests and our Senior Common Stock at December 31, 2010 and
2009, our FFO per share, on a fully diluted basis, would have been
$(1.01) and $(1.12), and our AFFO per share, on a fully diluted
basis, would have been $0.02 and $0.03, for the three months then
ended, respectively. Assuming the full conversion of our
outstanding preferred unit interests and our Senior Common Stock at
December 31, 2010 and 2009, our FFO per share, on a fully diluted
basis, would have been $(1.02) and $(1.04), and our AFFO per share,
on a fully diluted basis, would have been $0.11 and $0.15, for the
twelve months then ended, respectively. Assuming the full
conversion of our outstanding preferred unit interests and our
Senior Common Stock at December 31, 2010, our FFO excluding
non-recurring items would have been $0.02 and $0.11 for the three
and twelve months ended December 31, 2010, respectively. Assuming
the full conversion of our outstanding preferred unit interests,
our FFO excluding non-recurring items would have been $0.03 and
$0.13 for the three and twelve months ended December 31, 2009,
respectively.
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