Attached files
file | filename |
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EX-10.1 - EXHIBIT 10.1 - PRIME GROUP REALTY TRUST | c01032exv10w1.htm |
EX-32.1 - EXHIBIT 32.1 - PRIME GROUP REALTY TRUST | c01032exv32w1.htm |
EX-31.1 - EXHIBIT 31.1 - PRIME GROUP REALTY TRUST | c01032exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - PRIME GROUP REALTY TRUST | c01032exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - PRIME GROUP REALTY TRUST | c01032exv32w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 113589
PRIME GROUP REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND (State or other jurisdiction of incorporation or organization) |
364173047 (I.R.S. Employer Identification No.) |
|
330 North Wabash Avenue, Suite 2800, Chicago, Illinois (Address of principal executive offices) |
60611 (Zip Code) |
(312) 9171300
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a nonaccelerated filer, or a smaller reporting company. See definition of large accelerated
filer, accelerated filer, non-accelerated filer and smaller reporting company in Rule 12b2 of the
Exchange Act. (Check One):
Large Accelerated Filer o
|
Accelerated Filer o | NonAccelerated Filer þ | Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of
the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
On May 3, 2010, 236,483 of the registrants Common Shares of Beneficial Interest were
outstanding.
Prime Group Realty Trust
Form 10Q
Form 10Q
INDEX
PAGE | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
8 | ||||||||
18 | ||||||||
25 | ||||||||
25 | ||||||||
26 | ||||||||
28 | ||||||||
28 | ||||||||
28 | ||||||||
28 | ||||||||
28 | ||||||||
29 | ||||||||
30 | ||||||||
Exhibit 10.1 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
2
Table of Contents
PART IFINANCIAL INFORMATION
Item 1. | Consolidated Financial Statements. |
Prime Group Realty Trust
Consolidated Balance Sheets
(dollars in thousands, except share and per share amounts)
(Unaudited)
(Unaudited)
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Assets |
||||||||
Real estate: |
||||||||
Land |
$ | 58,864 | $ | 60,129 | ||||
Building and improvements |
209,188 | 212,196 | ||||||
Tenant improvements |
32,319 | 33,391 | ||||||
Furniture, fixtures and equipment |
858 | 858 | ||||||
301,229 | 306,574 | |||||||
Accumulated depreciation |
(55,056 | ) | (53,737 | ) | ||||
246,173 | 252,837 | |||||||
Inplace lease value, net |
1,819 | 2,388 | ||||||
Abovemarket lease value, net |
453 | 1,227 | ||||||
248,445 | 256,452 | |||||||
Property held for sale, net |
70,951 | 73,746 | ||||||
Cash and cash equivalents |
11,440 | 11,876 | ||||||
Investment in unconsolidated joint venture |
| 53 | ||||||
Receivables, net of allowance for doubtful accounts of $1,501 at
March 31, 2010 and $1,506 at December 31, 2009: |
||||||||
Tenant |
359 | 217 | ||||||
Deferred rent |
10,408 | 10,539 | ||||||
Other |
539 | 488 | ||||||
Restricted cash escrows |
25,067 | 26,239 | ||||||
Deferred costs, net |
12,075 | 12,777 | ||||||
Other |
427 | 797 | ||||||
Total assets |
$ | 379,711 | $ | 393,184 | ||||
Liabilities and (Deficit) Equity |
||||||||
Mortgage and notes payable |
$ | 276,830 | $ | 280,607 | ||||
Mortgage note payable property held for sale |
60,862 | 61,143 | ||||||
Property held for sale |
7,485 | 8,495 | ||||||
Accrued interest payable |
4,128 | 1,520 | ||||||
Accrued real estate taxes |
8,308 | 12,301 | ||||||
Accrued tenant improvement allowances |
494 | 565 | ||||||
Accrued environmental remediation liabilities |
9,898 | 9,676 | ||||||
Accounts payable and accrued expenses |
4,182 | 5,023 | ||||||
Liabilities for leases assumed |
1,961 | 2,709 | ||||||
Belowmarket lease value, net |
2,563 | 2,819 | ||||||
Other |
4,722 | 4,596 | ||||||
Total liabilities |
381,433 | 389,454 | ||||||
Commitments and contingencies |
||||||||
Shareholders (deficit) equity: |
||||||||
Preferred Shares, $0.01 par value; 30,000,000 shares authorized: |
||||||||
Series B Cumulative Redeemable Preferred Shares, 4,000,000
shares designated, issued and outstanding |
40 | 40 | ||||||
Common Shares, $0.01 par value; 100,000,000 shares authorized;
236,483 shares issued and outstanding |
2 | 2 | ||||||
Additional paidin capital |
243,688 | 243,688 | ||||||
Retained deficit |
(157,939 | ) | (157,891 | ) | ||||
Total equity Prime Group Realty Trust |
85,791 | 85,839 | ||||||
Noncontrolling interest |
(87,513 | ) | (82,109 | ) | ||||
Total (deficit) equity |
(1,722 | ) | 3,730 | |||||
Total liabilities and (deficit) equity |
$ | 379,711 | $ | 393,184 | ||||
See notes to consolidated financial statements.
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Table of Contents
Prime Group Realty Trust
Consolidated Statements of Operations
(dollars in thousands, except per share amounts)
(Unaudited)
Three months ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Revenue: |
||||||||
Rental |
$ | 7,392 | $ | 7,891 | ||||
Tenant reimbursements |
4,602 | 5,930 | ||||||
Other property revenues |
960 | 1,370 | ||||||
Services Company revenue |
136 | 272 | ||||||
Total revenue |
13,090 | 15,463 | ||||||
Expenses: |
||||||||
Property operations |
4,483 | 5,392 | ||||||
Real estate taxes |
2,453 | 3,489 | ||||||
Depreciation and amortization |
4,160 | 4,226 | ||||||
General and administrative |
1,291 | 2,255 | ||||||
Services Company operations |
135 | 304 | ||||||
Total expenses |
12,522 | 15,666 | ||||||
Operating income (loss) |
568 | (203 | ) | |||||
Interest and other income |
415 | 5,034 | ||||||
Income from investment in unconsolidated joint venture |
36 | 31 | ||||||
Interest: |
||||||||
Expense |
(5,922 | ) | (6,413 | ) | ||||
Amortization of deferred financing costs |
(287 | ) | (2,756 | ) | ||||
Loss from continuing operations |
(5,190 | ) | (4,307 | ) | ||||
Discontinued operations |
(262 | ) | (4,219 | ) | ||||
Net loss |
(5,452 | ) | (8,526 | ) | ||||
Net loss attributable to noncontrolling interest |
5,404 | 4,050 | ||||||
Net loss attributable to Prime Group Realty Trust |
(48 | ) | (4,476 | ) | ||||
Net income allocated to preferred shareholders, net
of noncontrolling interest of $2,230 |
(20 | ) | (20 | ) | ||||
Net loss available to common shareholders |
$ | (68 | ) | $ | (4,496 | ) | ||
Basic and diluted loss attributable to common
shareholders per common share: |
||||||||
Loss from continuing operations |
$ | (0.28 | ) | $ | (18.85 | ) | ||
Discontinued operations |
(0.01 | ) | (0.16 | ) | ||||
Net loss attributable to common shareholders per
common share basic and diluted |
$ | (0.29 | ) | $ | (19.01 | ) | ||
See notes to consolidated financial statements.
4
Table of Contents
Prime Group Realty Trust
Consolidated Statement of Changes in (Deficit) Equity
For the three months ended March 31, 2010
(dollars in thousands, except for per share amounts)
(Unaudited)
(dollars in thousands, except for per share amounts)
(Unaudited)
Series B | Additional | Non- | ||||||||||||||||||||||
Preferred | Common | PaidIn | Retained | controlling | ||||||||||||||||||||
Shares | Shares | Capital | Deficit | Interest | Total | |||||||||||||||||||
Balance at January 1, 2010 |
$ | 40 | $ | 2 | $ | 243,688 | $ | (157,891 | ) | $ | (82,109 | ) | $ | 3,730 | ||||||||||
Net loss |
| | | (48 | ) | (5,404 | ) | (5,452 | ) | |||||||||||||||
Balance at March 31, 2010 |
$ | 40 | $ | 2 | $ | 243,688 | $ | (157,939 | ) | $ | (87,513 | ) | $ | (1,722 | ) | |||||||||
See notes to consolidated financial statements.
5
Table of Contents
Prime Group Realty Trust
Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
(Unaudited)
Three months ended March 31, | ||||||||
2010 | 2009 | |||||||
Operating activities |
||||||||
Net loss |
$ | (5,452 | ) | $ | (8,526 | ) | ||
Adjustments to reconcile net loss to net cash
used in operating activities: |
||||||||
Accretion of mortgage notes payable |
(16 | ) | (253 | ) | ||||
Amortization of above/belowmarket lease value
(included in rental revenue) |
868 | 986 | ||||||
Amortization of inplace lease value |
770 | 1,881 | ||||||
Provision for doubtful accounts |
299 | 98 | ||||||
Gain on sale of real estate |
(46 | ) | | |||||
Depreciation and amortization |
4,893 | 9,862 | ||||||
Net equity in income from investments in
unconsolidated joint ventures |
(36 | ) | (31 | ) | ||||
Net changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(483 | ) | (194 | ) | ||||
Other assets |
386 | 423 | ||||||
Accrued interest payable |
2,633 | 674 | ||||||
Accrued real estate taxes |
(5,148 | ) | (392 | ) | ||||
Accounts payable and accrued expenses |
(928 | ) | 108 | |||||
Other liabilities |
434 | (5,449 | ) | |||||
Distribution as a return on investment from
unconsolidated joint venture |
89 | 37 | ||||||
Net cash used in operating activities |
(1,737 | ) | (776 | ) | ||||
Investing activities |
||||||||
Capital expenditures for real estate and equipment |
(297 | ) | (3,044 | ) | ||||
Proceeds from sales of real estate |
4,003 | | ||||||
Change in restricted cash escrows |
2,565 | 3,384 | ||||||
Leasing costs (includes lease assumption costs
and leasing commissions) |
(954 | ) | (202 | ) | ||||
Net cash provided by investing activities |
5,317 | 138 | ||||||
Financing activities |
||||||||
Financing costs |
| (65 | ) | |||||
Repayment of mortgages and notes payable |
(4,016 | ) | (1,946 | ) | ||||
Dividends paid to Series Bpreferred shareholders |
| (2,250 | ) | |||||
Contributions from parent company |
| 3,614 | ||||||
Net cash used in financing activities |
(4,016 | ) | (647 | ) | ||||
Net decrease in cash and cash equivalents |
(436 | ) | (1,285 | ) | ||||
Cash and cash equivalents at beginning of period |
11,876 | 15,419 | ||||||
Cash and cash equivalents at end of period |
$ | 11,440 | $ | 14,134 | ||||
Supplemental information: |
||||||||
Interest paid |
$ | 4,166 | $ | 7,385 |
See notes to consolidated financial statements.
6
Table of Contents
Prime Group Realty Trust
Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
(continued)
Supplemental cash flow information for net assets sold:
Three months ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Real estate, net |
$ | 3,830 | $ | | ||||
Deferred costs, net |
157 | | ||||||
Accrued real estate taxes |
(61 | ) | | |||||
Other assets and liabilities, net |
31 | | ||||||
Net assets sold |
3,957 | | ||||||
Proceeds from sale of real estate |
4,003 | | ||||||
Gain on sale of real estate |
$ | 46 | $ | | ||||
Supplemental schedule of non-cash activities:
Three months ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Tenant improvement allowances |
$ | 120 | $ | 120 | ||||
Environmental remediation costs |
$ | | $ | 158 |
See notes to consolidated financial statements.
7
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Prime Group Realty Trust
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements and related notes have been
prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim
financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for
complete financial statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been included. Operating
results for the three month period ended March 31, 2010 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2010. For further information, refer
to the consolidated financial statements and footnotes thereto included in our annual report on
Form 10-K for the year ended December 31, 2009 as filed with the United States Securities and
Exchange Commission (SEC) on April 9, 2010.
Certain amounts in the prior period financial statements presented have been reclassified to
conform to the current year presentation.
The preparation of the financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from these estimates.
As of March 31, 2010, we have one primary reportable segment consisting principally of our
ongoing ownership and operation of seven office properties, and a joint venture interest in one
office property located in Phoenix, Arizona.
2. Formation and Organization
Prime Group Realty Trust (PGRT or the Company), a Maryland real estate investment trust
(REIT), is a self-administered and self-managed REIT as defined in the Internal Revenue Code of
1986, as amended (the Code). As a REIT, generally we will not be subject to federal income tax
to the extent we distribute at least 90% of our REIT taxable income to our shareholders.
As of March 31, 2010, Prime Office Company LLC (Prime Office), a subsidiary of
The Lightstone Group (Lightstone), owned 100.0%, or 236,483 common shares of PGRT and 99.1%, or
26,488,389 of the outstanding common units in Prime Group Realty, L.P. (our
Operating Partnership). The ownership of 99.1% represents the noncontrolling interest reflected
in the consolidated balance sheets. PGRT owns 0.9%, or 236,483, of the outstanding common units
and all of the 4.0 million outstanding preferred units in the Operating Partnership, and remains
the sole general partner of the Operating Partnership and thus consolidates the Operating
Partnership and its wholly-owned subsidiaries for financial reporting purposes. There are 4.0
million shares outstanding of our Series B Cumulative Redeemable Preferred Shares (the Series B
Shares) that trade on the New York Stock Exchange (NYSE).
Each preferred and common unit of the Operating Partnership entitles the owner thereof to
receive distributions from the Operating Partnership. Dividends declared or paid to holders of our
common shares and preferred shares are based upon the distributions received by us with respect to
the common units and preferred units we own in the Operating Partnership.
These financial statements also included PGRTs wholly-owned subsidiary PGRT ESH, Inc.
(PGRT ESH). On September 24, 2009, and effective July 16, 2009, PGRT ESH assigned its sole
asset, membership interests in BHAC Capital IV, L.L.C. (BHAC) an entity which owns 100% of
Extended Stay Hotels, Inc. (ESH), to an affiliate of the Companys Chairman of the Board and
Prime Office. In
connection with the transaction, PGRT ESH was released from its obligations under the loan from
Citicorp USA, Inc. which encumbered the membership interests. For the three months ended March 31,
2009, amounts included in the consolidated statements of operations related to PGRT ESH was a loss
of $4.4 million.
8
Table of Contents
3. Impact of Recently Issued Accounting Standards
We adopted the provisions of the FASB Staff Position (FSP) relating to Fair Value
Measurements and Disclosures as of June 30, 2009. This FSP provides guidance on estimating the
fair value of assets and liabilities in the current economic environment and reemphasizes that the
objective of a fair value measurement remains the price that would be received to sell an asset or
paid to transfer a liability at the measurement date. The implementation of this FSP did not have
a material impact on our financial position or results of operations.
We adopted the provisions of a FSP on Financial Assets as of June 30, 2009. This FSP required
disclosures about fair value of financial instruments in interim financial statements, adding to
the current requirement to make those disclosures in annual financial statements. This FSP also
requires that companies disclose the method or methods and significant assumptions used to estimate
the fair value of financial instruments and a discussion of changes, if any, in the method or
methods and significant assumptions during the period. The implementation of this FSP did not have
a material impact on our financial position or results of operations other than requiring expanded
disclosures.
4. Mortgage Notes Payable
Continental Towers Loan Default. A subsidiary of the Company, Continental Towers, L.L.C.
(CT LLC), is the owner of Tower I, Tower III and the Commercium at the Continental Towers Complex
in Rolling Meadows, Illinois (the CT Property). The CT Property is currently encumbered by a
first mortgage loan from CWCapital LLC (Lender) in the principal amount of $73.6 million (the
CT Loan). A separate subsidiary of the Company, Continental Towers Associates III, LLC (CTA
III), is the owner of Tower II at the Continental Towers Complex (the CTA III Property). The
CTA III Property is currently encumbered by a first mortgage loan from Lender in the principal
amount of $41.4 million (the CTA III Loan).
On February 26, 2010, CTA III informed the Lender that it is in default under the CTA III Loan
because the cash flow from the CTA III Property is not sufficient to pay the required escrows and
debt service payments on the CTA III Loan. On the same day, CT LLC acknowledged to the Lender that
the CT Loan is in default because it is cross-defaulted with the CTA III Loan. On March 5, 2010,
the Company received notices from the Lender accelerating the maturity dates of both the CT Loan
and CTA III Loan. At March 31, 2010, the carrying value of the Continental Towers complex was
$64.5 million which is less than the debt balance of $115.0 million. CT LLC and CTA III are
currently in discussions with the Lender regarding a possible deed in lieu of foreclosure
transaction. If we execute a deed in lieu of foreclosure with the Lender, then the difference
between the current loan balance and the carrying value of the property would be recognized as a
gain on extinguishment of debt.
The CT Loan and the CTA III Loan are non-recourse to their respective borrowers, subject to
customary non-recourse carve-outs, including but not limited to, certain environmental matters,
fraud, waste, misapplication of funds, various special purpose entity covenants, the filing of a
voluntary bankruptcy and other similar matters, which non-recourse carve-outs have been guaranteed
by our Operating Partnership. The Company is currently not aware of the occurrence of any event
that would constitute a violation of the non-recourse carve-out provision of either loan.
9
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4. Mortgage Notes Payable (continued)
Brush Hill Office Court Loan Default. The first mortgage loan on our Brush Hill Office Court
property matured on January 1, 2010. This loan is non-recourse, subject to customary non-recourse
carve-outs. On January 14, 2010, our subsidiary which owns Brush Hill Office Court was notified by
the loan servicer that the loan had matured and that the borrower is in default. As of March 31,
2010, the principal amount of approximately $7.44 million has not been paid by the borrower. This
property is generating positive cash flow and we continue to make the debt service payments on this
loan. We have reached a tentative agreement with the lender on this loan to extend the maturity
date to April 2011 subject to the finalization and execution of the loan extension documents. A
default on the Brush Hill Office Court property loan does not cause a default on any of the
Companys other loans.
No capitalization of interest occurred in the three months ended March 31, 2010 and 2009. In
addition, Prime Office, through a capital contribution to the Company, repaid $1.5 million of
principal on the PGRT ESH loan during the three months ended March 31, 2009. Prime Office also
paid $2.1 million in interest and other fees on the PGRT ESH loan for the three months ended
March 31, 2009. The Company was released from its obligation under the PGRT ESH loan effective
July 16, 2009 (see Note 2 Formation and Organization).
5. Discontinued Operations
On February 1, 2010, the Company completed the sale of its 7100 Madison Avenue property for a
sales price of $4.3 million. We received $0.5 million in proceeds net of $3.5 million used to
retire the related debt and recognized a gain on sale of $46 thousand.
Net loss for properties sold and held for sale are reflected in the consolidated statements of
operations as discontinued operations in our March 31, 2010 consolidated financial statements and
for all periods presented. Below is a summary of the results of operations for our 180 N. LaSalle
Street property (classified as held for sale, see Note 7 Recent Developments 2010), our 7100
Madison Avenue property (which we sold in February 2010), our 800-810 Jorie Boulevard property
(conveyed to the lender in exchange for a release of the related loan in July 2009), and the
residual effects related to properties sold in prior years:
Three months ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
(dollars in thousands) | ||||||||
Revenue |
$ | 4,381 | $ | 4,315 | ||||
Operating expenses |
3,819 | 7,052 | ||||||
Operating income (loss) |
562 | (2,737 | ) | |||||
Interest expense, net |
(870 | ) | (1,482 | ) | ||||
Gain on sale of real estate |
46 | | ||||||
Net loss from discontinued operations |
$ | (262 | ) | $ | (4,219 | ) | ||
6. Debt Covenants
The financial covenants contained in certain of our loan agreements and guarantee agreements
with our lenders include minimum ratios for debt service coverage, minimum net worth levels, and
other financial and non-financial covenants (such as, timely issuance of financial statements to
lenders). As of March 31, 2010, we are in compliance with the requirements of these financial and
non-financial covenants.
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7. Recent Developments
2010
Delisting from NYSE. On May 6, 2010, we filed a Form 8-K with the SEC announcing that we
delivered notice to the NYSE requesting to voluntarily delist our Series B Shares from the NYSE.
We intend to file Form 25 with the SEC in approximately ten (10) days from the date of the filing
of the Form 8-K to voluntarily withdraw from listing with the NYSE and to withdraw from
registration under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the
Exchange Act). We anticipate that the Form 25 will be effective and the Series B Shares will be
delisted and cease trading on the NYSE approximately ten (10) days after the filing of the Form 25.
We also expect to subsequently file a Form 15 with the SEC to deregister the Series B Shares under
Section 12(g) of Exchange Act, and to suspend our reporting obligations under Section 13(a) of the
Exchange Act. These actions are consistent with our previous disclosures and our obligations under
the Agreement and Plan of Merger (the Merger Agreement) relating to the July 2005 acquisition and
delisting of our common shares (the Acquisition), pursuant to which we agreed to voluntarily file
reports under the Exchange Act for five (5) years after the closing of the Acquisition. Upon
filing Forms 25 and 15 with the SEC, we will become a voluntary filer of reports under the Exchange
Act through June 30, 2010 in accordance with our obligations under the Merger Agreement. After the
voluntarily delisting of the Series B Shares from the NYSE, we expect that the trading of the
Series B Shares will be reported on the OTCQB for so long as we remain a voluntary filer and
thereafter in the Pink Sheets with Pink OTC Markets Inc. The Companys Board of Trustees has
approved the delisting from the NYSE and deregistration of the Series B Shares under the Exchange
Act in order to save significant costs associated with compliance with these regulatory provisions.
180 North LaSalle Street Sale. On February 25, 2010, the Companys entered into a purchase
and sale agreement to sell the 180 North LaSalle Street property to an entity indirectly controlled
by Mr. Michael Silberberg of Nanuet, New York which was approved by the Companys Board of
Directors. The gross purchase price for this property is $72.25 million, subject to customary
pro-rations, credits and adjustments.
The closing of the sale was conditioned upon the existing first mortgage lender consenting to
the assumption of the propertys existing debt by the purchaser, unless the purchaser notifies the
Company that the purchaser has elected not to assume the existing debt and will instead obtain new
financing for the acquisition. On March 26, 2010, the purchaser notified the Company they were
electing not to assume the existing debt. The purchaser has deposited $4.0 million in escrow to
secure its obligation to purchase this property, which is now nonrefundable except upon the
occurrence of certain customary events, such as a default by the Company. The Company currently
estimates that after closing adjustments and costs, that it will receive net proceeds of
approximately $12.8 million. The Company classified this property as held for sale as of March 31,
2010.
It is currently contemplated that the closing will occur in May or June 2010. In the event
that the purchaser defaults on its obligation to purchase this property, the Companys sole remedy
is to receive the $4.0 million deposited in escrow.
Quarterly Distributions. On March 10, 2010, the Company announced that its Board determined
not to declare a quarterly distribution on its Series B Shares for the first quarter of 2010, and
that the Board is unable to determine when the Company might recommence distributions on the Series
B Preferred Shares. As of March 31, 2010, the total arrearage in dividends on the Series B
Preferred Shares was $11.25 million. The Board is also in the process of considering various
financing, capitalization, asset sales and other alternatives for the Company.
11
Table of Contents
7. Recent Developments (continued)
Termination of Management Agreement. We were also the asset and development manager for an
approximately 1.1 million square foot office building located at 1407 Broadway Avenue in New York,
New York, which is owned by affiliates of Lightstone. This agreement has been terminated by the
relevant Lightstone affiliate effective April 4, 2010. We recognized $0.1 million in fees recorded
in other property revenue for the three months ended March 31, 2010 and 2009.
2009
180 North LaSalle Street Sale. In September 2008, we entered into a purchase and sale
agreement (as amended, the Agreement) with Younan Properties, Inc. (Younan) whereby Younan
became obligated to purchase 180 North LaSalle Street, Chicago, Illinois (the Property), from the
subsidiary of the Company, 180 N. LaSalle II, L.L.C. (180 LLC) that owns the Property. This
transaction was unrelated to the currently pending 2010 sale.
Pursuant to the terms of the Agreement, Younan was obligated to close the transaction and
purchase the Property from 180 LLC on February 18, 2009. Younan failed to close by that deadline.
On February 19, 2009, 180 LLC sent a letter to Younan stating that Younan was in default under the
Agreement and that 180 LLC was terminating the Agreement. Because Younan failed to close the
transaction and purchase the Property prior to the February 18, 2009 deadline, under the terms of
the agreement, 180 LLC was entitled to retain as liquidated damages the $6.0 million of earnest
money that Younan previously deposited with 180 LLC. As a result, we have recorded $5.3 million,
net of costs, as other income in our consolidated financial statements for the three months ended
March 31, 2009. In addition, in the first quarter of 2009, we reinstated depreciation and
amortization associated with the Property related to the period that it was classified as property
held for sale in 2008, which was approximately $3.0 million. In accordance with U.S. GAAP, the
Company ceases depreciation and amortization when a property is classified as held for sale.
On February 13, 2009, Younan filed a lawsuit against 180 LLC seeking to rescind the Agreement
and obtain the return of the earnest money because Younan claims it was impossible for it to obtain
financing for the acquisition due to economic conditions at the time. On July 7, 2009, the judge
dismissed Younans lawsuit with prejudice. Younan filed an appeal of this decision on July 10,
2009. In our opinion, after consultation with legal counsel, we believe that this appeal is
without merit and that we will prevail. Although there can be no assurances about the eventual
outcome, we believe the ultimate outcome will not have a material adverse effect on our
consolidated financial condition or results of operations.
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8. Earnings Per Share
The following table sets forth the computation of basic and diluted net loss available per
common share for the three months ended March 31, 2010 and 2009 (dollars in thousands, except for
per share amounts):
Three months ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Numerator: |
||||||||
Loss from continuing operations attributable to Prime Group
Realty Trust |
$ | (46 | ) | $ | (4,439 | ) | ||
Net income allocated to preferred shareholders net of
noncontrolling interest |
(20 | ) | (20 | ) | ||||
Loss from continuing operations attributable to common
shareholders |
(66 | ) | (4,459 | ) | ||||
Discontinued operations attributable to common shareholders |
(2 | ) | (37 | ) | ||||
Net loss attributable to common shareholders |
$ | (68 | ) | $ | (4,496 | ) | ||
Denominator basic and diluted |
||||||||
Common shares |
236,483 | 236,483 | ||||||
Basic and diluted earnings (loss) attributable to common
shareholders per common share: |
||||||||
Loss from continuing operations |
$ | (0.28 | ) | $ | (18.85 | ) | ||
Discontinued operations |
(0.01 | ) | (0.16 | ) | ||||
Net loss attributable to common shareholders per common
share basic and diluted |
$ | (0.29 | ) | $ | (19.01 | ) | ||
9. Investments in Unconsolidated Joint Ventures
We have an investment in one unconsolidated joint venture which we account for under the
equity method of accounting.
Thistle Landing. We own a 23.1% common interest in Plumcor Thistle, L.L.C.,
(Plumcor/Thistle JV) which owns a 101,006 square foot office building located in Phoenix,
Arizona, that opened in late 1999. Our interest at March 31, 2010 and December 31, 2009 was an
equity investment of $0 and $53 thousand (included in Investment in unconsolidated joint venture),
respectively. Our share of the ventures operations was income of approximately $36 thousand and
$31 thousand for the three months ended March 31, 2010 and 2009, respectively (included in Income
from investment in unconsolidated joint venture). We received cash distributions of approximately
$89 thousand and $37 thousand during the three months ended March 31, 2010 and 2009, respectively.
10. Commitments and Contingencies
Legal. On October 26, 2005, Prime/Mansur exercised its option to acquire our membership
interest in the Plumcor/Thistle JV, and the parties subsequently executed the purchase and sale
agreement for the sale. On December 22, 2005, we terminated the purchase and sale agreement
relating to the Plumcor/Thistle JV because Prime/Mansur had failed to obtain our joint venture
partners consent to the transaction by the December 15, 2005 deadline contained in the agreement.
Prime/Mansur subsequently sent us a letter disputing our right to terminate the agreement, to which
we replied with a letter reaffirming our right to terminate the agreement. On January 31, 2006,
Prime/Mansur filed a lawsuit in the Circuit Court of Cook County, Illinois claiming that our
termination of the purchase and sale agreement was not justified. Prime/Mansur requested the court
to grant it either specific performance and order us to convey
our joint venture interest in Plumcor Thistle to Prime/Mansur or damages in the amount of $5.0
million. On September 21, 2009, the judge in the case granted our motion for summary judgment and
ruled that Prime/Mansur case had no merit. On March 11, 2010, we received from escrow
Prime/Mansurs $0.1 million of earnest money. Prime/Mansur has appealed the decision and we intend
to vigorously defend the judges decision. We believe the judges decision will not be reversed on
appeal and the ultimate outcome will not have a material adverse affect on our consolidated
financial condition or results of operations.
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10. Commitments and Contingencies (continued)
During 2006, the IRS began an examination of the income tax returns for our Operating
Partnership for the years ended 2003 and 2004 and 180 N. LaSalle, L.L.C. for the year ended 2004.
The IRS concluded its 2003 examination and we have been notified that no adjustments were proposed
for the Operating Partnership for that tax year. As a result of its examination of the income tax
return for 180 N. LaSalle, L.L.C. for the year ended 2004, the IRS has issued a Notice of Proposed
Adjustment. The proposed adjustment would not have a cash effect on us but would decrease the
amount of capital loss reported and carried forward on the tax return from the sale of its residual
interest it held in a REMIC. We have appealed the adjustment and believe that we have legitimate
defenses that the basis in the REMIC, as reported on the tax return, was correct. The IRS
examination of the 2004 Operating Partnership income tax return will remain open until the final
IRS ruling on the 2004 180 N. LaSalle, L.L.C. income tax return has been resolved.
In May 2007, we terminated the employment of Nancy Fendley, our former Executive Vice
President of Leasing. Ms. Fendley has disputed such termination and, on May 29, 2007, filed a
lawsuit against us in the Circuit Court of Cook County, Illinois alleging a breach of her
employment agreement and seeking approximately $9.0 million in damages. We believe we have valid
defenses to her claims and intend to vigorously contest the lawsuit. Although there can be no
assurances about the eventual outcome, we believe the ultimate outcome will not have a material
adverse affect on our consolidated financial condition or results of operations.
In connection with the purchase and sale agreement for the proposed sale of our 180 N. LaSalle
Street property that our subsidiary, 180 LLC, entered into in August 2008 and later terminated
because of the failure of Younan to timely close, one of the purchasers under the agreement (YPI
LaSalle Owner, LLC, a subsidiary of Younan) filed a lawsuit on February 13, 2009 against 180 LLC in
the Circuit Court of Cook County, Illinois, Chancery Division. In the lawsuit, Younan claimed that
the purchase agreement should be rescinded due to the doctrine of impossibility and
impracticability and that 180 LLC should return the $6.0 million earnest money to Younan because it
was impossible for Younan to obtain financing and that therefore it should be excused from closing,
even though the purchase agreement contained no financing contingency. On July 7, 2009, the judge
dismissed Younans lawsuit with prejudice. Younan filed an appeal of this decision on July 10,
2009. In our opinion, after consultation with legal counsel, we believe that this appeal is
without merit and that we will prevail. Although there can be no assurances about the eventual
outcome, we believe the ultimate outcome will not have a material adverse affect on our
consolidated financial condition or results of operations.
On October 20, 2009, Mr. Dean Konstand filed a shareholder derivative complaint in the Circuit
Court of Cook County, Illinois, Chancery Division, against Lightstone, Prime Office and the members
of our Board in place immediately after the closing of our acquisition by Lightstone, consisting of
David Lichtenstein, Jeffrey A. Patterson, John M. Sabin, Michael M. Schurer, Shawn R. Tominus,
Bruno De Vinck and George R. Whittemore. In this case, the plaintiff is alleging that the common
dividends declared by the Board in July 2005 and February 2006 constituted a breach of the Boards
duty of loyalty and care, and good faith and fair dealing, to the Company and the holders of the
Series B Shares, and that this breach was directed by Lightstone and Prime Office. The plaintiff
requests for the benefit of the Company that the court grant a judgment in favor of the Company
against all of the other defendants in the amount of $106 million, the amount of the dividends that
were declared on the foregoing dates. We
are incurring the costs of defense of this action as it relates to the members of our Board under
our indemnification obligations with our Board members. The Defendants have filed a Motion to
Dismiss this action and briefs have been filed by the parties. The costs of defense of the Board
members may be covered in whole or in part by our directors and officers liability insurance,
subject to coverage limits and applicable deductibles. Although there can be no assurances about
the eventual outcome, we believe after consultation with legal counsel, the ultimate outcome will
not have a material adverse affect on our consolidated financial condition or results of
operations.
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10. Commitments and Contingencies (continued)
We are a defendant in various other legal actions arising in the normal course of business.
We record a provision for a liability when it is both probable that a liability has been incurred
and the amount of loss can be reasonably estimated. Although the outcome of any litigation is
uncertain, we believe that such legal actions will not have a material adverse affect on our
consolidated financial position or results of operations.
Environmental. In November 2001, at the request of the Department of the Army of the
United States of America (the DOA), we granted the DOA a right of entry for environmental
assessment and response in connection with our property known as the Atrium located at
280 Shuman Boulevard in Naperville, Illinois. The DOA informed us that the property was located
north of a former Nike missile base and that the DOA was investigating whether certain regional
contamination of the groundwater by trichloethene (TCE) emanated from the base and whether the
DOA would be required to restore the environmental integrity of the region under the Defense
Environmental Restoration Program for Formerly Used Defense Sites. In December 2001, the results
from the tests of the groundwater from the site indicated elevated levels of TCE. It is currently
our understanding based on information provided by the DOA and an analysis prepared by its
environmental consultants that (i) the source of the TCE contamination did not result from the past
or current activities on the Atrium property, and (ii) the TCE contamination is a regional problem
that is not confined to the Atrium. Our environmental consultants have advised us that the United
States Environmental Protection Agency (the EPA) has issued a Statement of Policy towards owners
of property containing contaminated aquifers. According to this policy, it is the EPAs position
that where hazardous substances have come to be located on a property solely as a result of
subsurface migration in an aquifer from an offsite source, the EPA will not take enforcement
actions against the owner of the property. The groundwater underneath this property is relatively
deep, and the property obtains its potable water supply from the City of Naperville and not from a
groundwater well. Accordingly, we do not anticipate any material liability because of this
TCE contamination.
Our 330 N. Wabash Avenue office property currently contains asbestos in the form of spray-on
insulation located on the decking and beams of the building. We have been informed by our
environmental consultants that the asbestos in 330 N. Wabash Avenue is being properly maintained
and no remediation of the asbestos is necessary. However, we have in the past and we may in the
future voluntarily decide to remove or otherwise remediate some or all of this asbestos in
connection with the releasing and/or redevelopment of this property. Pursuant to the existing
accounting rules, a conditional asset retirement obligation is an unconditional legal obligation to
perform an asset retirement activity in which the timing and (or) method of settlement are
conditional on a future event that may or may not be within the control of the entity. Therefore,
we are required to recognize a liability for the fair value of a conditional asset retirement
obligation if the fair value of the liability can be reasonably estimated. We recorded an asset of
$10.2 million and a liability of $9.9 million related to asbestos abatement as of March 31, 2010.
A conditional asset retirement obligation for the removal of asbestos at our 330 N. Wabash
Avenue property was estimated to be $9.7 million as of December 31, 2009. For the three months
ended March 31, 2010, this obligation increased by $0.2 million based on the increased present
value of anticipated future abatement expenditures as the estimated date of abatement comes closer.
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10. Commitments and Contingencies (continued)
We believe that our other properties are in compliance in all material respects with all
federal, state and local laws, ordinances and regulations regarding hazardous or toxic substances.
We have not been notified by any governmental authority, and are not otherwise aware, of any
material noncompliance, liability or claim relating to hazardous or toxic substances in connection
with any of our other properties. None of the environmental assessments of our properties have
revealed any environmental liability that we believe would have a material adverse effect on our
financial condition or results of operations taken as a whole, nor are we aware of any such
material environmental liability. Nonetheless, it is possible that our assessments do not reveal
all environmental liabilities or that there are material environmental liabilities of which we are
unaware. Moreover, there can be no assurance that (i) future laws, ordinances or regulations will
not impose any material environmental liability or (ii) the current environmental condition of our
properties will not be affected by tenants, by the condition of land or operations in the vicinity
of our properties (such as the presence of underground storage tanks) or by third parties unrelated
to us. If compliance with the various laws and regulations, now existing or hereafter adopted,
exceeds our budgets for such items, our financial condition could be further adversely affected.
Lease Liabilities. As a part of lease agreements entered into with certain tenants, we assumed
certain financial obligations of tenants leases at their previous locations and subsequently
executed subleases for certain of the assumed lease space.
One of these leases is a lease entered into between the joint venture currently owning the
property known as Citadel Center and Citadel Investment Group, LLC (Citadel). We have agreed to
reimburse the joint venture for its obligation to reimburse Citadel for the financial obligations,
consisting of base rent and the pro rata share of operating expenses and real estate taxes, under
Citadels pre-existing lease (the Citadel Reimbursement Obligation) for 161,488 square feet of
space at the One North Wacker Drive office building in downtown Chicago, Illinois.
We have executed subleases at One North Wacker Drive for all of the space to partially
mitigate our obligation under the Citadel Reimbursement Obligation, which includes an estimated
remaining nominal gross rental obligation of $21.3 million (or net obligations of $1.9 million
after applying estimated future sublease recoveries) over the term of the lease. Although we have
sold our investment in Citadel Center, we previously retained 100.0% of this liability which will
expire in August 2012. Liabilities for leases assumed at March 31, 2010 and December 31, 2009
includes $1.9 million and $2.7 million, respectively, related to the Citadel Reimbursement
Obligation.
Effective September 24, 2009, the current owner of Citadel Center (131 LLC), terminated the
management agreement pursuant to which a subsidiary of our Operating Partnership managed the
Citadel Center property. We believe that this termination was wrongful and was in violation of the
terms of our management agreement with 131 LLC. We also believe that under Illinois law, by
wrongfully terminating the management agreement, 131 LLC has released us from liability for the
Citadel Reimbursement Obligation, because the indemnification agreement which provides for such
liability was entered into simultaneously with, and as part of the same transaction as, the
management agreement. On October 13, 2009, we filed suit in the Circuit Court of Cook County,
Illinois against 131 LLC for damages and a declaratory judgment that we no longer have any
obligations under the management agreement, the indemnification agreement, and two related escrow
agreements, and that the amounts held pursuant to such escrow agreements should be paid to us by
131 LLC immediately. We have been continuing to satisfy the Citadel Reimbursement Obligation while
the case is pending although this could change in the future.
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11. Fair Values of Financial Measurements
The Company utilizes fair value measurements to record fair value adjustments to certain
assets and liabilities and to determine fair value disclosures. Additionally, the Company, from
time to time, may be required to record other assets at fair value on a nonrecurring basis.
The Company groups assets and liabilities at fair value in a three level hierarchy, based on
the markets in which the assets and liabilities are traded and the reliability of the assumptions
used to determine fair value.
These levels are:
Level 1 | Valuation is based upon quoted prices for identical assets or liabilities in
active markets. |
||
Level 2 | Valuation is based upon quoted prices for similar assets or liabilities in
active markets, quoted prices for identical or similar assets or liabilities in markets
that are not active, and model-based valuation techniques for which all significant
assumptions are observable in the market. |
||
Level 3 | Valuation is based on unobservable and significant assumptions to the fair
value measurement. |
The mortgage and notes payable carrying amount of our variable rate borrowings approximates
their fair value. The fair values of our fixed rate debt agreements are estimated using discounted
cash flow analyses based upon index rates, market spreads and incremental borrowing rates for
similar types of borrowing arrangements. Similar debt instruments are traded in active markets so
we classify our mortgage and notes payable to be classified within Level 2 of the valuation
hierarchy. The estimated current fair value of our mortgage and notes payable is estimated at
$255.9 million and $258.7 million as of March 31, 2010 and December 31, 2009, respectively. Our
recorded carrying value is $337.7 million and $341.8 million as of March 31, 2010 and December 31,
2009, respectively.
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which reflect managements current
view with respect to future events and financial performance. Such forward-looking statements are
subject to certain risks and uncertainties which could cause actual results to differ materially
from those anticipated, and include but are not limited to: risks associated with the current
economic crises that has resulted in a substantial loss in the value of office properties in
general across the United States and in our portfolio in particular; risks associated with the
Chicago metropolitan area economy and the demand for office space; risks associated with domestic
and international financial markets that have experienced unusual volatility and uncertainty and
have made financing difficult to obtain on satisfactory terms; risks associated with the fact that
our operating losses for the last several years have been significant and we project them to
continue for the foreseeable future, which has and will in the future significantly impact our
ability to continue operating our business; risks associated with the delisting from the NYSE and
deregistering from the SEC of our Series B Shares; including any potential adverse effects to the
marketability and longevity of our Series B Shares; risks relating to the effects of future events
on our financial performance; risks associated with our high level of indebtedness and our ability
to refinance our indebtedness as it becomes due; risks that we or our subsidiaries will not be able
to satisfy scheduled debt service obligations or will not remain in compliance with existing loan
covenants; the effects of future events, including tenant bankruptcies and defaults; risks
associated with conflicts of interest that exist with certain members of our Board as a result of
such members affiliation with our sole common shareholder; the risks related to the office and, to
a lesser extent, industrial markets in which our properties compete, including the adverse impact
of external factors such as inflation, consumer confidence, unemployment rates and consumer tastes
and preferences; the risk of potential increase in market interest rates from current rates; and
risks associated with real estate ownership, such as the potential adverse impact of changes in the
local and national economic climate on the revenues and the value of our properties as well as our
tenants and vendors operations. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of March 31, 2010.
Among the matters about which we have made assumptions in connection with these
forward-looking statements are the following:
| future economic and market conditions which may impact the demand for office space
either at current or increased levels; |
||
| the extent of any tenant bankruptcies or defaults that may occur; |
||
| our continuing ability to conduct our operations in substantially the same manner as we
historically have; |
||
| our ability or inability to renew existing tenant leases and lease up vacant space; |
||
| prevailing interest rates; |
||
| the effect of inflation and other factors on operating expenses and real estate taxes; |
||
| our ability to minimize various expenses as a percentage of our revenues; and |
||
| the availability of, and our ability to consummate financing, refinancing and capital
transactions. |
In addition, historical results and percentage relationships set forth in this Quarterly
Report on Form 10-Q are not necessarily indicative of future operations.
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OVERVIEW
We are a fully-integrated, self-administered and self-managed REIT which owns, manages,
leases, develops, and redevelops office real estate, primarily in metropolitan Chicago. As of March
31, 2010, our portfolio of properties consists of 7 office properties containing an aggregate of
3.2 million net rentable square feet. In addition, we have a joint venture interest in an office
property containing approximately 101,000 net rentable square feet. We lease and manage 3.2
million square feet comprising all of our wholly-owned properties.
All of our properties, except our joint venture property, are located in the Chicago
metropolitan area in prime business locations within established business communities and account
for all of our rental revenue and tenant reimbursements revenue. Our joint venture property is
located in Phoenix, Arizona.
Our results reflect the general weakness in the office leasing market in the Chicago
metropolitan area over the past several years. Due to weakness in the leasing market, we have been
challenged to retain existing tenants and locate new tenants for our vacant and non-renewing space
at acceptable economic rental rates.
Our management is addressing this challenge by increasing our marketing efforts both through
working with the office brokerage community and in direct marketing campaigns to prospective users
of office space in our market, as well as selectively investing in targeted capital expenditures to
improve our properties in order to enhance our position in our market. In addition, our
Board is also in the process of considering various financing, capitalization, asset sales and
other alternatives for the Company.
Our income and cash flow is derived primarily from rental revenue (including tenant
reimbursements) from our properties. The following summarizes our portfolio occupancy at the end of
the first quarter of 2010 and each of the four quarters of 2009, excluding properties sold in
subsequent periods:
Portfolio Occupancy | ||||||||||||||||||||
March 31, | December 31, | September 30, | June 30, | March 31, | ||||||||||||||||
2010 | 2009 | 2009 | 2009 | 2009 | ||||||||||||||||
Portfolio Total |
74.4 | % | 79.6 | % | 81.2 | % | 79.8 | % | 78.5 | % | ||||||||||
Unconsolidated
Joint Venture
Property |
54.7 | % | 54.7 | % | 54.7 | % | 54.7 | % | 54.7 | % | ||||||||||
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires
us to make estimates and assumptions. We believe that the following critical accounting policies
involve our more significant judgments and estimates used in the preparation of our consolidated
financial statements. No significant changes have been made to our critical accounting policies
since December 31, 2009 as disclosed in our Annual Report on Form 10-K for the year ended December
31, 2009 filed April 9, 2010.
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Results of Operations
Comparison of the three months ended March 31, 2010 and 2009
The table below represents selected operating information for our portfolio. Property revenues
include rental revenues, tenant reimbursements and other property operating revenues. Property
operating expenses include real estate taxes, utilities and other property operating expenses.
(Dollars in thousands) | 2010 | 2009 | $ Change | |||||||||
Property revenues |
$ | 12,954 | $ | 15,191 | $ | (2,237 | ) | |||||
Services Company revenues |
136 | 272 | (136 | ) | ||||||||
Total revenues |
13,090 | 15,463 | (2,373 | ) | ||||||||
Property operating expenses |
6,936 | 8,881 | (1,945 | ) | ||||||||
Depreciation and amortization |
4,160 | 4,226 | (66 | ) | ||||||||
General and administrative |
1,291 | 2,255 | (964 | ) | ||||||||
Services Company operations |
135 | 304 | (169 | ) | ||||||||
Total expenses |
12,522 | 15,666 | (3,144 | ) | ||||||||
Operating income (loss) |
568 | (203 | ) | 771 | ||||||||
Interest and other income |
415 | 5,034 | (4,619 | ) | ||||||||
Income from investments in unconsolidated
joint ventures |
36 | 31 | 5 | |||||||||
Interest: |
||||||||||||
Expense |
(5,922 | ) | (6,413 | ) | 491 | |||||||
Amortization of deferred financing costs |
(287 | ) | (2,756 | ) | 2,469 | |||||||
Loss from continuing operations |
(5,190 | ) | (4,307 | ) | (883 | ) | ||||||
Discontinued operations |
(262 | ) | (4,219 | ) | 3,957 | |||||||
Net loss |
$ | (5,452 | ) | $ | (8,526 | ) | $ | 3,074 | ||||
Property Revenues. The decrease of $2.2 million in property revenue was primarily due to
lower occupancy at some of our properties mainly Continental Towers as a result of AON Consulting
not renewing their lease that expired, lower tenant reimbursements due to decreased occupancy and
operating expenses and decreased management fee income due to termination of management contracts.
Property Operating Expenses. The decrease of $1.9 million in property operating expenses was
primarily due to lower real estate tax assessments at some of our properties and reduced expenses
related to lower occupancy.
General and Administrative. The decrease of $1.0 million in general and administrative was
primarily due to decreased employee bonuses, decrease in salaries due to personnel reductions, and
decreased strategic alternative costs.
Interest and Other Income. The decrease of $4.6 million in interest and other expense was
primarily due to an earnest money deposit recorded as income in 2009 related to the termination of
a sale agreement on our 180 North LaSalle Street property.
Amortization of Deferred Financing Costs. The decrease of $2.5 million in amortization of
deferred financing costs was primarily due to a decrease in non-cash accrued finance charges
related to the exit and restructuring fees on the Citicorp Loan associated with our investment in
ESH. We assigned our membership interest in BHAC and transferred the related Citicorp Loan in the
third quarter of 2009.
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Discontinued Operations. Discontinued operations include the results of operations of our 180
North LaSalle Street property, classified as held for sale at March 31, 2010; our 7100 Madison
Avenue property, which we sold in February 2010; our 800-810 Jorie Boulevard property, which was
conveyed to the lender in exchange for a release from the related loan in July 2009; and the
residual effects related to properties sold in prior years.
Liquidity and Capital Resources
We require cash to pay our operating expenses, make capital expenditures, fund tenant
improvements and leasing costs, pay distributions/dividends and service our debt and other
short-term and long-term liabilities. Cash on hand and net cash provided from assets sales, such as
the pending sale of our 180 North LaSalle Street property, represent our primary sources of
liquidity to fund these expenditures. In assessing our liquidity, key components include our net
income adjusted for non-cash and non-operating items, and current assets and liabilities, in
particular accounts receivable, accounts payable and accrued expenses. For the longer term, our
debt and long-term liabilities are also considered key to assessing our liquidity.
Our anticipated cash flows from operations combined with cash on hand (including restricted
cash escrows) are expected to be sufficient to fund our anticipated short-term capital needs during
the year. During 2010, we anticipate the need to fund significant capital expenditures to retenant
and/or redevelop space that has been previously vacated, or is anticipated to be vacated, such as
Jenner & Block, which accounted for 16.4% of our 2009 total revenue, or renew leases which are
expiring during the year. In order to fund these and our other short-term and long-term capital
needs, we expect to utilize available funds from cash on hand, available borrowing capacity with
certain of our lenders, cash generated from our operations and existing or future escrows with
lenders and cash generated from capital events, including asset sales. In addition, we may enter
into additional capital transactions, which could include additional asset sales, refinancings and
modifications or extensions of existing loans. There can be no assurances that any capital
transactions will occur or, if they do occur, that they will yield adequate proceeds to fund our
long-term capital needs or will be on terms favorable to us. In the event that any of our
properties generate insufficient cash flow to fund such propertys debt service and operating
expenses, we may not fund any such shortfalls and in the absence of a loan restructuring may
instead convey the property to the relevant property lender pursuant to a deed in lieu of
foreclosure transaction or allow the property to be foreclosed on by the lender.
Cash Flows from Operating Activities. Net cash used in operating activities was $1.7 million
for the three months ended March 31, 2010, compared to $0.8 million for the three months ended
March 31, 2009 an increase of $0.9 million. This change was primarily due to: a $4.1 million
increase in real estate tax payments in 2010 primarily due to timing of the payments; a $1.3
million reduction in property revenues associated with our Continental Towers and 330 North Wabash
Avenue properties due to lower occupancy; a $0.5 million reduction in other income due to the loss
of third-party management contracts; and a $0.2 million reduction of parking revenues at our 330 N.
Wabash Avenue property. The increase was partially offset by a $2.7 million decrease in interest
payments primarily due to the release and assignment of the loan from Citicorp USA, Inc. in July
2009 and default interest on Continental Towers and Brush Hill Office Court loans that has been
accrued but not yet paid; a $0.8 million reduction in employee bonuses; a $0.7 million reduction in
property operating expenses associated with our 330 N. Wabash Avenue and Continental Towers
properties due to lower occupancy; and a $0.7 million reduction in general and administrative
expenses.
Cash Flows from Investing Activities. Net cash provided by investing activities was $5.3
million for the three months ended March 31, 2010 compared to $0.1 million for the three months
ended March 31, 2009 an increase of $5.2 million. During the first quarter of 2010, we received
$4.0 million in proceeds from the sale of 7100 Madison Avenue. In addition, we had a decrease in
capital expenditures in 2010 of $2.7 million compared to 2009, primarily due to additional tenant
improvements, building improvements and asbestos abatement at our 330 N. Wabash Avenue property in
2009. These items were partially offset by increased costs associated with new leasing in 2010 of
$0.8 million.
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Cash Flows from Financing Activities. Net cash used in financing activities was $4.0 million
for the three months ended March 31, 2010 compared to $0.6 million for the three months ended March
31, 2009 an increase of $3.4 million. During the first quarter of 2010, in conjunction with the
sale of 7100 Madison Avenue, the Company paid off the debt that encumbered this property of $3.6
million. In 2009 our parent company made a capital contribution of $3.6 million to the Company to
pay principal and interest on the Citicorp Loan to PGRT ESH. This loan was assigned to our parent
company in July 2009. The above items were partially offset by $2.3 million in dividends paid to
the preferred shareholders in the first quarter of 2009.
In order to qualify as a REIT for federal income tax purposes, we must distribute 90.0% of our
taxable income (excluding capital gains) annually. As of the first quarter of 2010, we are not
current on the payment of dividends on our Series B Shares with a total arrearage in payment of
$11.25 million. Our management and Board review our cash position, the status of potential capital
events, debt levels and requirements for cash reserves and market conditions each quarter prior to
making any decision with respect to paying distributions/dividends. Dividends on our common shares
may not be made until all accrued dividends on our Series B Shares are declared and paid or set
apart for payment. Future distributions/dividends, including distributions to be paid to the
holders of the Series B Shares upon the redemption of such shares, will depend on the actual cash
available for distribution, our financial condition, current and future capital requirements, the
completion or status of any capital transactions, including refinancings and asset sales, the
annual distribution requirements under the REIT provisions of the Code and such other factors as
our Board deems relevant.
The financial covenants contained in some of our loan agreements and guarantee agreements with
our lenders include minimum ratios for debt service coverage, minimum net worth levels and minimum
liquidity levels as well as other financial covenants. As of March 31, 2010, we are in compliance
with the requirements of all of our financial covenants.
As a requirement of our lenders, we maintain escrow accounts and restricted cash balances for
particular uses. At March 31, 2010, these accounts totaled $25.1 million. These escrows are used
to fund capital and tenant improvements, lease obligations, real estate taxes and insurance,
depository accounts, environmental remediation and various other purposes.
We believe that the operating plan we have developed for the current year will, if executed
successfully, provide sufficient liquidity to finance the Companys anticipated working capital,
escrow and capital expenditure requirements for the current year and maintain compliance with our
debt covenants for the year. In addition, we intend to continue our ongoing efforts to improve the
Companys cash flows and improve the Companys working capital position by re-examining all aspects
of the Companys business for areas of improvement and focusing on minimizing the Companys
property operating expenses so that our operations are responsive to market conditions and we can
remain competitive in the leasing of our properties. Our assumptions underlying our operating plan
anticipate stabilized net operating income estimated on a consistent basis from the prior year and
does not anticipate any catastrophic events such as a major tenant defaulting on their leases with
us or any material negative resolutions with regard to the contingencies we have disclosed in our
financial statements. Should such events occur, we may not have sufficient cash on hand to satisfy
such obligations or find replacement tenants in a time period sufficient to fund operations and we
may need to sell one or more assets. Additionally, any inability on our part to comply with our
financial covenants, obtain waivers for non-compliance or obtain alternative financing to replace
the current agreements could have a material adverse effect on our financial position, results of
operations and cash flows.
Given our current level of debt, limited availability of unencumbered collateral and our
current financing arrangements, we may not be able to obtain additional debt financing, refinance
or extend our existing financings or, if we are able to do the foregoing, negotiate terms that are
fair and reasonable.
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The following tables disclose our contractual obligations and commercial commitments as of
March 31, 2010:
Payments Due by Period | ||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
Remainder | 2011/ | 2013/ | 2015 and | |||||||||||||||||
Total | of 2010 | 2012 | 2014 | Thereafter | ||||||||||||||||
Contractual Obligations (A) |
||||||||||||||||||||
Mortgage notes payable (B) |
$ | 337,657 | $ | 123,709 | $ | 154,223 | $ | 59,725 | $ | | ||||||||||
Interest expense on mortgage notes
payable |
26,379 | 13,402 | 11,422 | 1,555 | | |||||||||||||||
Operating lease obligations |
2,025 | 178 | 450 | 441 | 956 | |||||||||||||||
Tenant improvement
allowances (C) |
698 | 698 | | | | |||||||||||||||
Liabilities for leases
assumed and lease reimbursement
obligations (D) |
21,313 | 6,470 | 14,843 | | | |||||||||||||||
Total contractual cash
obligations |
$ | 388,072 | $ | 144,457 | $ | 180,938 | $ | 61,721 | $ | 956 | ||||||||||
(A) | We anticipate funding these obligations from operations, cash on hand, escrowed funds and
debt or asset sale(s) transaction(s). |
|
(B) | These totals represent the face value of our mortgage notes payable. The 2010 obligations
include $115.0 million due on two loans relating to our Continental Towers property which
loans were in default in January 2010. The Lender accelerated the debt maturity to be due
immediately on March 5, 2010 (see Note 4 Mortgage Notes Payable). The 2011/2012 obligations
include: $88.0 million due on our 330 N. Wabash Avenue property in 2011, for which we have
two one-year extension options, and $60.0 million due on our 180 N. LaSalle Street property.
180 N. LaSalle Street property is currently under contract to be sold (see Note 7 Recent
Developments). |
|
On January 14, 2010, we received a notice of maturity date default from the special
servicer of the non-recourse mortgage note on our Brush Hill Office Court property (see
Note 4 Mortgage Notes Payable). The loan matured on January 1, 2010 and was not paid
off. This loan is non-recourse, subject to customary non-recourse carve-outs. We have
reached a tentative agreement with the lender on this loan to extend the maturity date to
April 2011 subject to the finalization and execution of the loan extension documents.
Since the Brush Hill Office Court loan extension has not been finalized the principal
amount of this mortgage note payable, approximately $7.4 million, is included as a 2010
obligation. |
||
The only other remaining 2011 maturity assuming the one-year extension option on 330 N.
Wabash Avenue is exercised by the Company is a $5.5 million loan on Enterprise Center II. |
||
(C) | We have escrows of $0.5 million that may be utilized to fund these obligations. |
|
(D) | These obligations are offset by any receipts from subleasing of the related space. We
currently have executed subleases that we estimate will provide subleasing receipts of
$19.4 million consisting of base rent and the pro-rata share of operating expenses and real
estate taxes. In addition, we have escrowed reserves totaling $3.7 million to fund a portion
of this contractual amount at March 31, 2010. |
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Amount of Commitment Expiration Per Period | ||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
Other Commercial | Total | 2011/ | 2013/ | 2015 and | ||||||||||||||||
Commitments | Committed | 2010 | 2012 | 2014 | Thereafter | |||||||||||||||
Environmental
remediation (A) |
$ | 9,898 | $ | 9,250 | $ | 253 | $ | 89 | $ | 306 | ||||||||||
Series B Shares (B) |
11,250 | (B | ) | (B | ) | (B | ) | (B | ) | |||||||||||
Total commercial
commitments |
$ | 21,148 | $ | 9,250 | $ | 253 | $ | 89 | $ | 306 | ||||||||||
(A) | This represents a liability for asbestos abatement at our 330 N. Wabash Avenue
property. See Note 10 Commitments and Contingencies -for further information. |
|
(B) | Dividends are cumulative and payable at a 9.0% annual rate each quarter that our
Series B Shares remain outstanding. Our Board decided not to declare any quarterly dividends
for 2009 and the first quarter of 2010. The total arrearage in payment of dividends on the
Series B Shares is $11.25 million at March 31, 2010. |
|
With respect to the payment of the dividends referred to above, there can be no assurance as
to the timing and amounts of any future dividends. Management and our Board review the
Companys cash position, the status of potential capital events, market conditions, debt
levels and the Companys requirements for cash reserves each quarter prior to making any
decision with respect to paying dividends. |
||
The holders of our Series B Shares have the right to elect two additional members to our
Board if six consecutive quarterly dividends on our Series B Shares are not made. The term
of any trustees elected by the Series B shareholders will expire whenever all dividends in
arrears on the Series B Shares have been paid and current dividends declared and set apart
for payment. |
Preferred Shares. Our Series B Shares rank senior to our common shares as to the payment of
dividends. Our Series B Shares may be redeemed at our option at a redemption price of $25.00 per
share plus accrued and unpaid dividends. The redemption price is payable solely out of the proceeds
from our sale of other capital shares of beneficial interest.
Indebtedness. Our aggregate indebtedness had a carrying value and face value of $337.7 million
at March 31, 2010. Our indebtedness not including indebtedness currently in default (see Note 4 -
Mortgage Notes Payable) had a weighted average maturity of 1.5 years and bore interest at a
weighted average interest rate of 6.3% per annum. At March 31, 2010, $326.8 million, or 96.8% of
such indebtedness, bore interest at fixed rates, and $10.9 million, or 3.2% of such indebtedness,
bore interest at variable rates.
Debt Activity. We paid $0.5 million of amortized principal debt service during the first
three months of 2010 and repaid $3.6 million of principal related to the sale of our 7100 Madison
Avenue property on February 1, 2010.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements with any unconsolidated investments or joint
ventures that we believe have or are reasonably likely to have a material effect on our financial
condition, results of operations, liquidity or capital resources.
As part of our ongoing business, we have not participated in transactions that generate
relationships with unconsolidated entities or financial partnerships, often referred to as
structured finance or special purpose entities (SPEs), which would have been established for the
purpose of facilitating off-balance
sheet arrangements or for other contractually narrow or limited purposes. As of March 31,
2010, we are not involved in any unconsolidated SPE transactions.
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Inflation
Substantially all of our leases require tenants to pay, as additional rent, a portion of real
estate taxes and operating expenses. In addition, many of our leases provide for fixed increases in
base rent or indexed escalations (based on the Consumer Price Index or other measures). We believe
that inflationary increases in expenses will be offset, in part, by the expense reimbursements and
contractual rent increases described above.
As of March 31, 2010, approximately $10.9 million of our outstanding indebtedness was subject
to interest at variable rates. Future indebtedness may also be subject to variable rate interest.
Inflation, and its impact on variable interest rates, could affect the amount of interest payments
due on such indebtedness.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
The following table provides information about our financial instruments that are sensitive to
changes in interest rates. For our mortgage notes payable, the table presents principal cash flows,
including principal amortization, and related weighted-average interest rates by expected maturity
dates as of March 31, 2010.
Interest Rate Sensitivity | ||||||||||||||||||||
Principal (Notional) Amount by Expected Maturity | ||||||||||||||||||||
Average Interest Rate | ||||||||||||||||||||
2010 | 2011 | 2012 | 2013 | Total | ||||||||||||||||
(dollars in millions) | ||||||||||||||||||||
Liabilities |
||||||||||||||||||||
Mortgage notes payable (1): |
||||||||||||||||||||
Fixed rate amount Face Value |
$ | 123.4 | $ | 153.4 | $ | | $ | 50.0 | $ | 326.8 | ||||||||||
Weighted-average interest rate
Face Value |
11.0 | % | 5.8 | % | | 8.0 | % | | ||||||||||||
Variable rate amount Face Value |
$ | 0.3 | $ | 0.4 | $ | 0.4 | $ | 9.8 | $ | 10.9 | ||||||||||
Weighted-average interest rate |
4.5 | % | 4.5 | % | 4.5 | % | 4.5 | % | |
(1) | Based upon the rates in effect at March 31, 2010, the weighted-average interest rates on
our mortgage notes payable at March 31, 2010 was 8.0%. If interest rates on our variable rate
debt increased by one percentage point, our annual interest incurred would increase by $0.1
million. The face value of our mortgage notes payable approximated the carrying value at
March 31, 2010. |
Item 4. | Controls and Procedures. |
(a) | Evaluation of disclosure controls and procedures |
As previously disclosed, management previously assessed the effectiveness of our internal
controls over financial reporting and determined that as of the end of each calendar quarter of
2008 and as of December 31, 2007 in connection with the previously disclosed restatements of our
financial statements for such periods, that we had material weaknesses in our internal controls
over financial reporting as of those dates as described in our prior filings relating to such
periods. Currently our management has evaluated, under the supervision and with the participation
of our Chief Executive Officer and our Executive Vice PresidentCapital Markets, the officer
currently performing the function of our principal financial officer, the effectiveness of our
disclosure controls and procedures as of March 31, 2010. Based on that evaluation, our
Chief Executive Officer and Executive Vice PresidentCapital Markets concluded that, as of March
31, 2010, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934), were effective.
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(b) | Changes in Internal Control over Financial Reporting. |
There was no change in our internal control over financial reporting during the last fiscal
quarter covered by this report that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART IIOTHER INFORMATION
Item 1. | Legal Proceedings. |
Except as described below, neither we nor any of our properties are presently subject to any
material litigation or legal proceeding, nor, to our knowledge, is any material litigation or legal
proceeding threatened against us, other than routine litigation arising in the ordinary course of
business, some of which is expected to be covered by liability insurance and all of which
collectively is not expected to have a material adverse effect on our consolidated financial
statements.
On October 26, 2005, Prime/Mansur exercised its option to acquire our membership interest in
the Plumcor/Thistle JV, and the parties subsequently executed the purchase and sale agreement for
the sale. On December 22, 2005, we terminated the purchase and sale agreement relating to the
Plumcor/Thistle JV because Prime/Mansur had failed to obtain our joint venture partners consent to
the transaction by the December 15, 2005 deadline contained in the agreement. Prime/Mansur
subsequently sent us a letter disputing our right to terminate the agreement, to which we replied
with a letter reaffirming our right to terminate the agreement. On January 31, 2006, Prime/Mansur
filed a lawsuit in the Circuit Court of Cook County, Illinois claiming that our termination of the
purchase and sale agreement was not justified. Prime/Mansur requested the court to grant it either
specific performance and order us to convey our joint venture interest in Plumcor Thistle to
Prime/Mansur or damages in the amount of $5.0 million. On September 21, 2009, the judge in the case
granted our motion for summary judgment and ruled that Prime/Mansur case had no merit. On March
11, 2010, we received from escrow Prime/Mansurs $0.1 million of earnest money. Prime/Mansur has
appealed the decision and we intend to vigorously defend the judges decision. We believe the
judges decision will not be reversed on appeal and the ultimate outcome will not have a material
adverse affect on our consolidated financial condition or results of operations.
During 2006, the IRS began an examination of the income tax returns for our Operating
Partnership for the years ended 2003 and 2004 and 180 N. LaSalle, L.L.C. for the year ended 2004.
The IRS concluded its 2003 examination and we have been notified that no adjustments were proposed
for the Operating Partnership for that tax year. As a result of its examination of the income tax
return for 180 N. LaSalle, L.L.C. for the year ended 2004, the IRS has issued a Notice of Proposed
Adjustment. The proposed adjustment would not have a cash effect on us but would decrease the
amount of capital loss reported and carried forward on the tax return from the sale of its residual
interest it held in a REMIC. We have appealed the adjustment and believe that we have legitimate
defenses that the basis in the REMIC, as reported on the tax return, was correct. The IRS
examination of the 2004 Operating Partnership income tax return will remain open until the final
IRS ruling on the 2004 180 N. LaSalle, L.L.C. income tax return has been resolved.
In May 2007, we terminated the employment of Nancy Fendley, our former Executive Vice
President of Leasing. Ms. Fendley has disputed such termination and, on May 29, 2007, filed a
lawsuit against us in the Circuit Court of Cook County, Illinois alleging a breach of her
employment agreement and seeking approximately $9.0 million in damages. We believe we have valid
defenses to her claims and intend to vigorously contest the lawsuit. Although there can be no
assurances about the eventual outcome, we believe the ultimate outcome will not have a material
adverse affect on our consolidated financial condition or results of operations.
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In connection with the purchase and sale agreement for the proposed sale of our 180 N. LaSalle
Street property that our subsidiary, 180 LLC, entered into in August 2008 and later terminated
because of the failure of Younan to timely close, one of the purchasers under the agreement (YPI
LaSalle Owner, LLC, a
subsidiary of Younan) filed a lawsuit on February 13, 2009 against 180 LLC in the Circuit
Court of Cook County, Illinois, Chancery Division. In the lawsuit, Younan claimed that the
purchase agreement should be rescinded due to the doctrine of impossibility and impracticability
and that 180 LLC should return the $6.0 million earnest money to Younan because it was impossible
for Younan to obtain financing and that therefore it should be excused from closing, even though
the purchase agreement contained no financing contingency. On July 7, 2009, the judge dismissed
Younans lawsuit with prejudice. Younan filed an appeal of this decision on July 10, 2009. In our
opinion, after consultation with legal counsel, we believe that this appeal is without merit and
that we will prevail in it. Although there can be no assurances about the eventual outcome, we
believe the ultimate outcome will not have a material adverse affect on our consolidated financial
condition or results of operations.
On October 20, 2009, Mr. Dean Konstand filed a shareholder derivative complaint in the Circuit
Court of Cook County, Illinois, Chancery Division, against us, Lightstone, Prime Office and the
members of our Board in place immediately after the closing of our acquisition by Lightstone,
consisting of David Lichtenstein, Jeffrey A. Patterson, John M. Sabin, Michael M. Schurer, Shawn R.
Tominus, Bruno De Vinck and George R. Whittemore. In this case, the plaintiff is alleging that the
common dividends declared by the Board in July 2005 and February 2006 constituted a breach of the
Boards duty of loyalty and care, and good faith and fair dealing, to the Company and the holders
of the Series B Shares, and that this breach was directed by Lightstone and Prime Office. The
plaintiff requests for the benefit of the Company that the court grant a judgment in favor of the
Company against all of the other defendants in the amount of $106 million, the amount of the
dividends that were declared on the foregoing dates. We are incurring the costs of defense of this
action as it relates to the members of our Board under our indemnification obligations with our
Board members. The Defendants have filed a Motion to Dismiss this action and briefs are being
filed by the parties. The costs of defense of the Board members may be covered in whole or in part
by our directors and officers liability insurance, subject to coverage limits and applicable
deductibles. Although there can be no assurances about the eventual outcome, we believe the
ultimate outcome will not have a material adverse affect on our consolidated financial condition or
results of operations.
Effective September 24, 2009, the current owner of Citadel Center (131 LLC), terminated the
management agreement pursuant to which a subsidiary of our Operating Partnership managed the
Citadel Center property. We believe that this termination was wrongful and was in violation of the
terms of our management agreement with 131 LLC. We also believe that under Illinois law, by
wrongfully terminating the management agreement, 131 LLC has released us from liability for the
Citadel Reimbursement Obligation, because the indemnification agreement which provides for such
liability was entered into simultaneously with, and as part of the same transaction as, the
management agreement. On October 13, 2009, we filed suit in the Circuit Court of Cook County,
Illinois against 131 LLC for damages and a declaratory judgment that we no longer have any
obligations under the management agreement, the indemnification agreement, and two related escrow
agreements, and that the amounts held pursuant to such escrow agreements should be paid to us by
131 LLC immediately. We have been continuing to satisfy the Citadel Reimbursement Obligation while
the case is pending although this could change in the future.
We are a defendant in various other legal actions arising in the normal course of business.
We record a provision for a liability when it is both probable that a liability has been incurred
and the amount of loss can be reasonably estimated. Although the outcome of any litigation is
uncertain, we believe that such legal actions will not have a material adverse affect on our
consolidated financial condition or results of operations.
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Item 1A. | Risk Factors. |
Information regarding risk factors appears under the caption Forward-Looking Statements Part
I Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
of this Quarterly Report on Form 10-Q and in Part I Item 1A Risk Factors of our Annual Report
on Form 10-K for the year ended December 31, 2009. There have been no material changes from the
risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31,
2009.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
None.
Item 3. | Defaults Upon Senior Securities. |
We are currently in arrears in the payment of dividends on our Series B Shares. As of the
date of filing of this Form 10-Q, the total arrearage in payment of dividends on the Series B
Shares is four quarters in 2009 and the first quarter of 2010 for a total of $11.25 million. See
Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity
and Capital Resources for a discussion of our current policy with respect to dividends on our
outstanding shares of beneficial interest.
Item 4. | [Removed and Reserved] |
Item 5. | Other Information. |
None.
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Item 6. | Exhibits |
10.1 | 180 N. LaSalle Purchase and Sale Agreement between 180 N. LaSalle
II, L.L.C., and 180 N. LaSalle Realty LLC effective as of
February 25, 2010. |
|||
31.1 | Rule 13a-14(a) Certification of Jeffrey A. Patterson, President
and Chief Executive Officer of Registrant. |
|||
31.2 | Rule 13a-14(a) Certification of Paul G. Del Vecchio, Executive
Vice President¾Capital Markets of Registrant. |
|||
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
Jeffrey A. Patterson, President and Chief Executive Officer of
Registrant. |
|||
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Paul
G. Del Vecchio, Executive Vice President¾Capital Markets of
Registrant. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PRIME GROUP REALTY TRUST Registrant |
||||
Date: May 13, 2010 | /s/ Jeffrey A. Patterson | |||
Jeffrey A. Patterson | ||||
President and Chief Executive Officer (Duly Authorized Officer) |
30