MPG » Topics » Note 8-Minority Interests

These excerpts taken from the MPG 10-K filed Apr 30, 2009.

Minority Interests

Minority interests allocated to continuing operations decreased $11.8 million, or 54%, during 2008 as compared to 2007 due to our increased net loss. In accordance with Accounting Research Bulletin (“ARB”) No. 51, Consolidated Financial Statements, during 2008 we were unable to allocate $33.3 million of our net loss to our minority partners since to do so would have reduced their investment in the equity of our Operating Partnership to less than zero. Should we record net income in future periods, we will allocate 100% of such income to our common stockholders until such point in time that the losses in excess of our minority partners’ basis previously allocated to our common stockholders is restored.

Discontinued Operations

Our loss from discontinued operations in 2008 is primarily due to non-cash impairment charges totaling $73.7 million to write down 1920 and 2010 Main Plaza and City Plaza due to their disposition and $50.0 million to reduce our carrying value on 3161 Michelson to estimated fair value, less estimated costs to sell, due to the decision to classify this property as held for sale as of December 31, 2008. Our income from discontinued operations in 2007 includes a $195.4 million gain (and related allocation of $21.9 million in minority interests) from the sale of Pacific Center, Regents Square and Wateridge Plaza.

2007 Compared to 2006

Our results of operations for the year ended December 31, 2007 compared to the same period in 2006 were significantly affected by acquisitions and dispositions made during 2007. Therefore, our results are not comparable from year to year. To eliminate the effect of changes in our Total Portfolio due to acquisitions and dispositions, we have separately presented the results of our “Same Properties Portfolio.”

Properties included in our Same Properties Portfolio analysis are our hotel and the properties in our office portfolio, with the exception of our joint venture properties, properties acquired in the Blackstone Transaction in April 2007, the Wateridge Plaza, Pacific Center and Regents Square properties that were disposed of during 2007, 701 North Brand that was acquired in third quarter 2006, 130 State College that was acquired in third quarter 2007 and 3161 Michelson that was placed in service in third quarter 2007.

 

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Minority Interests

SIZE="2">Minority interests allocated to continuing operations decreased $11.8 million, or 54%, during 2008 as compared to 2007 due to our increased net loss. In accordance with Accounting Research Bulletin (“ARB”) No. 51,
Consolidated Financial Statements, during 2008 we were unable to allocate $33.3 million of our net loss to our minority partners since to do so would have reduced their investment in the equity of our Operating Partnership to less than
zero. Should we record net income in future periods, we will allocate 100% of such income to our common stockholders until such point in time that the losses in excess of our minority partners’ basis previously allocated to our common
stockholders is restored.

Discontinued Operations

FACE="Times New Roman" SIZE="2">Our loss from discontinued operations in 2008 is primarily due to non-cash impairment charges totaling $73.7 million to write down 1920 and 2010 Main Plaza and City Plaza due to their disposition
and $50.0 million to reduce our carrying value on 3161 Michelson to estimated fair value, less estimated costs to sell, due to the decision to classify this property as held for sale as of December 31, 2008. Our income from
discontinued operations in 2007 includes a $195.4 million gain (and related allocation of $21.9 million in minority interests) from the sale of Pacific Center, Regents Square and Wateridge Plaza.

STYLE="margin-top:18px;margin-bottom:0px">2007 Compared to 2006

Our
results of operations for the year ended December 31, 2007 compared to the same period in 2006 were significantly affected by acquisitions and dispositions made during 2007. Therefore, our results are not comparable from year to year. To
eliminate the effect of changes in our Total Portfolio due to acquisitions and dispositions, we have separately presented the results of our “Same Properties Portfolio.”

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Properties included in our Same Properties Portfolio analysis are our hotel and the properties in our office portfolio, with the exception of our joint
venture properties, properties acquired in the Blackstone Transaction in April 2007, the Wateridge Plaza, Pacific Center and Regents Square properties that were disposed of during 2007, 701 North Brand that was acquired in third
quarter 2006, 130 State College that was acquired in third quarter 2007 and 3161 Michelson that was placed in service in third quarter 2007.

 


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Minority Interests

Minority interests allocated to continuing operations were $21.8 million for 2007 compared to minority interest attributable to continuing operations of $(10.5) million for 2006, primarily due to a $239.1 million

 

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reduction in income from continuing operations as a result of the impact of the Blackstone Transaction in 2007 and a non-recurring gain of $108.4 million in 2006 from our contribution of an 80% interest in five properties to our joint venture with Macquarie Office Trust.

Minority Interests

SIZE="2">Minority interests allocated to continuing operations were $21.8 million for 2007 compared to minority interest attributable to continuing operations of $(10.5) million for 2006, primarily due to a $239.1 million

 


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reduction in income from continuing operations as a result of the impact of the Blackstone Transaction in 2007 and a non-recurring gain of
$108.4 million in 2006 from our contribution of an 80% interest in five properties to our joint venture with Macquarie Office Trust.

SIZE="2">Gain on Sale of Real Estate

We recorded a gain on sale of real estate of $108.4 million during 2006 related
to our contribution of five properties to our joint venture with Macquarie Office Trust, with no comparable activity during 2007.

SIZE="2">Discontinued Operations

Our 2007 results include a $195.4 million gain on sale (and related allocation
of $21.9 million in minority interests) due to the sale of Pacific Center, Regents Square and Wateridge Plaza with no comparable activity in the same period last year. Discontinued operations generated income of $139.2 million for 2007
compared to an $8.6 million loss for 2006.

Note 8—Minority Interests

Minority interests relate to the interests in our Operating Partnership that are not owned by Maguire Properties, Inc. In conjunction with the formation of Maguire Properties, Inc., Mr. Maguire, entities controlled by Mr. Maguire, and certain other persons and entities who contributed ownership interests in properties to our Operating Partnership received limited partnership units in our Operating Partnership.

Operating Partnership units have essentially the same economic characteristics as shares of our common stock as they share equally in the net income or loss and distributions of our Operating Partnership. Our limited partners have the right to redeem all or part of their Operating Partnership units at any time. At the time of

 

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MAGUIRE PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

 

redemption, we have the right to determine whether to redeem the Operating Partnership units for cash, based upon the fair market value of an equivalent number of shares of our common stock at the time of redemption, or exchange them for shares of our common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distribution and similar events.

During 2008 and 2006, we issued 731,343 shares and 587,863 shares, respectively, of our common stock in exchange for Operating Partnership units redeemed by our limited partners. There were no Operating Partnership units redeemed during 2007.

As of December 31, 2008 and 2007, 6,674,573 shares and 7,405,916 shares, respectively, of our common stock were reserved for issuance upon conversion of outstanding Operating Partnership units. As of December 31, 2008 and 2007, the aggregate redemption value of outstanding limited partnership units in our Operating Partnership was approximately $9.7 million and $218.3 million, respectively.

As of December 31, 2008, our limited partners’ ownership interest in Maguire Properties, L.P. was approximately 12.2%, while their ownership interest as of December 31, 2007 was approximately 13.6%.

During the three months ended September 30, 2008 and December 31, 2008, we did not allocate any of our net loss to our minority partners as their investment in the equity of our Operating Partnership was reduced to zero during the second quarter of 2008. In accordance with Accounting Research Bulletin No. 51, Consolidated Financial Statements, we allocated $33.3 million of losses during 2008 to our common stockholders that would have been allocated to our minority partners if they had basis. Should we record net income in future periods, we will allocate 100% of such income to our common stockholders until such point in time that the losses in excess of our minority partners’ basis previously allocated to our common stockholders is restored. During 2007 and 2006, our limited partners’ weighted average share of our net income (loss) available to common stock holders was approximately 13.6% and 13.9%, respectively.

These excerpts taken from the MPG 10-K filed Mar 16, 2009.

Minority Interests

Minority interests allocated to continuing operations decreased $11.8 million, or 54%, during 2008 as compared to 2007 due to our increased net loss. In accordance with Accounting Research Bulletin (“ARB”) No. 51, Consolidated Financial Statements, during 2008 we were unable to allocate $33.3 million of our net loss to our minority partners since to do so would have reduced their investment in the equity of our Operating Partnership to less than zero. Should we record net income in future periods, we will allocate 100% of such income to our common stockholders until such point in time that the losses in excess of our minority partners’ basis previously allocated to our common stockholders is restored.

Discontinued Operations

Our loss from discontinued operations in 2008 is primarily due to non-cash impairment charges totaling $73.7 million to write down 1920 and 2010 Main Plaza and City Plaza due to their disposition and $50.0 million to reduce our carrying value on 3161 Michelson to estimated fair value, less estimated costs to sell, due to the decision to classify this property as held for sale as of December 31, 2008. Our income from discontinued operations in 2007 includes a $195.4 million gain (and related allocation of $21.9 million in minority interests) from the sale of Pacific Center, Regents Square and Wateridge Plaza.

2007 Compared to 2006

Our results of operations for the year ended December 31, 2007 compared to the same period in 2006 were significantly affected by acquisitions and dispositions made during 2007. Therefore, our results are not comparable from year to year. To eliminate the effect of changes in our Total Portfolio due to acquisitions and dispositions, we have separately presented the results of our “Same Properties Portfolio.”

Properties included in our Same Properties Portfolio analysis are our hotel and the properties in our office portfolio, with the exception of our joint venture properties, properties acquired in the Blackstone Transaction in April 2007, the Wateridge Plaza, Pacific Center and Regents Square properties that were disposed of during 2007, 701 North Brand that was acquired in third quarter 2006, 130 State College that was acquired in third quarter 2007 and 3161 Michelson that was placed in service in third quarter 2007.

 

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Minority Interests

SIZE="2">Minority interests allocated to continuing operations decreased $11.8 million, or 54%, during 2008 as compared to 2007 due to our increased net loss. In accordance with Accounting Research Bulletin (“ARB”) No. 51,
Consolidated Financial Statements, during 2008 we were unable to allocate $33.3 million of our net loss to our minority partners since to do so would have reduced their investment in the equity of our Operating Partnership to less than
zero. Should we record net income in future periods, we will allocate 100% of such income to our common stockholders until such point in time that the losses in excess of our minority partners’ basis previously allocated to our common
stockholders is restored.

Discontinued Operations

FACE="Times New Roman" SIZE="2">Our loss from discontinued operations in 2008 is primarily due to non-cash impairment charges totaling $73.7 million to write down 1920 and 2010 Main Plaza and City Plaza due to their disposition
and $50.0 million to reduce our carrying value on 3161 Michelson to estimated fair value, less estimated costs to sell, due to the decision to classify this property as held for sale as of December 31, 2008. Our income from
discontinued operations in 2007 includes a $195.4 million gain (and related allocation of $21.9 million in minority interests) from the sale of Pacific Center, Regents Square and Wateridge Plaza.

STYLE="margin-top:18px;margin-bottom:0px">2007 Compared to 2006

Our
results of operations for the year ended December 31, 2007 compared to the same period in 2006 were significantly affected by acquisitions and dispositions made during 2007. Therefore, our results are not comparable from year to year. To
eliminate the effect of changes in our Total Portfolio due to acquisitions and dispositions, we have separately presented the results of our “Same Properties Portfolio.”

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Properties included in our Same Properties Portfolio analysis are our hotel and the properties in our office portfolio, with the exception of our joint
venture properties, properties acquired in the Blackstone Transaction in April 2007, the Wateridge Plaza, Pacific Center and Regents Square properties that were disposed of during 2007, 701 North Brand that was acquired in third
quarter 2006, 130 State College that was acquired in third quarter 2007 and 3161 Michelson that was placed in service in third quarter 2007.

 


43







Table of Contents


Minority Interests

Minority interests allocated to continuing operations were $21.8 million for 2007 compared to minority interest attributable to continuing operations of $(10.5) million for 2006, primarily due to a $239.1 million

 

46


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reduction in income from continuing operations as a result of the impact of the Blackstone Transaction in 2007 and a non-recurring gain of $108.4 million in 2006 from our contribution of an 80% interest in five properties to our joint venture with Macquarie Office Trust.

Minority Interests

SIZE="2">Minority interests allocated to continuing operations were $21.8 million for 2007 compared to minority interest attributable to continuing operations of $(10.5) million for 2006, primarily due to a $239.1 million

 


46







Table of Contents



reduction in income from continuing operations as a result of the impact of the Blackstone Transaction in 2007 and a non-recurring gain of
$108.4 million in 2006 from our contribution of an 80% interest in five properties to our joint venture with Macquarie Office Trust.

SIZE="2">Gain on Sale of Real Estate

We recorded a gain on sale of real estate of $108.4 million during 2006 related
to our contribution of five properties to our joint venture with Macquarie Office Trust, with no comparable activity during 2007.

Discontinued
Operations

Our 2007 results include a $195.4 million gain on sale (and related allocation of $21.9 million in minority
interests) due to the sale of Pacific Center, Regents Square and Wateridge Plaza with no comparable activity in the same period last year. Discontinued operations generated income of $139.2 million for 2007 compared to an $8.6 million loss
for 2006.

Note 8—Minority Interests

Minority interests relate to the interests in our Operating Partnership that are not owned by Maguire Properties, Inc. In conjunction with the formation of Maguire Properties, Inc., Mr. Maguire, entities controlled by Mr. Maguire, and certain other persons and entities who contributed ownership interests in properties to our Operating Partnership received limited partnership units in our Operating Partnership.

Operating Partnership units have essentially the same economic characteristics as shares of our common stock as they share equally in the net income or loss and distributions of our Operating Partnership. Our limited partners have the right to redeem all or part of their Operating Partnership units at any time. At the time of

 

112


Table of Contents

MAGUIRE PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

 

redemption, we have the right to determine whether to redeem the Operating Partnership units for cash, based upon the fair market value of an equivalent number of shares of our common stock at the time of redemption, or exchange them for shares of our common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distribution and similar events.

During 2008 and 2006, we issued 731,343 shares and 587,863 shares, respectively, of our common stock in exchange for Operating Partnership units redeemed by our limited partners. There were no Operating Partnership units redeemed during 2007.

As of December 31, 2008 and 2007, 6,674,573 shares and 7,405,916 shares, respectively, of our common stock were reserved for issuance upon conversion of outstanding Operating Partnership units. As of December 31, 2008 and 2007, the aggregate redemption value of outstanding limited partnership units in our Operating Partnership was approximately $9.7 million and $218.3 million, respectively.

As of December 31, 2008, our limited partners’ ownership interest in Maguire Properties, L.P. was approximately 12.2%, while their ownership interest as of December 31, 2007 was approximately 13.6%.

During the three months ended September 30, 2008 and December 31, 2008, we did not allocate any of our net loss to our minority partners as their investment in the equity of our Operating Partnership was reduced to zero during the second quarter of 2008. In accordance with Accounting Research Bulletin No. 51, Consolidated Financial Statements, we allocated $33.3 million of losses during 2008 to our common stockholders that would have been allocated to our minority partners if they had basis. Should we record net income in future periods, we will allocate 100% of such income to our common stockholders until such point in time that the losses in excess of our minority partners’ basis previously allocated to our common stockholders is restored. During 2007 and 2006, our limited partners’ weighted average share of our net income (loss) available to common stock holders was approximately 13.6% and 13.9%, respectively.

These excerpts taken from the MPG 10-K filed Apr 28, 2008.

Note 8—Minority Interests

Minority interests relate to the interests in our Operating Partnership that are not owned by Maguire Properties, Inc. In conjunction with the formation of Maguire Properties, Inc., Mr. Maguire, entities controlled by Mr. Maguire, and certain other persons and entities who contributed ownership interests in the Predecessor properties to our Operating Partnership received limited partnership units in our Operating Partnership.

Operating Partnership units have essentially the same economic characteristics as shares of our common stock as they share equally in the net income or loss and distributions of our Operating Partnership. Our limited partners have the right to redeem all or part of their Operating Partnership units at any time. At the time of redemption, we have the right to determine whether to redeem the Operating Partnership units for cash, based upon the fair market value of an equivalent number of shares of our common stock at the time of redemption, or exchange them for shares of our common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distribution and similar events. As of December 31, 2007 and 2006, the aggregate redemption value of outstanding limited partnership units in our Operating Partnership was approximately $218.3 million and $296.2 million, respectively.

During 2006 and 2005, we issued 587,863 shares and 2,534,255 shares, respectively, of our common stock in exchange for Operating Partnership units redeemed by our limited partners. There were no Operating Partnership units redeemed during 2007. As of December 31, 2007 and 2006, 7,405,916 shares of our common stock were reserved for issuance upon conversion of outstanding Operating Partnership units.

As of December 31, 2007 and 2006, our limited partners ownership interest in Maguire Properties, L.P. was approximately 13.6% in both years.

Note 8—Minority Interests

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Minority interests relate to the interests in our Operating Partnership that are not owned by Maguire Properties, Inc. In conjunction with the formation
of Maguire Properties, Inc., Mr. Maguire, entities controlled by Mr. Maguire, and certain other persons and entities who contributed ownership interests in the Predecessor properties to our Operating Partnership received limited
partnership units in our Operating Partnership.

Operating Partnership units have essentially the same economic characteristics as shares
of our common stock as they share equally in the net income or loss and distributions of our Operating Partnership. Our limited partners have the right to redeem all or part of their Operating Partnership units at any time. At the time of
redemption, we have the right to determine whether to redeem the Operating Partnership units for cash, based upon the fair market value of an equivalent number of shares of our common stock at the time of redemption, or exchange them for shares of
our common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distribution and similar events. As of December 31, 2007 and 2006, the aggregate
redemption value of outstanding limited partnership units in our Operating Partnership was approximately $218.3 million and $296.2 million, respectively.

FACE="Times New Roman" SIZE="2">During 2006 and 2005, we issued 587,863 shares and 2,534,255 shares, respectively, of our common stock in exchange for Operating Partnership units redeemed by our limited partners. There were no Operating Partnership
units redeemed during 2007. As of December 31, 2007 and 2006, 7,405,916 shares of our common stock were reserved for issuance upon conversion of outstanding Operating Partnership units.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">As of December 31, 2007 and 2006, our limited partners ownership interest in Maguire Properties, L.P. was approximately 13.6% in both years.

These excerpts taken from the MPG 10-K filed Feb 29, 2008.

Note 8—Minority Interests

Minority interests relate to the interests in our Operating Partnership that are not owned by Maguire Properties, Inc. In conjunction with the formation of Maguire Properties, Inc., Mr. Maguire, entities controlled by Mr. Maguire, and certain other persons and entities who contributed ownership interests in the Predecessor properties to our Operating Partnership received limited partnership units.

Operating Partnership units have essentially the same economic characteristics as shares of our common stock as they share equally in the net income or loss and distributions of our Operating Partnership. Our limited partners have the right to redeem all or part of their Operating Partnership units at any time. At the time of redemption, we have the right to determine whether to redeem the Operating Partnership units for cash, based upon the fair market value of an equivalent number of shares of our common stock at the time of redemption, or exchange them for shares of our common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distribution and similar events. As of December 31, 2007 and 2006, the aggregate redemption value of outstanding limited partnership units in our Operating Partnership was approximately $218.3 million and $296.2 million, respectively.

During 2006 and 2005, we issued 587,863 shares and 2,534,255 shares, respectively, of our common stock in exchange for Operating Partnership units redeemed by our limited partners. There were no Operating Partnership units redeemed during 2007. As of December 31, 2007 and 2006, 7,405,916 shares of our common stock were reserved for issuance upon conversion of outstanding Operating Partnership units.

As of December 31, 2007 and 2006, our limited partners ownership interest in Maguire Properties, L.P. was approximately 13.6% in both years.

Note 8—Minority Interests

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Minority interests relate to the interests in our Operating Partnership that are not owned by Maguire Properties, Inc. In conjunction with the formation
of Maguire Properties, Inc., Mr. Maguire, entities controlled by Mr. Maguire, and certain other persons and entities who contributed ownership interests in the Predecessor properties to our Operating Partnership received limited
partnership units.

Operating Partnership units have essentially the same economic characteristics as shares of our common stock as they
share equally in the net income or loss and distributions of our Operating Partnership. Our limited partners have the right to redeem all or part of their Operating Partnership units at any time. At the time of redemption, we have the right to
determine whether to redeem the Operating Partnership units for cash, based upon the fair market value of an equivalent number of shares of our common stock at the time of redemption, or exchange them for shares of our common stock on a one-for-one
basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distribution and similar events. As of December 31, 2007 and 2006, the aggregate redemption value of outstanding limited
partnership units in our Operating Partnership was approximately $218.3 million and $296.2 million, respectively.

During 2006 and 2005, we
issued 587,863 shares and 2,534,255 shares, respectively, of our common stock in exchange for Operating Partnership units redeemed by our limited partners. There were no Operating Partnership units redeemed during 2007. As of December 31, 2007
and 2006, 7,405,916 shares of our common stock were reserved for issuance upon conversion of outstanding Operating Partnership units.

As
of December 31, 2007 and 2006, our limited partners ownership interest in Maguire Properties, L.P. was approximately 13.6% in both years.

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