8-K
Douglas Emmett Inc (DEI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 2, 2020
Douglas Emmett, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-33106 | 20-3073047 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | Commission file number | (I.R.S. Employer identification No.) | 1299 Ocean Avenue, Suite 1000 | , | Santa Monica | , | California | 90401 | |
| --- | --- | --- | --- | --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 255-7700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, $0.01 par value per share | DEI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On November 2, 2020, Douglas Emmett, Inc. released its financial results for the quarter ended September 30, 2020 by posting to its website its Third Quarter 2020 Earnings Results and Operating Information package (attached as Exhibit 99.1). The information contained in this report on Form 8-K, including the attached Exhibits, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Douglas Emmett, Inc. under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are furnished with this Current Report on Form 8-K:
| Exhibit Number | Description |
|---|---|
| 99.1 | ThirdQuarter 2020 Earnings Results and Operating Information Package |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| DOUGLAS EMMETT, INC. | |||
|---|---|---|---|
| Dated: | November 2, 2020 | By: | /s/ PETER D. SEYMOUR |
| Peter D. Seymour | |||
| Chief Financial Officer |
Document
Executive Summary
We own and operate 18.3 million square feet of Class A office properties and 4,258 apartment units (excluding our residential development pipeline) in the premier coastal submarkets of Los Angeles and Honolulu.
COVID-19 Update: Our buildings have remained open and available to our tenants throughout the pandemic. Our rent collections continue to be negatively impacted by the pandemic and our markets’ very tenant-oriented lease enforcement moratoriums, which are considerably out of sync with other gateway markets. However, this quarter we did see some incremental improvements in rent collections, tenant utilization and leasing activity.
Financial Results: For the quarter ended September 30, 2020 compared to the quarter ended September 30, 2019:
•Our revenues decreased by 8.9% to $217.0 million.
•Our net income attributable to common stockholders decreased by 83.2% to $3.8 million.
•Our FFO decreased by 20.3% to $82.8 million, or $0.40 per fully diluted share, a decline of $0.11 per share compared with prior year. The major items contributing to this decline were the following:
◦Write offs from slower office collections reduced FFO by about $0.08 per share and lower parking utilization reduced FFO by about four and a half cents per share.
◦Lower occupancy reduced FFO by about $0.02 per share.
◦Uncollected insurance recoveries related to this quarter from an apartment fire reduced FFO by just over $0.01 per share.
◦Higher in-place rents improved FFO by about $0.03 per share, and office expense savings added another $0.03 per share.
•Our AFFO decreased by 26.6% to $69.2 million.
•Our same property Cash NOI decreased by 15.5% to $118.4 million. Same property office expense savings of 6.7% partly offset the cash write-offs and the decline in parking revenue.
Comparing the quarter ended September 30, 2020 to the quarter ended June 30, 2020, to highlight the most recent trends, our net income attributable to common stockholders increased by 85.9% to $3.8 million, and our FFO decreased by $1.7 million or about $0.01 per share, largely due to:
•Better office collections, lower write-offs, and slightly higher parking income, increased our FFO by about $0.04 per share.
•Increase in office expenses, primarily due to normal seasonality in utilities and higher insurance premiums, reduced our FFO by about $0.04 per share.
•The uncollected insurance recoveries mentioned above reduced our FFO by just over $0.01 per share.
Leasing: During the third quarter, we signed approximately 735,000 square feet of office leases. Comparing the office leases we signed during the third quarter to the expiring leases for the same space, we grew straight-line rents by 14.7% and cash rents decreased by 0.7%. As a result of lower tenant improvement costs, annualized office leasing costs per square foot are down 30% from a year ago and 20% from last quarter. While our tenant retention was in line with long term averages, our office leased percentage declined 1% to 89.8% as new leasing volume remained below pre-Covid levels. Our multifamily portfolio remains essentially fully leased at 98%.
Balance Sheet: We have no debt maturities before 2023, no financial covenants that could force us to issue equity at the wrong time, and 41% of our office portfolio is unencumbered.
Development: Construction is continuing on our two large multifamily development projects. In Honolulu, where we are converting an office building into 500 new apartment units, we completed our first phase of 98 units. Our Brentwood apartment tower remains on pace to deliver units in 2022.
Dividends: On October 15, 2020, we paid a quarterly cash dividend of $0.28 per common share, or $1.12 on an annualized basis.
Guidance: Given the continuing uncertainty around the pandemic and local government ordinances, we are not providing guidance this quarter.
NOTE: See the non-GAAP reconciliations for FFO & AFFO on page 8 and same property NOI on page 10.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Table of Contents
| COMPANY OVERVIEW | |
|---|---|
| Corporate Data | 3 |
| Property Map | 4 |
| Board of Directors and Executive Officers | 5 |
| FINANCIAL RESULTS | |
| Consolidated Balance Sheets | 6 |
| Consolidated Operating Results | 7 |
| Funds from Operations & Adjusted Funds From Operations | 8 |
| Same Property Statistics & Net Operating Income | 9 |
| Reconciliation of Same Property NOI to Net (Loss) Income | 10 |
| Financial Data for JVs & Fund | 11 |
| Loans | 12 |
| PORTFOLIO DATA | |
| Office Portfolio Summary | 13 |
| Office Percentage Leased and In-Place Rents | 14 |
| Office Lease Diversification | 15 |
| Largest Office Tenants | 16 |
| Office Industry Diversification | 17 |
| Office Lease Expirations | 18 |
| Office Lease Expirations – Next Four Quarters | 19 |
| Office Leasing Activity | 20 |
| Multifamily Portfolio Summary | 21 |
| Multifamily Development Projects | 22 |
| DEFINITIONS | 23 |
Forward Looking Statements (FLS)
This Third Quarter 2020 Earnings Results and Operating Information, which we refer to as our Earnings Package (EP), supplements the information provided in our reports filed with the Securities and Exchange Commission (SEC). It contains FLS within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and we claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the expectations regarding the performance of our business, financial results, liquidity and capital resources and other non-historical statements, including the statements in the “Guidance” sections of this EP. In some cases, these FLS can be identified by the use of words such as “expect,” "potential,” “continue,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “intends,” “plans,” “estimates,” "anticipates,” or the negative version of these words or other comparable words. FLS presented in this EP, and those that we may make orally or in writing from time to time, are based on our beliefs and assumptions. Our actual results will be affected by known and unknown risks, trends, uncertainties and factors, some of which are beyond our control or ability to predict, including, but not limited to: adverse developments related to the Coronavirus (COVID-19) global pandemic; adverse economic and real estate developments in Southern California and Honolulu; a general downturn in the economy; decreased rental rates or increased tenant incentives and vacancy rates; defaults on, and early terminations and non-renewal of, leases by tenants; increased interest rates and operating costs; failure to generate sufficient cash flows to service our debt; difficulties in acquiring properties; failure to successfully operate properties; failure to maintain our status as a REIT; possible adverse changes in rent control laws and regulations; environmental uncertainties; risks related to natural disasters; lack of or insufficient insurance; inability to successfully expand into new markets or submarkets; risks associated with property development; conflicts of interest with our officers; changes in real estate and zoning laws and increases in real property tax rates; possible future terrorist attacks; and other risks and uncertainties detailed in our Annual Report on Form 10-K for 2019 and our Quarterly Report on Form 10-Q for the first quarter of 2020, and other documents filed with the SEC. Although we believe that our assumptions underlying our forward looking statements are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, please use caution in relying on any FLS in this EP or any previously reported FLS to anticipate future results or trends. This EP and all subsequent written and oral FLS attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our FLS.
| Company Overview |
|---|
Corporate Data
as of September 30, 2020
| Office Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Consolidated | Total | ||||||||
| Properties | 70 | 72 | |||||||
| Rentable square feet (in thousands) | 17,892 | 18,277 | |||||||
| Leased rate | 89.9 | % | 89.8 | % | |||||
| Occupancy rate | 88.5 | % | 88.4 | % | |||||
| Multifamily Portfolio | |||||||||
| Total | |||||||||
| Properties | 12 | ||||||||
| Units | 4,258 | ||||||||
| Leased rate(1) | 97.5 | % | Market Capitalization (in thousands, except price per share) | ||||||
| --- | --- | --- | |||||||
| Fully Diluted Shares outstanding as of September 30, 2020 | 204,922 | ||||||||
| Common stock closing price per share (NYSE:DEI) | $ | 25.10 | |||||||
| Equity Capitalization | $ | 5,143,552 | Net Debt (in thousands) | ||||||
| --- | --- | --- | --- | --- | |||||
| Consolidated | Our Share | ||||||||
| Debt principal(2) | $ | 4,742,703 | $ | 3,876,094 | |||||
| Less: cash and cash equivalents(3) | (202,166) | (121,010) | |||||||
| Net Debt | $ | 4,540,537 | $ | 3,755,084 | Leverage Ratio (in thousands, except percentage) | ||||
| --- | --- | --- | --- | ||||||
| Pro Forma Enterprise Value | $ | 8,898,636 | |||||||
| Our Share of Net Debt to Pro Forma Enterprise Value | 42 | % | AFFO Payout Ratio | ||||||
| --- | --- | --- | |||||||
| Three months ended September 30, 2020 | 83.1 | % |
_______________________________________________
(1) Both the numerator and denominator used in calculating the percentage of units leased do not include 102 units at one property which are temporarily unoccupied as a result of a fire.
(2) See page 12 for a reconciliation of consolidated debt principal and our share of debt principal to consolidated debt on the balance sheet.
(3) Our share of cash and cash equivalents is calculated starting with our consolidated cash and cash equivalents of $202.2 million, then deducting the other owners' share of our JVs' cash and cash equivalents of $83.8 million and then adding our share of our unconsolidated Fund's cash and cash equivalents of $2.6 million.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Company Overview |
|---|
Property Map
as of September 30, 2020
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| Company Overview |
|---|
Board of Directors and Executive Officers
as of September 30, 2020
BOARD OF DIRECTORS
______________________________________________________________________________________________________________
| Dan A. Emmett | Our Executive Chairman of the Board |
|---|---|
| Jordan L. Kaplan | Our Chief Executive Officer and President |
| Kenneth M. Panzer | Our Chief Operating Officer |
| Christopher H. Anderson | Retired Real Estate Executive and Investor |
| Leslie E. Bider | Vice Chairman, PinnacleCare |
| Dr. David T. Feinberg | Vice President, Google Health |
| Virginia A. McFerran | Technology and Data Science Advisor |
| Thomas E. O’Hern | Chief Executive Officer, Macerich |
| William E. Simon, Jr. | Partner Emeritus, Simon Quick Advisors |
| Johnese M. Spisso | President, UCLA Health; Chief Executive Officer, UCLA Hospital System; Associate Vice Chancellor, UCLA Health Sciences |
EXECUTIVE OFFICERS
______________________________________________________________________________________________________________
| Dan A. Emmett | Chairman of the Board |
|---|---|
| Jordan L. Kaplan | Chief Executive Officer and President |
| Kenneth M. Panzer | Chief Operating Officer |
| Peter D. Seymour | Chief Financial Officer |
| Kevin A. Crummy | Chief Investment Officer |
CORPORATE OFFICE
1299 Ocean Avenue, Suite 1000, Santa Monica, California 90401
Phone: (310) 255-7700
For more information, please visit our website at www.douglasemmett.com or contact:
Stuart McElhinney, Vice President, Investor Relations
(310) 255-7751
smcelhinney@douglasemmett.com
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| Financial Results |
|---|
Consolidated Balance Sheets
(In thousands)
| September 30, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Unaudited | ||||
| Assets | ||||
| Investment in real estate, gross | $ | 11,634,453 | $ | 11,478,633 |
| Less: accumulated depreciation and amortization | (2,757,701) | (2,518,415) | ||
| Investment in real estate, net | 8,876,752 | 8,960,218 | ||
| Ground lease right-of-use asset | 7,475 | 7,479 | ||
| Cash and cash equivalents | 202,166 | 153,683 | ||
| Tenant receivables | 17,482 | 5,302 | ||
| Deferred rent receivables | 116,908 | 134,968 | ||
| Acquired lease intangible assets, net | 5,437 | 6,407 | ||
| Interest rate contract assets | — | 22,381 | ||
| Investment in unconsolidated Fund | 47,589 | 42,442 | ||
| Other assets | 15,564 | 16,421 | ||
| Total assets | $ | 9,289,373 | $ | 9,349,301 |
| Liabilities | ||||
| Secured notes payable and revolving credit facility, net | $ | 4,708,312 | $ | 4,619,058 |
| Ground lease liability | 10,875 | 10,882 | ||
| Interest payable, accounts payable and deferred revenue | 182,516 | 131,410 | ||
| Security deposits | 57,368 | 60,923 | ||
| Acquired lease intangible liabilities, net | 38,861 | 52,367 | ||
| Interest rate contract liabilities | 241,960 | 54,616 | ||
| Dividends payable | 49,113 | 49,111 | ||
| Total liabilities | 5,289,005 | 4,978,367 | ||
| Equity | ||||
| Douglas Emmett, Inc. stockholders' equity: | ||||
| Common stock | 1,754 | 1,754 | ||
| Additional paid-in capital | 3,486,442 | 3,486,356 | ||
| Accumulated other comprehensive loss | (167,591) | (17,462) | ||
| Accumulated deficit | (873,080) | (758,576) | ||
| Total Douglas Emmett, Inc. stockholders' equity | 2,447,525 | 2,712,072 | ||
| Noncontrolling interests | 1,552,843 | 1,658,862 | ||
| Total equity | 4,000,368 | 4,370,934 | ||
| Total liabilities and equity | $ | 9,289,373 | $ | 9,349,301 |
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Financial Results |
|---|
Consolidated Operating Results(1)
(Unaudited; in thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Revenues | ||||||||
| Office rental | ||||||||
| Rental revenues and tenant recoveries(2) | $ | 169,571 | $ | 175,017 | $ | 514,211 | $ | 513,926 |
| Parking and other income | 19,324 | 30,883 | 71,562 | 91,453 | ||||
| Total office revenues | 188,895 | 205,900 | 585,773 | 605,379 | ||||
| Multifamily rental | ||||||||
| Rental revenues | 25,727 | 29,854 | 80,685 | 81,055 | ||||
| Parking and other income | 2,365 | 2,315 | 9,675 | 6,355 | ||||
| Total multifamily revenues | 28,092 | 32,169 | 90,360 | 87,410 | ||||
| Total revenues | 216,987 | 238,069 | 676,133 | 692,789 | ||||
| Operating Expenses | ||||||||
| Office expenses | 68,956 | 68,754 | 198,921 | 196,511 | ||||
| Multifamily expenses | 9,313 | 9,127 | 27,525 | 24,394 | ||||
| General and administrative expenses | 9,469 | 9,218 | 29,667 | 28,209 | ||||
| Depreciation and amortization | 94,952 | 90,279 | 291,494 | 248,876 | ||||
| Total operating expenses | 182,690 | 177,378 | 547,607 | 497,990 | ||||
| Operating income | 34,297 | 60,691 | 128,526 | 194,799 | ||||
| Other income | 654 | 2,952 | 2,968 | 8,742 | ||||
| Other expenses | (788) | (1,656) | (2,662) | (5,308) | ||||
| Income from unconsolidated Funds | 145 | 1,831 | 328 | 5,589 | ||||
| Interest expense | (36,167) | (40,397) | (106,777) | (107,753) | ||||
| Net (loss) income | (1,859) | 23,421 | 22,383 | 96,069 | ||||
| Less: Net loss (income) attributable to noncontrolling interests | 5,632 | (933) | 10,343 | (10,914) | ||||
| Net income attributable to common stockholders | $ | 3,773 | $ | 22,488 | $ | 32,726 | $ | 85,155 |
| Net income per common share - basic and diluted | $ | 0.02 | $ | 0.13 | $ | 0.18 | $ | 0.49 |
| Dividends declared per common share | $ | 0.28 | $ | 0.26 | $ | 0.84 | $ | 0.78 |
| Weighted average shares of common stock outstanding - basic and diluted | 175,375 | 175,278 | 175,374 | 172,684 |
_______________________________________________________________________
(1)On November 21, 2019, we restructured one of our previously unconsolidated funds, after which it is treated as a consolidated JV. The results of the consolidated JV are included in our operating results from November 21, 2019. Before November 21, 2019, our share of the Fund's net income was included in the line item Income from unconsolidated Funds.
(2)Rental revenues and tenant recoveries include tenant recoveries of $11.4 million and $16.3 million for the three months ended September 30, 2020 and 2019, and $36.0 million and $46.2 million for the nine months ended September 30, 2020 and 2019, respectively.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Financial Results |
|---|
Funds From Operations & Adjusted Funds From Operations(1)
(Unaudited; in thousands, except per share data)
The table below presents a reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) to Net income attributable to common stockholders:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Funds From Operations (FFO) | ||||||||
| Net income attributable to common stockholders | $ | 3,773 | $ | 22,488 | $ | 32,726 | $ | 85,155 |
| Depreciation and amortization of real estate assets | 94,952 | 90,279 | 291,494 | 248,876 | ||||
| Net (loss) income attributable to noncontrolling interests | (5,632) | 933 | (10,343) | 10,914 | ||||
| Adjustments attributable to unconsolidated Funds(2) | 690 | 4,335 | 2,040 | 13,185 | ||||
| Adjustments attributable to consolidated JVs(2) | (11,030) | (14,147) | (36,874) | (43,343) | ||||
| FFO | $ | 82,753 | $ | 103,888 | $ | 279,043 | $ | 314,787 |
| Adjusted Funds From Operations (AFFO) | ||||||||
| FFO | $ | 82,753 | $ | 103,888 | $ | 279,043 | $ | 314,787 |
| Straight-line rent | 1,303 | (2,614) | 18,061 | (9,298) | ||||
| Net accretion of acquired above- and below-market leases | (3,965) | (4,003) | (12,536) | (12,519) | ||||
| Loan costs, loan premium amortization and swap amortization | 1,590 | 8,987 | 3,540 | 13,258 | ||||
| Recurring capital expenditures, tenant improvements and capitalized leasing expenses(3) | (19,588) | (19,494) | (58,334) | (51,966) | ||||
| Non-cash compensation expense | 4,760 | 4,298 | 14,919 | 13,164 | ||||
| Adjustments attributable to unconsolidated Funds(2) | (351) | (1,677) | (549) | (5,290) | ||||
| Adjustments attributable to consolidated JVs(2) | 2,699 | 4,874 | 4,723 | 12,760 | ||||
| AFFO | $ | 69,201 | $ | 94,259 | $ | 248,867 | $ | 274,896 |
| Weighted average shares of common stock outstanding - diluted | 175,375 | 175,278 | 175,374 | 172,684 | ||||
| Weighted average units in our operating partnership outstanding | 29,536 | 28,682 | 29,501 | 28,677 | ||||
| Weighted average fully diluted shares outstanding | 204,911 | 203,960 | 204,875 | 201,361 | ||||
| Net income per common share - basic and diluted | $ | 0.02 | $ | 0.13 | $ | 0.18 | $ | 0.49 |
| FFO per share - fully diluted | $ | 0.40 | $ | 0.51 | $ | 1.36 | $ | 1.56 |
| Dividends paid per share(4) | $ | 0.28 | $ | 0.26 | $ | 0.84 | $ | 0.78 |
__________________________________________________________
(1)Presents the FFO and AFFO attributable to our common stockholders and noncontrolling interests in our Operating Partnership, including our share of our consolidated JVs and our unconsolidated Funds.
(2)Adjusts for the portion of each other listed adjustment item on our share of the results of our unconsolidated Funds and for each other listed adjustment item that is attributed to the noncontrolling interests in our consolidated JVs. We restructured one of our unconsolidated Funds in November 2019 after which it is consolidated as a JV. The adjustments for the unconsolidated Funds and consolidated JVs are therefore not directly comparable to the prior period.
(3)Under the lease accounting rules, we expense non-incremental leasing expenses (leasing expenses not directly related to the signing of a lease) and capitalize incremental leasing expenses. Since non-incremental leasing expenses are included in the calculation of net income attributable to common stockholders and FFO, the capitalized leasing expenses adjustment to AFFO only includes incremental leasing expenses.
(4)Reflects dividends paid within the respective periods.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Financial Results |
|---|
Same Property Statistics & Net Operating Income (NOI)(1)
(Unaudited; in thousands, except statistics)
| As of September 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Office Statistics | ||||||
| Number of properties | 60 | 60 | ||||
| Rentable square feet (in thousands) | 16,052 | 16,048 | ||||
| Ending % leased | 90.1 | % | 93.0 | % | ||
| Ending % occupied | 88.5 | % | 90.8 | % | ||
| Quarterly average % occupied | 88.9 | % | 90.5 | % | ||
| Multifamily Statistics | ||||||
| Number of properties | 8 | 8 | ||||
| Number of units | 1,928 | 1,928 | ||||
| Ending % leased | 98.0 | % | 99.1 | % | ||
| Three Months Ended September 30, | % Favorable | |||||
| --- | --- | --- | --- | --- | --- | --- |
| 2020 | 2019 | (Unfavorable) | ||||
| Net Operating Income (NOI) | ||||||
| Office revenues | $ | 170,535 | $ | 200,320 | (14.9) | % |
| Office expenses | (61,328) | (65,707) | 6.7 | % | ||
| Office NOI | 109,207 | 134,613 | (18.9) | % | ||
| Multifamily revenues | 14,607 | 15,765 | (7.3) | % | ||
| Multifamily expenses | (4,122) | (3,941) | (4.6) | % | ||
| Multifamily NOI | 10,485 | 11,824 | (11.3) | % | ||
| Total NOI | $ | 119,692 | $ | 146,437 | (18.3) | % |
| Cash Net Operating Income (NOI) | ||||||
| Office cash revenues | $ | 169,206 | $ | 193,916 | (12.7) | % |
| Office cash expenses | (61,328) | (65,707) | 6.7 | % | ||
| Office cash NOI | 107,878 | 128,209 | (15.9) | % | ||
| Multifamily cash revenues | 14,606 | 15,761 | (7.3) | % | ||
| Multifamily cash expenses | (4,122) | (3,941) | (4.6) | % | ||
| Multifamily cash NOI | 10,484 | 11,820 | (11.3) | % | ||
| Total Cash NOI | $ | 118,362 | $ | 140,029 | (15.5) | % |
_________________________________________________
(1) The amounts presented include 100% (not our pro-rata share). See page 10 for a reconciliation of these non-GAAP measures to net income attributable to common stockholders.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Financial Results |
|---|
Reconciliation of Same Property NOI to Net (Loss) Income
(Unaudited and in thousands)
| Three Months Ended September 30, | ||||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Same property office cash revenues | $ | 169,206 | $ | 193,916 |
| Non-cash adjustments per definition of NOI | 1,329 | 6,404 | ||
| Same property office revenues | 170,535 | 200,320 | ||
| Same property office expenses | (61,328) | (65,707) | ||
| Office NOI | 109,207 | 134,613 | ||
| Same property multifamily cash revenues | 14,606 | 15,761 | ||
| Non-cash adjustments per definition of NOI | 1 | 4 | ||
| Same property multifamily revenues | 14,607 | 15,765 | ||
| Same property multifamily expenses | (4,122) | (3,941) | ||
| Multifamily NOI | 10,485 | 11,824 | ||
| Same Property NOI | 119,692 | 146,437 | ||
| Non-comparable office revenues | 18,360 | 5,580 | ||
| Non-comparable office expenses | (7,628) | (3,047) | ||
| Non-comparable multifamily revenues | 13,485 | 16,404 | ||
| Non-comparable multifamily expenses | (5,191) | (5,186) | ||
| NOI | 138,718 | 160,188 | ||
| General and administrative expenses | (9,469) | (9,218) | ||
| Depreciation and amortization | (94,952) | (90,279) | ||
| Operating income | 34,297 | 60,691 | ||
| Other income | 654 | 2,952 | ||
| Other expenses | (788) | (1,656) | ||
| Income from unconsolidated Funds | 145 | 1,831 | ||
| Interest expense | (36,167) | (40,397) | ||
| Net (loss) income | (1,859) | 23,421 | ||
| Less: Net loss (income) attributable to noncontrolling interests | 5,632 | (933) | ||
| Net income attributable to common stockholders | $ | 3,773 | $ | 22,488 |
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Financial Results |
|---|
Financial Data for JVs & Fund
(Unaudited, in thousands)
| Three Months Ended September 30, 2020 | ||||||
|---|---|---|---|---|---|---|
| Wholly-Owned Properties | Consolidated JVs(1) | Unconsolidated Fund(2) | ||||
| Revenues | $ | 161,084 | $ | 55,903 | $ | 4,085 |
| Office and multifamily operating expenses | $ | 57,233 | $ | 21,036 | $ | 1,495 |
| Straight-line rent | $ | (1,631) | $ | 328 | $ | 74 |
| Above/below-market lease revenue | $ | 790 | $ | 3,175 | $ | — |
| Cash NOI attributable to outside interests(3) | $ | — | $ | 16,504 | $ | 1,423 |
| Our share of cash NOI(4) | $ | 104,692 | $ | 14,860 | $ | 1,093 |
| Nine Months Ended September 30, 2020 | ||||||
| Wholly-Owned Properties | Consolidated JVs(1) | Unconsolidated Fund(2) | ||||
| Revenues | $ | 501,368 | $ | 174,765 | $ | 11,682 |
| Office and multifamily operating expenses | $ | 165,497 | $ | 60,949 | $ | 4,288 |
| Straight-line rent | $ | (13,947) | $ | (4,114) | $ | (656) |
| Above/below-market lease revenue | $ | 2,444 | $ | 10,092 | $ | (3) |
| Cash NOI attributable to outside interests(3) | $ | — | $ | 56,335 | $ | 4,703 |
| Our share of cash NOI(4) | $ | 347,374 | $ | 51,503 | $ | 3,350 |
______________________________________________________
(1) Represents stand-alone financial data (with property management fees excluded from operating expenses as a consolidating entry) for four consolidated JVs. We manage our JVs and own a weighted average interest of approximately 46% in them based on square footage. The JVs own a combined seventeen Class A office properties totaling 4.3 million square feet and one residential property with 350 apartments in our submarkets. We are entitled to (i) distributions based on invested capital, (ii) fees for property management and other services, (iii) reimbursement of certain acquisition-related expenses and certain other costs and (iv) in most cases, additional distributions based on Cash NOI.
(2) Represents stand-alone financial data (with property management fees excluded from operating expenses as a consolidating entry) for one unconsolidated Fund. We manage our Fund in which we own an interest of approximately 34%. The Fund owns two Class A office properties totaling 0.4 million square feet in our submarkets. We are entitled to (i) priority distributions, (ii) distributions based on invested capital, (iii) a carried interest if the investors’ distributions exceed a hurdle rate, (iv) fees for property management and other services and (v) reimbursement of certain costs.
(3) Represents the share of Cash NOI allocable under the applicable agreements to interests other than our Fully Diluted Shares.
(4) Represents the share of Cash NOI allocable to our Fully Diluted Shares.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Financial Results | | --- || Loans<br><br>(As of September 30, 2020, unaudited) | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | Maturity Date(1) | | Principal Balance<br>(In Thousands) | | Our Share(2)<br><br>(In Thousands) | | Effective<br><br>Rate(3) | Swap Maturity Date | | Consolidated Wholly-Owned Subsidiaries | | | | | | | | | 1/1/2024 | | $ | 300,000 | $ | 300,000 | 3.46% | 1/1/2022 | | 3/3/2025 | | 335,000 | | 335,000 | | 3.84% | 3/1/2023 | | 4/1/2025 | | 102,400 | | 102,400 | | 2.76% | 3/1/2023 | | 8/15/2026 | | 415,000 | | 415,000 | | 3.07% | 8/1/2025 | | 9/19/2026 | | 400,000 | | 400,000 | | 2.44% | 9/1/2024 | | 9/26/2026 | | 200,000 | | 200,000 | | 2.36% | 10/1/2024 | | 11/1/2026 | (4) | 400,000 | | 400,000 | | 2.18% | 10/1/2024 | | 6/1/2027 | | 550,000 | | 550,000 | | 3.16% | 6/1/2022 | | 6/1/2029 | | 255,000 | | 255,000 | | 3.26% | 6/1/2027 | | 6/1/2029 | (5) | 125,000 | | 125,000 | | 2.55% | 6/1/2027 | | 6/1/2038 | (6) | 30,303 | | 30,303 | | 4.55% | N/A | | 8/21/2023 | (7) | 40,000 | | 40,000 | | LIBOR + 1.15% | N/A | | Subtotal | | 3,152,703 | | 3,152,703 | | | | | Consolidated JVs | | | | | | | | | 2/28/2023 | | 580,000 | | 174,000 | | 2.37% | 3/1/2021 | | 12/19/2024 | | 400,000 | | 80,000 | | 3.47% | 1/1/2023 | | 5/15/2027 | (8) | 450,000 | | 400,500 | | 3.04% | 4/1/2025 | | 6/1/2029 | | 160,000 | | 32,000 | | 3.25% | 7/1/2027 | | Total Consolidated Loans | (9) | $ | 4,742,703 | $ | 3,839,203 | | | | Unconsolidated Fund | | | | | | | | | 3/1/2023 | | $ | 110,000 | $ | 36,891 | 2.30% | 3/1/2021 | | Total Loans | | | | $ | 3,876,094 | | |
Except as noted below, our loans and revolving credit facility: (i) are non-recourse, (ii) are secured by separate collateral pools consisting of one or more properties, (iii) require interest-only monthly payments with the outstanding principal due upon maturity, and (iv) contain certain financial covenants which could require us to deposit excess cash flow with the lender under certain circumstances unless we (at our option) either provide a guarantee or additional collateral or pay down the loan within certain parameters set forth in the loan documents. Certain loans with maturity date extensions require us to meet minimum financial thresholds in order to exercise those extensions.
(1)Maturity dates include the effect of extension options.
(2)"Our Share" is calculated by multiplying the principal balance by our share of the borrowing entity's equity, and is used to calculate the non-GAAP measure "Our Share of Net Debt" - see Corporate Data on page 3.
(3)Effective rate as of September 30, 2020. Includes the effect of interest rate swaps and excludes the effect of prepaid loan costs.
(4)Effective rate will increase to 2.31% on July 1, 2021.
(5)Effective rate will increase to 3.25% on December 1, 2020.
(6)Requires monthly payments of principal and interest. Principal amortization is based upon a 30-year amortization schedule.
(7)$400 million revolving credit facility. Unused commitment fees range from 0.10% to 0.15%.
(8)Effective rate will decrease to 2.26% on July 1, 2022.
(9)Our consolidated debt on the balance sheet of $4.71 billion is calculated by adding $4.6 million of unamortized loan premium and deducting $39.0 million of unamortized deferred loan costs from our total consolidated loans of $4.74 billion.
| Statistics for consolidated loans with interest fixed under the terms of the loan or a swap | |
|---|---|
| Principal balance (in billions) | $4.70 |
| Weighted average remaining life (including extension options) | 5.6 years |
| Weighted average remaining fixed interest period | 3.3 years |
| Weighted average annual interest rate | 3.00% |
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Portfolio Data |
|---|
Office Portfolio Summary
Total Office Portfolio as of September 30, 2020
| Region | Number of Properties | Our Rentable Square Feet | Region Rentable Square Feet(1) | Our Average Market Share(2) | |
|---|---|---|---|---|---|
| Los Angeles | |||||
| Westside(3) | 52 | 9,995,347 | 38,296,698 | 37.1 | % |
| Valley | 16 | 6,790,777 | 21,161,280 | 43.7 | |
| Honolulu(3) | 4 | 1,491,279 | 4,991,808 | 29.9 | |
| Total / Average | 72 | 18,277,403 | 64,449,786 | 39.0 | % |
_________________________________________________
(1) The rentable square feet in each region is based on the Rentable Square Feet as reported in the 2020 third quarter CBRE Marketview report for our submarkets in that region.
(2) Our market share is calculated by dividing Rentable Square Feet by the applicable Rentable Square Feet, weighted in the case of averages based on the square feet of exposure in our total portfolio to each submarket as follows:
| Region | Submarket | Number of Properties | Our Rentable Square Feet | Our Market Share(2) | |||||
|---|---|---|---|---|---|---|---|---|---|
| Westside | Brentwood | 15 | 2,085,745 | 60.5 | % | ||||
| Westwood | 7 | 2,188,007 | 50.5 | ||||||
| Olympic Corridor | 5 | 1,142,885 | 36.7 | ||||||
| Beverly Hills(3) | 11 | 2,196,067 | 27.7 | ||||||
| Santa Monica | 11 | 1,425,374 | 14.5 | ||||||
| Century City | 3 | 957,269 | 9.1 | ||||||
| Valley | Sherman Oaks/Encino | 12 | 3,488,995 | 53.4 | |||||
| Warner Center/Woodland Hills | 3 | 2,845,577 | 37.6 | ||||||
| Burbank | 1 | 456,205 | 6.5 | ||||||
| Honolulu | Honolulu(3) | 4 | 1,491,279 | 29.9 | |||||
| Total / Weighted Average | 72 | 18,277,403 | 39.0 | % |
_______________________________________________
(3) In calculating market share, we adjusted the rentable square footage by (i) removing approximately 273,000 rentable square feet of vacant space at an office building in Honolulu, which we are converting to residential apartments, from both our rentable square footage and that of the submarket (see page 22) and (ii) removing a 218,000 square foot property located just outside the Beverly Hills city limits from both the numerator and the denominator.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Portfolio Data |
|---|
Office Percentage Leased and In-Place Rents
Total Office Portfolio as of September 30, 2020
| Region(1) | Percent Leased | Annualized Rent(2) | Annualized Rent Per Leased Square Foot(2) | Monthly Rent Per Leased Square Foot(2) | ||||
|---|---|---|---|---|---|---|---|---|
| Los Angeles | ||||||||
| Westside | 91.1 | % | $ | 475,318,418 | $ | 54.05 | $ | 4.50 |
| Valley | 87.5 | 207,321,165 | 36.17 | 3.01 | ||||
| Honolulu | 91.9 | 46,467,619 | 35.81 | 2.98 | ||||
| Total / Weighted Average | 89.8 | % | $ | 729,107,202 | $ | 46.08 | $ | 3.84 |
_______________________________________________________________
(1)Regional data reflects the following underlying submarket data:
| Region | Submarket | Percent Leased | Monthly Rent Per Leased Square Foot(2) | |||||
|---|---|---|---|---|---|---|---|---|
| Westside | Beverly Hills | 94.1 | % | $ | 4.50 | |||
| Brentwood | 88.8 | 3.95 | ||||||
| Century City | 93.5 | 4.36 | ||||||
| Olympic Corridor | 91.2 | 3.39 | ||||||
| Santa Monica | 90.3 | 6.55 | ||||||
| Westwood | 89.9 | 4.35 | ||||||
| Valley | Burbank | 100.0 | 4.37 | |||||
| Sherman Oaks/Encino | 87.9 | 3.18 | ||||||
| Warner Center/Woodland Hills | 85.0 | 2.55 | ||||||
| Honolulu | Honolulu | 91.9 | 2.98 | |||||
| Weighted Average | 89.8 | % | $ | 3.84 |
(2) Does not include signed leases not yet commenced, which are included in percent leased but excluded from annualized rent.
| Recurring Office Capital Expenditures per Rentable Square Foot | ||
|---|---|---|
| Three months ended September 30, 2020 | $ | 0.14 |
| Nine months ended September 30, 2020 | $ | 0.21 |
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Portfolio Data |
|---|
Office Lease Diversification
Total Office Portfolio as of September 30, 2020
| Portfolio Tenant Size | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Median | Average | |||||||||
| Square feet | 2,600 | 5,600 | ||||||||
| Office Leases | Rentable Square Feet | Annualized Rent | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Square Feet Under Lease | Number | Percent | Amount | Percent | Amount | Percent | ||||
| 2,500 or less | 1,368 | 48.3 | % | 1,930,329 | 12.2 | % | $ | 87,117,160 | 11.9 | % |
| 2,501-10,000 | 1,101 | 38.8 | 5,394,404 | 34.1 | 244,756,905 | 33.6 | ||||
| 10,001-20,000 | 237 | 8.4 | 3,300,961 | 20.9 | 145,009,989 | 19.9 | ||||
| 20,001-40,000 | 94 | 3.3 | 2,602,498 | 16.4 | 119,003,627 | 16.3 | ||||
| 40,001-100,000 | 30 | 1.1 | 1,686,425 | 10.7 | 88,666,195 | 12.2 | ||||
| Greater than 100,000 | 4 | 0.1 | 908,539 | 5.7 | 44,553,326 | 6.1 | ||||
| Total for all leases | 2,834 | 100.0 | % | 15,823,156 | 100.0 | % | $ | 729,107,202 | 100.0 | % |
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Portfolio Data |
|---|
Largest Office Tenants
Total Office Portfolio as of September 30, 2020
| Tenants paying 1% or more of our aggregate Annualized Rent: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Tenant | Number of Leases | Number of Properties | Lease Expiration(1) | Total Leased Square Feet | Percent of Rentable Square Feet | Annualized Rent | Percent of Annualized Rent | |||
| Time Warner(2) | 3 | 3 | 2023 - 2024 | 468,819 | 2.6 | % | $ | 24,399,554 | 3.3 | % |
| UCLA(3) | 26 | 10 | 2020 - 2027 | 336,695 | 1.8 | 17,533,261 | 2.4 | |||
| William Morris Endeavor(4) | 3 | 1 | 2022 - 2027 | 213,539 | 1.2 | 12,796,004 | 1.8 | |||
| Morgan Stanley(5) | 5 | 5 | 2022 - 2027 | 145,488 | 0.8 | 9,633,060 | 1.3 | |||
| Equinox Fitness(6) | 5 | 5 | 2024 - 2033 | 181,177 | 1.0 | 8,903,105 | 1.2 | |||
| Total | 42 | 24 | 1,345,718 | 7.4 | % | $ | 73,264,984 | 10.0 | % |
______________________________________________________
(1) Expiration dates are per lease (expiration dates do not reflect storage and similar leases).
(2) Square footage expires as follows: 13,000 square feet in 2023; and 456,000 square feet in 2024.
(3) Square footage expires as follows: 1,000 square feet in 2020; 72,000 square feet in 2021; 55,000 square feet in 2022; 46,000 square feet in 2023; 11,000 square feet in 2024; 85,000 square feet in 2025; and 67,000 square feet in 2027. Tenant has options to terminate 16,000 square feet in 2023; and 51,000 square feet in 2025.
(4) Square footage expires as follows: 1,000 square feet in 2022; and 207,000 square feet in 2027. Tenant has an option to terminate 214,000 square feet in 2022.
(5) Square footage expires as follows: 16,000 square feet in 2022; 30,000 square feet in 2023; 26,000 square feet in 2025; and 74,000 square feet in 2027. Tenant has options to terminate 26,000 square feet in 2022; and 32,000 square feet in 2024.
(6) Square footage expires as follows: 34,000 square feet in 2024; 31,000 square feet in 2027; 44,000 square feet in 2028; 42,000 square feet in 2030; and 30,000 square feet in 2033.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Portfolio Data |
|---|
Office Industry Diversification
Total Office Portfolio as of September 30, 2020
Percentage of Annualized Rent by Tenant Industry
| Industry | Number of Leases | Annualized Rent as a Percent of Total | |
|---|---|---|---|
| Legal | 579 | 18.2 | % |
| Financial Services | 389 | 15.1 | |
| Entertainment | 198 | 13.5 | |
| Real Estate | 298 | 11.6 | |
| Accounting & Consulting | 326 | 9.9 | |
| Health Services | 357 | 7.6 | |
| Retail | 185 | 6.0 | |
| Technology | 104 | 4.7 | |
| Insurance | 101 | 3.7 | |
| Educational Services | 54 | 3.5 | |
| Public Administration | 94 | 2.6 | |
| Advertising | 49 | 1.2 | |
| Manufacturing & Distribution | 50 | 1.1 | |
| Other | 50 | 1.3 | |
| Total | 2,834 | 100.0 | % |
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Portfolio Data |
|---|
Office Lease Expirations
Total Office Portfolio as of September 30, 2020
(1) Average of the percentage of leases expiring at September 30, 2017, 2018, and 2019 with the same remaining duration as the leases for the labeled year had at September 30, 2020. Acquisitions are included in the comparable average commencing in the quarter after the acquisition.
| Year of Lease Expiration | Number of Leases | Rentable Square Feet | Expiring Square Feet as a Percent of Total | Annualized Rent at September 30, 2020 | Annualized Rent as a Percent of Total | Annualized Rent Per Leased Square Foot(1) | Annualized Rent Per Leased Square Foot at Expiration(2) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Short Term Leases | 80 | 240,250 | 1.3 | % | $ | 10,003,365 | 1.4 | % | $ | 41.64 | $ | 41.74 |
| 2020 | 143 | 473,045 | 2.6 | 20,553,276 | 2.8 | 43.45 | 43.53 | |||||
| 2021 | 656 | 2,653,998 | 14.5 | 116,245,178 | 15.9 | 43.80 | 44.20 | |||||
| 2022 | 563 | 2,410,181 | 13.2 | 105,882,088 | 14.5 | 43.93 | 47.02 | |||||
| 2023 | 469 | 2,565,058 | 14.0 | 119,963,474 | 16.5 | 46.77 | 50.81 | |||||
| 2024 | 310 | 2,280,393 | 12.5 | 107,048,766 | 14.7 | 46.94 | 52.89 | |||||
| 2025 | 272 | 1,678,208 | 9.2 | 78,255,851 | 10.7 | 46.63 | 54.53 | |||||
| 2026 | 138 | 1,130,537 | 6.2 | 52,344,908 | 7.2 | 46.30 | 57.12 | |||||
| 2027 | 92 | 1,249,398 | 6.8 | 60,488,825 | 8.3 | 48.41 | 59.50 | |||||
| 2028 | 45 | 432,035 | 2.4 | 23,877,575 | 3.3 | 55.27 | 69.98 | |||||
| 2029 | 24 | 146,113 | 0.8 | 6,597,412 | 0.9 | 45.15 | 57.68 | |||||
| Thereafter | 42 | 563,940 | 3.1 | 27,846,484 | 3.8 | 49.38 | 69.71 | |||||
| Subtotal/weighted average | 2,834 | 15,823,156 | 86.6 | % | $ | 729,107,202 | 100.0 | % | $ | 46.08 | $ | 51.86 |
| Signed leases not commenced | 262,512 | 1.4 | ||||||||||
| Available | 1,856,820 | 10.1 | ||||||||||
| Building management use | 119,570 | 0.7 | ||||||||||
| BOMA adjustment(3) | 215,345 | 1.2 | ||||||||||
| Total/weighted average | 2,834 | 18,277,403 | 100.0 | % | $ | 729,107,202 | 100.0 | % | $ | 46.08 | $ | 51.86 |
___________________________________________________
(1)Represents annualized rent at September 30, 2020 divided by leased square feet.
(2)Represents annualized rent at expiration divided by leased square feet.
(3)Represents the square footage adjustments for leases that do not reflect BOMA remeasurement.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Portfolio Data |
|---|
Office Lease Expirations - Next Four Quarters
Total Office Portfolio as of September 30, 2020
| Q4 2020 | Q1 2021 | Q2 2021 | Q3 2021 | |
|---|---|---|---|---|
| Los Angeles | ||||
| Westside | 276,347 | 315,789 | 445,939 | 328,351 |
| Valley | 161,341 | 232,809 | 255,025 | 215,062 |
| Honolulu | 35,357 | 53,767 | 41,328 | 60,970 |
| Expiring Square Feet(1) | 473,045 | 602,365 | 742,292 | 604,383 |
| Percentage of Portfolio | 2.6 | 3.3 | 4.1 | 3.3 |
| Los Angeles | ||||
| Westside | 49.78 | 52.86 | 49.80 | 54.02 |
| Valley | 34.75 | 34.35 | 33.25 | 38.50 |
| Honolulu | 34.80 | 36.13 | 35.08 | 34.47 |
| Expiring Rent per Square Foot(2) | 43.53 | 44.21 | 43.29 | 46.52 |
All values are in US Dollars.
________________________________________________________
(1)Includes leases with an expiration date in the applicable period where the space had not been re-leased as of September 30, 2020, other than 240,250 square feet of Short-Term Leases.
(2)Fluctuations in this number primarily reflect the mix of buildings/submarkets involved, as well as the varying terms and square footage of the individual leases expiring. As a result, the data in this table should only be extrapolated with caution. While the following table sets forth data for our underlying submarkets, that data is even more influenced by such issues:
| Next Four Quarters | |||||
|---|---|---|---|---|---|
| Region | Submarket | Expiring SF | |||
| Westside | Beverly Hills | 195,769 | |||
| Brentwood | 336,716 | 46.88 | |||
| Century City | 162,505 | 50.42 | |||
| Olympic Corridor | 221,265 | 42.33 | |||
| Santa Monica | 130,202 | 76.03 | |||
| Westwood | 319,969 | 52.78 | |||
| Valley | Sherman Oaks/Encino | 544,727 | |||
| Warner Center/Woodland Hills | 319,510 | 31.82 | |||
| Honolulu | Honolulu | 191,422 |
All values are in US Dollars.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Portfolio Data |
|---|
Office Leasing Activity
Total Office Portfolio during the Three Months ended September 30, 2020
| Net Absorption During Quarter | (1.04)% | ||
|---|---|---|---|
| Office Leases Signed During Quarter | Number of Leases | Rentable Square Feet | Weighted Average Lease Term (months) |
| --- | --- | --- | --- |
| New leases | 51 | 170,500 | 50 |
| Renewal leases | 124 | 564,198 | 55 |
| All leases | 175 | 734,698 | 54 |
| Change in Rental Rates for Office Leases Executed during the Quarter(1) | |||
| --- | --- | --- | --- |
| Expiring<br><br>Rate(1) | New/Renewal Rate(1) | Percentage Change | |
| Cash Rent | $45.90 | $45.58 | (0.7)% |
| Straight-line Rent | $41.04 | $47.08 | 14.7% |
| Average Office Lease Transaction Costs | |||
| --- | --- | --- | |
| Lease Transaction Costs per SF | Lease Transaction Costs per Annum | ||
| New leases signed during the quarter | $32.04 | $7.73 | |
| Renewal leases signed during the quarter | $17.24 | $3.74 | |
| All leases signed during the quarter | $20.62 | $4.58 |
________________________________________________________________
(1)Represents the average annual initial stabilized cash and straight-line rents per square foot on new and renewed leases signed during the quarter compared to the prior leases for the same space. Excludes leases with a term of twelve months or less, leases where the prior lease was terminated more than a year before signing of the new lease, leases for tenants relocated at landlord's request, leases modified by workout agreements, and leases in acquired buildings where we believe the information about the prior agreement is incomplete or where we believe base rent reflects other off-market inducements to the tenant.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Portfolio Data |
|---|
Multifamily Portfolio Summary
as of September 30, 2020
Annualized Rent by Submarket
| Submarket | Number of Properties | Number of Units | Units as a Percent of Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Los Angeles | |||||||||||
| Santa Monica | 2 | 820 | 19 | % | |||||||
| West Los Angeles | 6 | 1,300 | 31 | ||||||||
| Honolulu | 4 | 2,138 | 50 | ||||||||
| Total | 12 | 4,258 | 100 | % | |||||||
| Submarket | Percent Leased | Annualized Rent(2) | Monthly Rent Per Leased Unit | ||||||||
| Los Angeles | |||||||||||
| Santa Monica | 98.7 | % | $ | 29,868,888 | $ | 3,081 | |||||
| West Los Angeles(1) | 97.6 | 42,468,396 | 3,035 | ||||||||
| Honolulu | 97.0 | 46,664,328 | 1,881 | ||||||||
| Total / Weighted Average | 97.5 | % | $ | 119,001,612 | $ | 2,454 | Recurring Multifamily Capital Expenditures per Unit | ||||
| --- | --- | --- | |||||||||
| Three months ended September 30, 2020 | $ | 223 | |||||||||
| Nine months ended September 30, 2020 | $ | 622 |
________________________________________________________________
(1) 102 units at one property which are temporarily unoccupied as a result of a fire are omitted from the calculation of Percent Leased. These units, as well as insurance recovery for lost rent, are also omitted from the calculation of Annualized Rent.
(2) The multifamily portfolio also includes 10,495 square feet of ancillary retail space generating annualized rent of $419,225, which is not included in multifamily annualized rent.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Developments |
|---|
Development Projects
| 1132 Bishop Street, Honolulu, Hawaii |
|---|
| In downtown Honolulu, we are converting a 25 story, 490,000 square foot office tower into approximately 500 rental apartments. This project will help address the severe shortage of rental housing in Honolulu, and revitalize the central business district, where we own a significant portion of the Class A office space.The conversion is occurring in phases over a number of years as the office space is vacated. In select cases, we will relocate tenants to our other office buildings in Honolulu, although we do not have enough vacancy to accommodate all of them. We began delivering the first units during the second quarter of 2020. We currently expect construction costs of 80 million to 100 million. The inherent uncertainties of development, however, are compounded by the multi-year and phased nature of the conversion and potential impacts from the pandemic. |
| Residential High Rise Tower, Brentwood, California |
| In Brentwood, we are building the first new residential high-rise development west of the 405 freeway in more than 40 years, offering stunning ocean views and luxury amenities. The 34 story, 376 unit tower is being built on a site that is directly adjacent to an office building and a 712 unit residential property that we own. The estimated budget is between 180 million and 200 million, not including the cost of the land which we have owned since 1997. As part of the project, we are investing additional capital to build a one acre park on Wilshire Boulevard that will be available to the public and provide a valuable amenity to our surrounding properties and community. Construction continues on the project, although we may face some delays as a result of the impact of the pandemic on permitting and other logistics. We currently expect the first units to be delivered in 2022. |
All values are in US Dollars.
_______________________________________________
All figures are estimates, as development in our markets is long and complex and subject to inherent uncertainties.
NOTE: See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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| Definitions |
|---|
Adjusted Funds From Operations (AFFO): We calculate AFFO from FFO by (i) eliminating the impact on FFO of straight-line rent; amortization/accretion of acquired above/below market leases; loan costs such as amortization/accretion of loan premiums/discounts; amortization and hedge ineffectiveness of interest rate contracts; amortization/expense of loan costs; non-cash compensation expense, and (ii) subtracting recurring capital expenditures, tenant improvements and capitalized leasing expenses (including adjusting for the effect of such items attributable to consolidated JVs and unconsolidated Funds, but not for noncontrolling interests included in our calculation of fully diluted equity). Recurring capital expenditures, tenant improvements and leasing expenses are those required to maintain current revenues once a property has been stabilized, generally excluding those for acquired buildings being stabilized, newly developed space and upgrades to improve revenues or operating expenses or significantly change the use of the space, as well as those resulting from casualty damage or bringing the property into compliance with governmental requirements. We report AFFO because it is a widely reported measure of the performance of equity Real Estate Investments Trusts (REITs), and is also used by some investors to compare our performance with other REITs. However, the National Association of Real Estate Investment Trusts (NAREIT) has not defined AFFO, and other REITs may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to the AFFO of other REITs. AFFO is a non-GAAP financial measure for which we believe that net income (loss) is the most directly comparable GAAP financial measure. AFFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a measure of our liquidity or cash flow, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends.
AFFO Payout Ratio: Represents dividends paid within each period divided by the AFFO for that period. We report AFFO Payout Ratio because it is a widely reported measure of the performance of equity REITs, and is also used by some investors to compare our performance with other REITs.
Annualized Rent: Represents annualized cash base rent (i.e. excludes tenant reimbursements, parking and other revenue) before abatements under leases commenced as of the reporting date and expiring after the reporting date (does not include 262,512 square feet with respect to signed leases not yet commenced at September 30, 2020). For our triple net office properties (in Honolulu and one single tenant building in Los Angeles), annualized rent is calculated for triple net leases by adding expense reimbursements and estimates of normal building expenses paid by tenants to base rent. Annualized Rent does not include lost rent recovered from insurance and rent for building management use. Annualized Rent includes rent for a health club that we owned and operated in Honolulu and for our corporate headquarters in Santa Monica. We report Annualized Rent because it is a widely reported measure of the performance of equity REITs, and is used by some investors as a means to determine tenant demand and to compare our performance and value with other REITs. We use Annualized Rent to manage and monitor the performance of our office and multifamily portfolios.
Average Office Occupancy: Calculated by averaging the Occupancy Rates on the last day of the current and prior quarter and, for reporting periods longer than a quarter, by averaging the Occupancy Rates for all the quarters in the respective reported period.
Consolidated Portfolio: Includes all of the properties included in our consolidated results, including our consolidated JVs. At September 30, 2020, we own 100% of our consolidated portfolio, except for seventeen office properties totaling 4.3 million square feet and one residential property with 350 apartments, which we own through four consolidated JVs and in which we own a weighted average interest of approximately 46% based on square footage.
Consolidated Net Debt: Represents our consolidated debt, net of cash and cash equivalents, and before adding unamortized loan premium and deducting unamortized deferred loan costs. Cash and cash equivalents are subtracted because they could be used to reduce the debt obligations and unamortized loan premium and deferred loan costs are not adjusted for because they do not require cash settlement. Consolidated Net Debt is a non-GAAP financial measure for which we believe that consolidated debt is the most directly comparable GAAP financial measure. We report Consolidated Net Debt because some investors use it to evaluate and compare our leverage and financial position with that of other REITs. A limitation associated with using Consolidated Net Debt is that it subtracts cash and cash equivalents and may therefore imply that there is less debt than the most comparable GAAP financial measure indicates.
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Equity Capitalization: Represents our Fully Diluted Shares multiplied by the closing price of our common stock on the New York Stock Exchange as of September 30, 2020.
Fully Diluted Shares: Calculated according to the treasury stock method, based on our diluted outstanding stock and units in our Operating Partnership.
Funds: At September 30, 2020, we owned an interest of approximately 34% in Douglas Emmett Partnership X, LP (Partnership X). The Fund owns two office properties totaling 0.4 million square feet. We held an ownership interest in an unconsolidated Fund that was restructured on November 21, 2019, after which it is treated as a consolidated JV in our financial statements.
Funds From Operations (FFO): We calculate FFO in accordance with the standards established by NAREIT by excluding gains (or losses) on sales of investments in real estate, gains (or losses) from changes in control of investments in real estate, real estate depreciation and amortization (other than amortization of right-of-use assets for which we are the lessee and amortization of deferred loan costs), and impairment write-downs of real estate from our net income (loss) (including adjusting for the effect of such items attributable to consolidated JVs and unconsolidated Funds, but not for noncontrolling interests included in our calculation of fully diluted equity). We report FFO because it is a widely reported measure of the performance of equity REITs, and is also used by some investors to identify the impact of trends in occupancy rates, rental rates and operating costs from year to year, excluding impacts from changes in the value of our real estate, and to compare our performance with other REITs. FFO is a non-GAAP financial measure for which we believe that net income (loss) is the most directly comparable GAAP financial measure. FFO has limitations as a measure of our performance because it excludes depreciation and amortization of real estate, and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures, tenant improvements and leasing expenses necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations. FFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a measure of our liquidity or cash flow, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. Other REITs may not calculate FFO in accordance with the NAREIT definition and, accordingly, our FFO may not be comparable to the FFO of other REITs.
GAAP: Refers to accounting principles generally accepted in the United States.
Joint Ventures (JVs): At September 30, 2020, we owned a weighted average interest of approximately 46% based on square footage in four consolidated JVs. The JVs owned seventeen office properties totaling 4.3 million square feet and one residential property with 350 apartments. We held an ownership interest in an unconsolidated Fund that was restructured on November 21, 2019, after which it is treated as a consolidated JV in our financial statements.
Lease Transaction Costs: Represents the weighted average of tenant improvements and leasing commissions for leases signed by us during the quarter, excluding leases substantially negotiated by the seller in the case of acquired properties and excluding leases for tenants relocated from space being taken out of service. We report Lease Transaction Costs because it is a widely reported measure of the performance of equity REITs, and is used by some investors to determine our cash needs and to compare our performance with other REITs. We use Lease Transaction Costs to manage and monitor the performance of our office and multifamily portfolios.
Leased Rate: The percentage leased as of September 30, 2020. Management space is considered leased. Space taken out of service during a repositioning or which is vacant as a result of a fire or other damage is excluded from both the numerator and denominator for calculating percentage leased. We report Leased Rates because it is a widely reported measure of the performance of equity REITs, and is also used by some investors as a means to determine tenant demand and to compare our performance with other REITs. We use Leased Rate to manage and monitor the performance of our office and multifamily portfolios.
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Net Absorption: Represents the change in percentage leased between the last day of the current and prior quarter, excluding properties acquired or sold during the current quarter. We report Net Absorption because it is a widely reported measure of the performance of equity REITs, and is used by some investors as a means to determine tenant demand and to compare our performance with other REITs. We use Net Absorption to manage and monitor the performance of our office portfolio.
Net Income Per Common Share - Diluted: We calculate Net Income Per Common Share - Diluted in accordance with GAAP by dividing the net income attributable to common stockholders for the period by the weighted average number of common shares and dilutive instruments outstanding during the period using the treasury stock method. We account for unvested Long Term Incentive Plan Unit (LTIP Unit) awards that contain non-forfeitable rights to dividends as participating securities and include these securities in the computation using the two-class method.
Net Operating Income (NOI): We calculate NOI as revenue less operating expenses attributable to the properties that we own and operate. We present two forms of NOI:
•NOI: is calculated by excluding the following from our net income (loss): general and administrative expenses, depreciation and amortization expense, other income, other expenses, income from unconsolidated Funds, interest expense, gain from consolidation of JVs, gains (or losses) on sales of investments in real estate and net income attributable to noncontrolling interests.
•Cash NOI: is calculated by excluding from NOI our straight-line rent and the amortization/accretion of acquired above/below market leases.
We report NOI because it is a widely recognized measure of the performance of equity REITs, and is used by some investors to identify trends in occupancy rates, rental rates and operating costs and to compare our operating performance with that of other REITs. NOI is a non-GAAP financial measure for which we believe that net income (loss) is the most directly comparable GAAP financial measure. NOI has limitations as a measure of our performance because it excludes depreciation and amortization expense, and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures, tenant improvements and leasing expenses necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations. NOI should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a measure of our liquidity or cash flow, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. Other REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to the NOI of other REITs.
Occupancy Rate: We calculate the Occupancy Rate by excluding signed leases not yet commenced from the Leased Rate. Management space is considered occupied. Space taken out of service during a repositioning or which is vacant as a result of a fire or other damage is excluded from both the numerator and denominator for calculating the Occupancy Rate. We report Occupancy Rate because it is a widely reported measure of the performance of equity REITs, and is also used by some investors as a means to determine tenant demand and to compare our performance with other REITs. We use Occupancy Rate to manage and monitor the performance of our office and multifamily portfolios.
Operating Partnership: Douglas Emmett Properties, LP
Our Share of Net Debt: We calculate Our Share of Net Debt by multiplying the principal balance of our consolidated loans and our unconsolidated Fund's loan by our equity interest in the relevant borrower, and subtracting the product of cash and cash equivalents multiplied by our equity interest in the entity that owns the cash or cash equivalent. We subtract cash and cash equivalents because they could be used to reduce the debt obligations, and do not add unamortized loan premium or subtract unamortized deferred loan costs because they do not require cash settlement. Our Share of Net Debt is a non-GAAP financial measure for which we believe that consolidated debt is the most directly comparable GAAP financial measure. We report Our Share of Net Debt because some investors use it to evaluate and compare our leverage and financial position with that of other REITs.
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Pro Forma Enterprise Value: We calculate Pro Forma Enterprise Value by adding Equity Capitalization to Our Share of Net Debt. Pro Forma Enterprise Value is a non-GAAP financial measure for which we believe that consolidated total equity and liabilities is the most directly comparable GAAP financial measure. We report Pro Forma Enterprise Value because some investors use it to evaluate and compare our financial position with that of other REITs.
Recurring Capital Expenditures: Building improvements required to maintain revenues once a property has been stabilized, and excludes capital expenditures for (i) acquired buildings being stabilized, (ii) newly developed space, (iii) upgrades to improve revenues or operating expenses or significantly change the use of the space, (iv) casualty damage and (v) bringing the property into compliance with governmental or lender requirements. We report Recurring Capital Expenditures because it is a widely reported measure of the performance of equity REITs, and is used by some investors as a means to determine our cash flow requirements and to compare our performance with other REITs. We use Recurring Capital Expenditures to manage and monitor the performance of our office and multifamily portfolios.
Rental Rate: We report Rental Rate because it is a widely reported measure of the performance of equity REITs, and is used by some investors to compare our performance with other REITs. We use Rental Rate to manage and monitor the performance of our office and multifamily portfolios. We present two forms of Rental Rates:
•Cash Rental Rate: is calculated by dividing the rent paid by the Rentable Square Feet.
•Straight-Line Rental Rate: is calculated by dividing the average rent over the lease term by the Rentable Square Feet.
Rentable Square Feet: Based on the Building Owners and Managers Association (BOMA) measurement. At September 30, 2020, total consists of 16,085,668 leased square feet (including 262,512 square feet with respect to signed leases not commenced), 1,856,820 available square feet, 119,570 building management use square feet and 215,345 square feet of BOMA adjustment on leased space. We report Rentable Square Feet because it is a widely reported measure of the performance and value of equity REITs, and is also used by some investors to compare our performance and value with other REITs. We use Rentable Square Feet to manage and monitor the performance of our office portfolio.
Same Property NOI: To facilitate a comparison of NOI between reported periods, we report NOI for a subset of our properties referred to as our “same properties,” which are properties that have been owned and operated by us during both periods being compared. We exclude from our same property subset properties that during the comparable periods were: (i) acquired, (ii) sold, (iii) held for sale, contributed or otherwise removed from our consolidated financial statements, or (iv) that underwent a major repositioning project or were impacted by development activity that we believed significantly affected the properties' results. Our Same Property NOI is not adjusted for noncontrolling interests in properties which are not wholly owned. Our same properties for 2020 include all of our Consolidated Portfolio properties, other than (1) an 80,500 square foot property in Honolulu, where the largest tenant is a health club that we owned and operated, (2) a 492,600 square foot office property in Honolulu and a multifamily property in Honolulu which are affected by development activities, (3) a residential community in Los Angeles that we acquired in June 2019 with 350 apartments and approximately 50,000 square feet of retail space, (4) a residential community with 712 apartments and approximately 34,000 square feet of retail space in Los Angeles partially affected by fire damage, and (5) a consolidated JV with six properties totaling 1.5 million square feet that was an unconsolidated Fund before November 21, 2019. We report Same Property NOI because it is a widely reported measure of the performance and value of equity REITs, and is used by some investors as a means to determine our financial results without noise from properties not being operated on a consistent basis and to compare our performance and value with other REITs. We use Same Property NOI to manage and monitor the performance of our office portfolio.
Short Term Leases: Represents leases that expired on or before the reporting date or had a term of less than one year, including hold over tenancies, month to month leases and other short term occupancies.
Total Portfolio: At September 30, 2020, our Total Portfolio included our Consolidated Portfolio plus two office properties totaling 0.4 million square feet owned by one unconsolidated Fund in which we owned approximately 34%.
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"We" and "our" refers to Douglas Emmett, Inc., our Operating Partnership and its subsidiaries, as well as our consolidated JVs and our unconsolidated Fund.
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