þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Kilroy Realty Corporation | Maryland | 95-4598246 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
Kilroy Realty, L.P. | Delaware | 95-4612685 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064 | ||
(Address of principal executive offices) (Zip Code) | ||
(310) 481-8400 | ||
(Registrant's telephone number, including area code) | ||
N/A | ||
(Former name, former address and former fiscal year, if changed since last report) |
Kilroy Realty Corporation | |||
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company) | |||
Kilroy Realty, L.P. | |||
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
(Do not check if a smaller reporting company) |
• | Combined reports better reflect how management and the analyst community view the business as a single operating unit; |
• | Combined reports enhance investors’ understanding of the Company and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management; |
• | Combined reports are more efficient for the Company and the Operating Partnership and result in savings in time, effort and expense; and |
• | Combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review. |
• | consolidated financial statements; |
• | the following notes to the consolidated financial statements: |
◦ | Note 8, Stockholders’ Equity of the Company; |
◦ | Note 9, Partners’ Capital of the Operating Partnership; |
◦ | Note 13, Net Income Available to Common Stockholders Per Share of the Company; and |
◦ | Note 14, Net Income Available to Common Unitholders Per Unit of the Operating Partnership; |
• | “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
◦ | —Liquidity and Capital Resources of the Company;” and |
◦ | —Liquidity and Capital Resources of the Operating Partnership.” |
Page | |||
PART I – FINANCIAL INFORMATION | |||
Item 1. | |||
Item 1. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
PART II – OTHER INFORMATION | |||
Item 1. | |||
Item 1A. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
Item 5. | |||
Item 6. | |||
September 30, 2015 | December 31, 2014 | ||||||
ASSETS | (unaudited) | ||||||
REAL ESTATE ASSETS: | |||||||
Land and improvements | $ | 850,280 | $ | 877,633 | |||
Buildings and improvements | 4,028,044 | 4,059,639 | |||||
Undeveloped land and construction in progress (Note 2) | 1,475,718 | 1,120,660 | |||||
Total real estate assets held for investment | 6,354,042 | 6,057,932 | |||||
Accumulated depreciation and amortization | (999,557 | ) | (947,664 | ) | |||
Total real estate assets held for investment, net ($176,947 and $211,755 of VIE, respectively, Note 1) | 5,354,485 | 5,110,268 | |||||
REAL ESTATE ASSETS AND OTHER ASSETS HELD FOR SALE, NET | — | 8,211 | |||||
CASH AND CASH EQUIVALENTS | 567,940 | 23,781 | |||||
RESTRICTED CASH (Note 1) | 8,130 | 75,185 | |||||
MARKETABLE SECURITIES (Note 12) | 12,638 | 11,971 | |||||
CURRENT RECEIVABLES, NET (Note 5) | 11,533 | 7,229 | |||||
DEFERRED RENT RECEIVABLES, NET (Note 5) | 183,352 | 156,416 | |||||
DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET (Note 4) | 173,457 | 201,926 | |||||
DEFERRED FINANCING COSTS, NET | 18,709 | 18,374 | |||||
PREPAID EXPENSES AND OTHER ASSETS, NET | 23,148 | 20,375 | |||||
TOTAL ASSETS | $ | 6,353,392 | $ | 5,633,736 | |||
LIABILITIES AND EQUITY | |||||||
LIABILITIES: | |||||||
Secured debt (Notes 6 and 12) | $ | 475,923 | $ | 546,292 | |||
Unsecured debt, net (Notes 6 and 12) | 2,181,382 | 1,783,121 | |||||
Unsecured line of credit (Notes 6 and 12) | — | 140,000 | |||||
Accounts payable, accrued expenses and other liabilities | 249,980 | 225,830 | |||||
Accrued distributions (Note 15) | 34,993 | 32,899 | |||||
Deferred revenue and acquisition-related intangible liabilities, net (Note 4) | 127,473 | 132,239 | |||||
Rents received in advance and tenant security deposits | 46,579 | 49,363 | |||||
Liabilities of real estate assets held for sale | — | 56 | |||||
Total liabilities | 3,116,330 | 2,909,800 | |||||
COMMITMENTS AND CONTINGENCIES (Note 11) | |||||||
EQUITY: | |||||||
Stockholders’ Equity (Note 8): | |||||||
Preferred stock, $.01 par value, 30,000,000 shares authorized: | |||||||
6.875% Series G Cumulative Redeemable Preferred stock, $.01 par value, 4,600,000 shares authorized, 4,000,000 shares issued and outstanding ($100,000 liquidation preference) | 96,155 | 96,155 | |||||
6.375% Series H Cumulative Redeemable Preferred stock, $.01 par value, 4,000,000 shares authorized, issued and outstanding ($100,000 liquidation preference) | 96,256 | 96,256 | |||||
Common stock, $.01 par value, 150,000,000 shares authorized, 92,220,367 and 86,259,684 shares issued and outstanding, respectively | 922 | 863 | |||||
Additional paid-in capital | 3,042,330 | 2,635,900 | |||||
Distributions in excess of earnings | (62,850 | ) | (162,964 | ) | |||
Total stockholders’ equity | 3,172,813 | 2,666,210 | |||||
Noncontrolling Interests: | |||||||
Common units of the Operating Partnership (Note 7) | 57,913 | 51,864 | |||||
Noncontrolling interest in consolidated subsidiary (Note 1) | 6,336 | 5,862 | |||||
Total noncontrolling interests | 64,249 | 57,726 | |||||
Total equity | 3,237,062 | 2,723,936 | |||||
TOTAL LIABILITIES AND EQUITY | $ | 6,353,392 | $ | 5,633,736 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
REVENUES | |||||||||||||||
Rental income | $ | 129,510 | $ | 115,221 | $ | 391,892 | $ | 338,911 | |||||||
Tenant reimbursements | 11,681 | 11,346 | 40,280 | 33,399 | |||||||||||
Other property income | 362 | 2,457 | 1,690 | 7,650 | |||||||||||
Total revenues | 141,553 | 129,024 | 433,862 | 379,960 | |||||||||||
EXPENSES | |||||||||||||||
Property expenses | 26,684 | 25,801 | 78,264 | 75,448 | |||||||||||
Real estate taxes | 12,087 | 11,008 | 37,232 | 32,728 | |||||||||||
Provision for bad debts | — | 58 | 289 | 58 | |||||||||||
Ground leases | 862 | 771 | 2,451 | 2,306 | |||||||||||
General and administrative expenses | 10,799 | 11,138 | 36,200 | 33,806 | |||||||||||
Acquisition-related expenses | 4 | 431 | 397 | 1,268 | |||||||||||
Depreciation and amortization | 49,422 | 50,032 | 152,567 | 148,647 | |||||||||||
Total expenses | 99,858 | 99,239 | 307,400 | 294,261 | |||||||||||
OTHER (EXPENSES) INCOME | |||||||||||||||
Interest income and other net investment (loss) gain (Note 12) | (694 | ) | (9 | ) | 177 | 587 | |||||||||
Interest expense (Note 6) | (12,819 | ) | (16,608 | ) | (44,561 | ) | (49,880 | ) | |||||||
Total other (expenses) income | (13,513 | ) | (16,617 | ) | (44,384 | ) | (49,293 | ) | |||||||
INCOME FROM CONTINUING OPERATIONS BEFORE GAINS ON SALES OF REAL ESTATE | 28,182 | 13,168 | 82,078 | 36,406 | |||||||||||
Gain on sale of land (Note 3) | — | — | 17,268 | 3,490 | |||||||||||
Gains on sales of depreciable operating properties (Note 3) | 78,522 | — | 109,950 | — | |||||||||||
INCOME FROM CONTINUING OPERATIONS | 106,704 | 13,168 | 209,296 | 39,896 | |||||||||||
DISCONTINUED OPERATIONS (Note 1) | |||||||||||||||
Income from discontinued operations | — | 548 | — | 2,091 | |||||||||||
Gains on dispositions of discontinued operations | — | 5,587 | — | 110,391 | |||||||||||
Total income from discontinued operations | — | 6,135 | — | 112,482 | |||||||||||
NET INCOME | 106,704 | 19,303 | 209,296 | 152,378 | |||||||||||
Net income attributable to noncontrolling common units of the Operating Partnership | (1,945 | ) | (321 | ) | (3,850 | ) | (3,011 | ) | |||||||
NET INCOME ATTRIBUTABLE TO KILROY REALTY CORPORATION | 104,759 | 18,982 | 205,446 | 149,367 | |||||||||||
PREFERRED DIVIDENDS | (3,313 | ) | (3,313 | ) | (9,938 | ) | (9,938 | ) | |||||||
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | $ | 101,446 | $ | 15,669 | $ | 195,508 | $ | 139,429 | |||||||
Income from continuing operations available to common stockholders per common share – basic (Note 13) | $ | 1.10 | $ | 0.11 | $ | 2.18 | $ | 0.34 | |||||||
Income from continuing operations available to common stockholders per common share – diluted (Note 13) | $ | 1.09 | $ | 0.11 | $ | 2.17 | $ | 0.33 | |||||||
Net income available to common stockholders per share – basic (Note 13) | $ | 1.10 | $ | 0.18 | $ | 2.18 | $ | 1.67 | |||||||
Net income available to common stockholders per share – diluted (Note 13) | $ | 1.09 | $ | 0.18 | $ | 2.17 | $ | 1.63 | |||||||
Weighted average common shares outstanding – basic (Note 13) | 92,150,341 | 83,161,323 | 89,077,012 | 82,525,033 | |||||||||||
Weighted average common shares outstanding – diluted (Note 13) | 92,639,065 | 85,110,456 | 89,593,261 | 84,622,622 | |||||||||||
Dividends declared per common share | $ | 0.35 | $ | 0.35 | $ | 1.05 | $ | 1.05 |
Common Stock | Total Stock- holders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||
Preferred Stock | Number of Shares | Common Stock | Additional Paid-in Capital | Distributions in Excess of Earnings | ||||||||||||||||||||||||||
BALANCE AS OF DECEMBER 31, 2013 | $ | 192,411 | 82,153,944 | $ | 822 | $ | 2,478,975 | $ | (210,896 | ) | $ | 2,461,312 | $ | 54,848 | $ | 2,516,160 | ||||||||||||||
Net income | 149,367 | 149,367 | 3,011 | 152,378 | ||||||||||||||||||||||||||
Issuance of common stock | 370,700 | 4 | 22,132 | 22,136 | 22,136 | |||||||||||||||||||||||||
Issuance of share-based compensation awards | 1,281 | 1,281 | 1,281 | |||||||||||||||||||||||||||
Noncash amortization of share-based compensation | 10,345 | 10,345 | 10,345 | |||||||||||||||||||||||||||
Exercise of stock options | 482,000 | 4 | 20,533 | 20,537 | 20,537 | |||||||||||||||||||||||||
Repurchase of common stock, stock options and restricted stock units | (48,017 | ) | (2,861 | ) | (2,861 | ) | (2,861 | ) | ||||||||||||||||||||||
Settlement of restricted stock units for shares of common stock | 108,529 | — | — | — | ||||||||||||||||||||||||||
Common shares issued in connection with early exchange of 4.25% Exchangeable Notes | 431,270 | 4 | 219 | 223 | 223 | |||||||||||||||||||||||||
Common shares received in connection with capped call option transactions | (111,206 | ) | — | — | ||||||||||||||||||||||||||
Exchange of common units of the Operating Partnership | 1,000 | 28 | 28 | (28 | ) | — | ||||||||||||||||||||||||
Adjustment for noncontrolling interest | (370 | ) | (370 | ) | 370 | — | ||||||||||||||||||||||||
Contribution by noncontrolling interest in consolidated subsidiary | 336 | 336 | ||||||||||||||||||||||||||||
Preferred dividends | (9,938 | ) | (9,938 | ) | (9,938 | ) | ||||||||||||||||||||||||
Dividends declared per common share and common unit ($1.05 per share/unit) | (88,332 | ) | (88,332 | ) | (1,896 | ) | (90,228 | ) | ||||||||||||||||||||||
BALANCE AS OF SEPTEMBER 30, 2014 | $ | 192,411 | 83,388,220 | $ | 834 | $ | 2,530,282 | $ | (159,799 | ) | $ | 2,563,728 | $ | 56,641 | $ | 2,620,369 | ||||||||||||||
Common Stock | Total Stock- holders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||
Preferred Stock | Number of Shares | Common Stock | Additional Paid-in Capital | Distributions in Excess of Earnings | ||||||||||||||||||||||||||
BALANCE AS OF DECEMBER 31, 2014 | $ | 192,411 | 86,259,684 | $ | 863 | $ | 2,635,900 | $ | (162,964 | ) | $ | 2,666,210 | $ | 57,726 | $ | 2,723,936 | ||||||||||||||
Net income | 205,446 | 205,446 | 3,850 | 209,296 | ||||||||||||||||||||||||||
Issuance of common stock (Note 8) | 5,640,033 | 56 | 387,453 | 387,509 | 387,509 | |||||||||||||||||||||||||
Issuance of share-based compensation awards | 1,268 | 1,268 | 1,268 | |||||||||||||||||||||||||||
Noncash amortization of share-based compensation | 13,621 | 13,621 | 13,621 | |||||||||||||||||||||||||||
Exercise of stock options (Note 10) | 265,000 | 3 | 11,289 | 11,292 | 11,292 | |||||||||||||||||||||||||
Repurchase of common stock, stock options and restricted stock units | (39,317 | ) | (3,121 | ) | (3,121 | ) | (3,121 | ) | ||||||||||||||||||||||
Settlement of restricted stock units for shares of common stock | 78,937 | — | — | — | ||||||||||||||||||||||||||
Exchange of common units of the Operating Partnership | 16,030 | 467 | 467 | (467 | ) | — | ||||||||||||||||||||||||
Adjustment for noncontrolling interest | (4,547 | ) | (4,547 | ) | 4,547 | — | ||||||||||||||||||||||||
Contribution by noncontrolling interest in consolidated subsidiary | 474 | 474 | ||||||||||||||||||||||||||||
Preferred dividends | (9,938 | ) | (9,938 | ) | (9,938 | ) | ||||||||||||||||||||||||
Dividends declared per common share and common unit ($1.05 per share/unit) | (95,394 | ) | (95,394 | ) | (1,881 | ) | (97,275 | ) | ||||||||||||||||||||||
BALANCE AS OF SEPTEMBER 30, 2015 | $ | 192,411 | 92,220,367 | $ | 922 | $ | 3,042,330 | $ | (62,850 | ) | $ | 3,172,813 | $ | 64,249 | $ | 3,237,062 |
Nine Months Ended September 30, | |||||||
2015 | 2014 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income | $ | 209,296 | $ | 152,378 | |||
Adjustments to reconcile net income to net cash provided by operating activities (including discontinued operations): | |||||||
Depreciation and amortization of building and improvements and leasing costs | 150,531 | 148,878 | |||||
Increase in provision for bad debts | 289 | 58 | |||||
Depreciation of furniture, fixtures and equipment | 2,036 | 1,731 | |||||
Noncash amortization of share-based compensation awards | 11,272 | 8,817 | |||||
Noncash amortization of deferred financing costs and debt discounts and premiums | 1,412 | 3,563 | |||||
Noncash amortization of net below market rents (Note 4) | (6,769 | ) | (6,216 | ) | |||
Gain on sale of land (Note 3) | (17,268 | ) | (3,490 | ) | |||
Gains on sales of depreciable operating properties (Note 3) | (109,950 | ) | — | ||||
Gains on dispositions of discontinued operations (Note 1) | — | (110,391 | ) | ||||
Noncash amortization of deferred revenue related to tenant-funded tenant improvements | (9,957 | ) | (7,695 | ) | |||
Straight-line rents | (35,530 | ) | (15,245 | ) | |||
Net change in other operating assets | (9,356 | ) | (795 | ) | |||
Net change in other operating liabilities | 16,606 | 25,671 | |||||
Net cash provided by operating activities | 202,612 | 197,264 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Expenditures for development and redevelopment properties and undeveloped land | (311,916 | ) | (292,803 | ) | |||
Expenditures for acquisition of development properties (Note 2) | (130,609 | ) | (97,727 | ) | |||
Expenditures for operating properties | (71,756 | ) | (93,977 | ) | |||
Expenditures for acquisition of operating properties | — | (106,125 | ) | ||||
Net proceeds received from dispositions of land and operating properties (Note 3) | 319,639 | 368,381 | |||||
Decrease in acquisition-related deposits | 3,200 | 1,000 | |||||
Issuance of note receivable | (3,000 | ) | — | ||||
Decrease in restricted cash (Note 1) | 57,776 | 32,293 | |||||
Net cash used in investing activities | (136,666 | ) | (188,958 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Net proceeds from issuance of common stock (Note 8) | 387,509 | 22,136 | |||||
Borrowings on unsecured revolving credit facility | 250,000 | 365,000 | |||||
Repayments on unsecured revolving credit facility | (390,000 | ) | (410,000 | ) | |||
Principal payments on secured debt (Note 6) | (67,335 | ) | (7,315 | ) | |||
Net proceeds from the issuance of unsecured debt (Note 6) | 397,776 | 395,528 | |||||
Repayments of unsecured debt | — | (83,000 | ) | ||||
Repayments for early redemption of exchangeable senior notes | — | (37,092 | ) | ||||
Financing costs | (4,534 | ) | (8,043 | ) | |||
Repurchase of common stock and restricted stock units | (3,121 | ) | (2,861 | ) | |||
Proceeds from exercise of stock options (Note 10) | 11,292 | 20,537 | |||||
Contributions from noncontrolling interests in consolidated subsidiary | 474 | 336 | |||||
Dividends and distributions paid to common stockholders and common unitholders | (93,910 | ) | (88,540 | ) | |||
Dividends and distributions paid to preferred stockholders and preferred unitholders | (9,938 | ) | (9,938 | ) | |||
Net cash provided by financing activities | 478,213 | 156,748 | |||||
Net increase in cash and cash equivalents | 544,159 | 165,054 | |||||
Cash and cash equivalents, beginning of period | 23,781 | 35,377 | |||||
Cash and cash equivalents, end of period | $ | 567,940 | $ | 200,431 |
Nine Months Ended September 30, | |||||||
2015 | 2014 | ||||||
SUPPLEMENTAL CASH FLOWS INFORMATION: | |||||||
Cash paid for interest, net of capitalized interest of $37,010 and $33,533 as of September 30, 2015 and 2014, respectively | $ | 45,678 | $ | 42,633 | |||
NONCASH INVESTING TRANSACTIONS: | |||||||
Accrual for expenditures for operating properties and development and redevelopment properties | $ | 89,009 | $ | 92,693 | |||
Tenant improvements funded directly by tenants | $ | 12,944 | $ | 23,069 | |||
Assumption of other liabilities in connection with development acquisitions | $ | 5,070 | $ | 2,300 | |||
Release of holdback funds to third party | $ | 9,279 | $ | — | |||
NONCASH FINANCING TRANSACTIONS: | |||||||
Accrual of dividends and distributions payable to common stockholders and common unitholders | $ | 33,353 | $ | 30,258 | |||
Accrual of dividends and distributions payable to preferred stockholders and preferred unitholders | $ | 1,656 | $ | 1,656 | |||
Exchange of common units of the Operating Partnership into shares of the Company’s common stock | $ | 467 | $ | 28 |
September 30, 2015 | December 31, 2014 | ||||||
ASSETS | (unaudited) | ||||||
REAL ESTATE ASSETS: | |||||||
Land and improvements | $ | 850,280 | $ | 877,633 | |||
Buildings and improvements | 4,028,044 | 4,059,639 | |||||
Undeveloped land and construction in progress (Note 2) | 1,475,718 | 1,120,660 | |||||
Total real estate assets held for investment | 6,354,042 | 6,057,932 | |||||
Accumulated depreciation and amortization | (999,557 | ) | (947,664 | ) | |||
Total real estate assets held for investment, net ($176,947 and $211,755 of VIE, respectively, Note 1) | 5,354,485 | 5,110,268 | |||||
REAL ESTATE ASSETS AND OTHER ASSETS HELD FOR SALE, NET | — | 8,211 | |||||
CASH AND CASH EQUIVALENTS | 567,940 | 23,781 | |||||
RESTRICTED CASH (Note 1) | 8,130 | 75,185 | |||||
MARKETABLE SECURITIES (Note 12) | 12,638 | 11,971 | |||||
CURRENT RECEIVABLES, NET (Note 5) | 11,533 | 7,229 | |||||
DEFERRED RENT RECEIVABLES, NET (Note 5) | 183,352 | 156,416 | |||||
DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET (Note 4) | 173,457 | 201,926 | |||||
DEFERRED FINANCING COSTS, NET | 18,709 | 18,374 | |||||
PREPAID EXPENSES AND OTHER ASSETS, NET | 23,148 | 20,375 | |||||
TOTAL ASSETS | $ | 6,353,392 | $ | 5,633,736 | |||
LIABILITIES AND CAPITAL | |||||||
LIABILITIES: | |||||||
Secured debt (Notes 6 and 12) | $ | 475,923 | $ | 546,292 | |||
Unsecured debt, net (Notes 6 and 12) | 2,181,382 | 1,783,121 | |||||
Unsecured line of credit (Notes 6 and 12) | — | 140,000 | |||||
Accounts payable, accrued expenses and other liabilities | 249,980 | 225,830 | |||||
Accrued distributions (Note 15) | 34,993 | 32,899 | |||||
Deferred revenue and acquisition-related intangible liabilities, net (Note 4) | 127,473 | 132,239 | |||||
Rents received in advance and tenant security deposits | 46,579 | 49,363 | |||||
Liabilities of real estate assets held for sale | — | 56 | |||||
Total liabilities | 3,116,330 | 2,909,800 | |||||
COMMITMENTS AND CONTINGENCIES (Note 11) | |||||||
CAPITAL: | |||||||
Partners’ Capital (Note 9): | |||||||
6.875% Series G Cumulative Redeemable Preferred units, 4,000,000 units issued and outstanding ($100,000 liquidation preference) | 96,155 | 96,155 | |||||
6.375% Series H Cumulative Redeemable Preferred units, 4,000,000 units issued and outstanding ($100,000 liquidation preference) | 96,256 | 96,256 | |||||
Common units, 92,220,367 and 86,259,684 held by the general partner and 1,788,170 and 1,804,200 held by common limited partners issued and outstanding, respectively | 3,034,341 | 2,521,900 | |||||
Total partners’ capital | 3,226,752 | 2,714,311 | |||||
Noncontrolling interests in consolidated subsidiaries (Note 1) | 10,310 | 9,625 | |||||
Total capital | 3,237,062 | 2,723,936 | |||||
TOTAL LIABILITIES AND CAPITAL | $ | 6,353,392 | $ | 5,633,736 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
REVENUES | |||||||||||||||
Rental income | $ | 129,510 | $ | 115,221 | $ | 391,892 | $ | 338,911 | |||||||
Tenant reimbursements | 11,681 | 11,346 | 40,280 | 33,399 | |||||||||||
Other property income | 362 | 2,457 | 1,690 | 7,650 | |||||||||||
Total revenues | 141,553 | 129,024 | 433,862 | 379,960 | |||||||||||
EXPENSES | |||||||||||||||
Property expenses | 26,684 | 25,801 | 78,264 | 75,448 | |||||||||||
Real estate taxes | 12,087 | 11,008 | 37,232 | 32,728 | |||||||||||
Provision for bad debts | — | 58 | 289 | 58 | |||||||||||
Ground leases | 862 | 771 | 2,451 | 2,306 | |||||||||||
General and administrative expenses | 10,799 | 11,138 | 36,200 | 33,806 | |||||||||||
Acquisition-related expenses | 4 | 431 | 397 | 1,268 | |||||||||||
Depreciation and amortization | 49,422 | 50,032 | 152,567 | 148,647 | |||||||||||
Total expenses | 99,858 | 99,239 | 307,400 | 294,261 | |||||||||||
OTHER (EXPENSES) INCOME | |||||||||||||||
Interest income and other net investment (loss) gain (Note 12) | (694 | ) | (9 | ) | 177 | 587 | |||||||||
Interest expense (Note 6) | (12,819 | ) | (16,608 | ) | (44,561 | ) | (49,880 | ) | |||||||
Total other (expenses) income | (13,513 | ) | (16,617 | ) | (44,384 | ) | (49,293 | ) | |||||||
INCOME FROM CONTINUING OPERATIONS BEFORE GAINS ON SALES OF REAL ESTATE | 28,182 | 13,168 | 82,078 | 36,406 | |||||||||||
Gain on sale of land (Note 3) | — | — | 17,268 | 3,490 | |||||||||||
Gains on sales of depreciable operating properties (Note 3) | 78,522 | — | 109,950 | — | |||||||||||
INCOME FROM CONTINUING OPERATIONS | 106,704 | 13,168 | 209,296 | 39,896 | |||||||||||
DISCONTINUED OPERATIONS (Note 1) | |||||||||||||||
Income from discontinued operations | — | 548 | — | 2,091 | |||||||||||
Gains on dispositions of discontinued operations | — | 5,587 | — | 110,391 | |||||||||||
Total income from discontinued operations | — | 6,135 | — | 112,482 | |||||||||||
NET INCOME | 106,704 | 19,303 | 209,296 | 152,378 | |||||||||||
Net income attributable to noncontrolling interests in consolidated subsidiaries | (64 | ) | (59 | ) | (211 | ) | (201 | ) | |||||||
NET INCOME ATTRIBUTABLE TO KILROY REALTY, L.P. | 106,640 | 19,244 | 209,085 | 152,177 | |||||||||||
PREFERRED DISTRIBUTIONS | (3,313 | ) | (3,313 | ) | (9,938 | ) | (9,938 | ) | |||||||
NET INCOME AVAILABLE TO COMMON UNITHOLDERS | $ | 103,327 | $ | 15,931 | $ | 199,147 | $ | 142,239 | |||||||
Income from continuing operations available to common unitholders per unit – basic (Note 14) | $ | 1.10 | $ | 0.11 | $ | 2.18 | $ | 0.34 | |||||||
Income from continuing operations available to common unitholders per unit – diluted (Note 14) | $ | 1.09 | $ | 0.11 | $ | 2.17 | $ | 0.33 | |||||||
Net income available to common unitholders per unit – basic (Note 14) | $ | 1.10 | $ | 0.18 | $ | 2.18 | $ | 1.67 | |||||||
Net income available to common unitholders per unit – diluted (Note 14) | $ | 1.09 | $ | 0.18 | $ | 2.17 | $ | 1.63 | |||||||
Weighted average common units outstanding – basic (Note 14) | 93,938,783 | 84,965,523 | 90,869,696 | 84,329,317 | |||||||||||
Weighted average common units outstanding – diluted (Note 14) | 94,427,507 | 86,914,656 | 91,385,945 | 86,426,906 | |||||||||||
Dividends declared per common unit | $ | 0.35 | $ | 0.35 | $ | 1.05 | $ | 1.05 |
Partners’ Capital | Total Partners’ Capital | Noncontrolling Interests in Consolidated Subsidiaries | ||||||||||||||||||||
Preferred Units | Number of Common Units | Common Units | Total Capital | |||||||||||||||||||
BALANCE AS OF DECEMBER 31, 2013 | $ | 192,411 | 83,959,144 | $ | 2,315,361 | $ | 2,507,772 | $ | 8,388 | $ | 2,516,160 | |||||||||||
Net income | 152,177 | 152,177 | 201 | 152,378 | ||||||||||||||||||
Issuance of common units | 370,700 | 22,136 | 22,136 | 22,136 | ||||||||||||||||||
Issuance of share-based compensation awards | 1,281 | 1,281 | 1,281 | |||||||||||||||||||
Noncash amortization of share-based compensation | 10,345 | 10,345 | 10,345 | |||||||||||||||||||
Exercise of stock options | 482,000 | 20,537 | 20,537 | 20,537 | ||||||||||||||||||
Repurchase of common units, stock options and restricted stock units | (48,017 | ) | (2,861 | ) | (2,861 | ) | (2,861 | ) | ||||||||||||||
Settlement of restricted stock units | 108,529 | — | — | — | ||||||||||||||||||
Common units issued in connection with early exchange of 4.25% Exchangeable Senior Notes | 431,270 | 223 | 223 | 223 | ||||||||||||||||||
Common units received in connection with capped call option transactions | (111,206 | ) | — | |||||||||||||||||||
Contribution by noncontrolling interest in consolidated subsidiary | 336 | 336 | ||||||||||||||||||||
Preferred distributions | (9,938 | ) | (9,938 | ) | (9,938 | ) | ||||||||||||||||
Distributions declared per common unit ($1.05 per unit) | (90,228 | ) | (90,228 | ) | (90,228 | ) | ||||||||||||||||
BALANCE AS OF SEPTEMBER 30, 2014 | $ | 192,411 | 85,192,420 | $ | 2,419,033 | $ | 2,611,444 | $ | 8,925 | $ | 2,620,369 | |||||||||||
Partners’ Capital | Total Partners’ Capital | Noncontrolling Interests in Consolidated Subsidiaries | ||||||||||||||||||||
Preferred Units | Number of Common Units | Common Units | Total Capital | |||||||||||||||||||
BALANCE AS OF DECEMBER 31, 2014 | $ | 192,411 | 88,063,884 | $ | 2,521,900 | $ | 2,714,311 | $ | 9,625 | $ | 2,723,936 | |||||||||||
Net income | 209,085 | 209,085 | 211 | 209,296 | ||||||||||||||||||
Issuance of common units (Note 9) | 5,640,033 | 387,509 | 387,509 | 387,509 | ||||||||||||||||||
Issuance of share-based compensation awards | 1,268 | 1,268 | 1,268 | |||||||||||||||||||
Noncash amortization of share-based compensation | 13,621 | 13,621 | 13,621 | |||||||||||||||||||
Exercise of stock options (Note 10) | 265,000 | 11,292 | 11,292 | 11,292 | ||||||||||||||||||
Repurchase of common units, stock options and restricted stock units | (39,317 | ) | (3,121 | ) | (3,121 | ) | (3,121 | ) | ||||||||||||||
Settlement of restricted stock units | 78,937 | — | — | — | ||||||||||||||||||
Contribution by noncontrolling interest in consolidated subsidiary | 474 | 474 | ||||||||||||||||||||
Preferred distributions | (9,938 | ) | (9,938 | ) | (9,938 | ) | ||||||||||||||||
Distributions declared per common unit ($1.05 per unit) | (97,275 | ) | (97,275 | ) | (97,275 | ) | ||||||||||||||||
BALANCE AS OF SEPTEMBER 30, 2015 | $ | 192,411 | 94,008,537 | $ | 3,034,341 | $ | 3,226,752 | $ | 10,310 | $ | 3,237,062 |
Nine Months Ended September 30, | |||||||
2015 | 2014 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income | $ | 209,296 | $ | 152,378 | |||
Adjustments to reconcile net income to net cash provided by operating activities (including discontinued operations): | |||||||
Depreciation and amortization of building and improvements and leasing costs | 150,531 | 148,878 | |||||
Increase in provision for bad debts | 289 | 58 | |||||
Depreciation of furniture, fixtures and equipment | 2,036 | 1,731 | |||||
Noncash amortization of share-based compensation awards | 11,272 | 8,817 | |||||
Noncash amortization of deferred financing costs and debt discounts and premiums | 1,412 | 3,563 | |||||
Noncash amortization of net below market rents (Note 4) | (6,769 | ) | (6,216 | ) | |||
Gain on sale of land (Note 3) | (17,268 | ) | (3,490 | ) | |||
Gains on sales of depreciable operating properties (Note 3) | (109,950 | ) | — | ||||
Gains on dispositions of discontinued operations (Note 1) | — | (110,391 | ) | ||||
Noncash amortization of deferred revenue related to tenant-funded tenant improvements | (9,957 | ) | (7,695 | ) | |||
Straight-line rents | (35,530 | ) | (15,245 | ) | |||
Net change in other operating assets | (9,356 | ) | (795 | ) | |||
Net change in other operating liabilities | 16,606 | 25,671 | |||||
Net cash provided by operating activities | 202,612 | 197,264 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Expenditures for development and redevelopment properties and undeveloped land | (311,916 | ) | (292,803 | ) | |||
Expenditures for acquisition of development properties (Note 2) | (130,609 | ) | (97,727 | ) | |||
Expenditures for operating properties | (71,756 | ) | (93,977 | ) | |||
Expenditures for acquisition of operating properties | — | (106,125 | ) | ||||
Net proceeds received from dispositions of land and operating properties (Note 3) | 319,639 | 368,381 | |||||
Decrease in acquisition-related deposits | 3,200 | 1,000 | |||||
Issuance of note receivable | (3,000 | ) | — | ||||
Decrease in restricted cash (Note 1) | 57,776 | 32,293 | |||||
Net cash used in investing activities | (136,666 | ) | (188,958 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Net proceeds from issuance of common stock (Note 8) | 387,509 | 22,136 | |||||
Borrowings on unsecured revolving credit facility | 250,000 | 365,000 | |||||
Repayments on unsecured revolving credit facility | (390,000 | ) | (410,000 | ) | |||
Principal payments on secured debt (Note 6) | (67,335 | ) | (7,315 | ) | |||
Net proceeds from the issuance of unsecured debt (Note 6) | 397,776 | 395,528 | |||||
Repayments of unsecured debt | — | (83,000 | ) | ||||
Repayments for early redemptions of exchangeable senior notes | — | (37,092 | ) | ||||
Financing costs | (4,534 | ) | (8,043 | ) | |||
Repurchase of common stock and restricted stock units | (3,121 | ) | (2,861 | ) | |||
Proceeds from exercise of stock options (Note 10) | 11,292 | 20,537 | |||||
Contributions from noncontrolling interests in consolidated subsidiary | 474 | 336 | |||||
Dividends and distributions paid to common unitholders | (93,910 | ) | (88,540 | ) | |||
Dividends and distributions paid to preferred unitholders | (9,938 | ) | (9,938 | ) | |||
Net cash provided by financing activities | 478,213 | 156,748 | |||||
Net increase in cash and cash equivalents | 544,159 | 165,054 | |||||
Cash and cash equivalents, beginning of period | 23,781 | 35,377 | |||||
Cash and cash equivalents, end of period | $ | 567,940 | $ | 200,431 |
Nine Months Ended September 30, | |||||||
2015 | 2014 | ||||||
SUPPLEMENTAL CASH FLOWS INFORMATION: | |||||||
Cash paid for interest, net of capitalized interest of $37,010 and $33,533 as of September 30, 2015 and 2014, respectively | $ | 45,678 | $ | 42,633 | |||
NONCASH INVESTING TRANSACTIONS: | |||||||
Accrual for expenditures for operating properties and development and redevelopment properties | $ | 89,009 | $ | 92,693 | |||
Tenant improvements funded directly by tenants | $ | 12,944 | $ | 23,069 | |||
Assumption of other liabilities in connection with development acquisitions | $ | 5,070 | $ | 2,300 | |||
Release of holdback funds to third party | $ | 9,279 | $ | — | |||
NONCASH FINANCING TRANSACTIONS: | |||||||
Accrual of dividends and distributions payable to common unitholders | $ | 33,353 | $ | 30,258 | |||
Accrual of dividends and distributions payable to preferred unitholders | $ | 1,656 | $ | 1,656 |
Number of Buildings | Rentable Square Feet | Number of Tenants | Percentage Occupied | ||||||||
Stabilized Office Properties | 101 | 13,050,947 | 509 | 95.6 | % |
Number of Properties/Projects | Estimated Rentable Square Feet | |||
Development projects in “lease-up” | 1 | 108,539 | ||
Development projects under construction (1) | 7 | 2,322,000 |
(1) | Estimated rentable square feet upon completion. |
Project | Date of Acquisition | City/Submarket | Type | Purchase Price (in millions) | ||||||
333 Dexter (1) | February 13, 2015 | South Lake Union, WA | Land | $ | 49.5 | |||||
100 Hooper (2) | July 7, 2015 | San Francisco, CA | Land | 78.0 | ||||||
Total Acquisitions | $ | 127.5 |
(1) | Acquisition comprised of four adjacent parcels in the South Lake Union submarket of Seattle, Washington located at 330 Dexter Avenue North, 333 Dexter Avenue North, 401 Dexter Avenue North, and 400 Aurora Avenue North. In connection with this acquisition, we also assumed $2.4 million in accrued liabilities and acquisition costs that are not included in the purchase price above. |
(2) | In connection with this acquisition, we assumed $4.1 million in accrued liabilities and acquisition costs that are not included in the purchase price above. The Company expects to develop and own two buildings on the site encompassing office and production design and repair space totaling approximately 400,000 square feet. |
Location | Property Type | Month of Disposition | Number of Buildings | Rentable Square Feet | |||||
15050 NE 36th Street, Redmond, WA | Office | April | 1 | 122,103 | |||||
San Diego Properties - Tranche 1 (1) | Office | April | 3 | 384,468 | |||||
San Diego Properties - Tranche 2 (2) | Office | July | 6 | 539,823 | |||||
Total Dispositions | 10 | 1,046,394 |
(1) | The San Diego Properties - Tranche 1 include the following: 10770 Wateridge Circle, 6200 Greenwich Drive, and 6220 Greenwich Drive. |
(2) | The San Diego Properties - Tranche 2 include the following: 6260 Sequence Drive, 6290 Sequence, Drive, 6310 Sequence Drive, 6340 Sequence Drive, 6350 Sequence Drive, and 4921 Directors Place. |
September 30, 2015 | December 31, 2014 | ||||||
(in thousands) | |||||||
Deferred Leasing Costs and Acquisition-Related Intangible Assets, net: | |||||||
Deferred leasing costs | $ | 201,605 | $ | 216,102 | |||
Accumulated amortization | (74,997 | ) | (74,904 | ) | |||
Deferred leasing costs, net | 126,608 | 141,198 | |||||
Above-market operating leases | 11,026 | 20,734 | |||||
Accumulated amortization | (6,380 | ) | (13,952 | ) | |||
Above-market operating leases, net | 4,646 | 6,782 | |||||
In-place leases | 74,071 | 97,250 | |||||
Accumulated amortization | (32,331 | ) | (43,773 | ) | |||
In-place leases, net | 41,740 | 53,477 | |||||
Below-market ground lease obligation | 490 | 490 | |||||
Accumulated amortization | (27 | ) | (21 | ) | |||
Below-market ground lease obligation, net | 463 | 469 | |||||
Total deferred leasing costs and acquisition-related intangible assets, net | $ | 173,457 | $ | 201,926 | |||
Acquisition-Related Intangible Liabilities, net: (1) | |||||||
Below-market operating leases | $ | 55,136 | $ | 68,051 | |||
Accumulated amortization | (26,632 | ) | (30,620 | ) | |||
Below-market operating leases, net | 28,504 | 37,431 | |||||
Above-market ground lease obligation | 6,320 | 6,320 | |||||
Accumulated amortization | (399 | ) | (324 | ) | |||
Above-market ground lease obligation, net | 5,921 | 5,996 | |||||
Total acquisition-related intangible liabilities, net | $ | 34,425 | $ | 43,427 |
(1) | Included in deferred revenue and acquisition-related intangible liabilities, net in the consolidated balance sheets. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
(in thousands) | |||||||||||||||
Deferred leasing costs (1) | $ | 6,932 | $ | 7,132 | $ | 20,847 | $ | 20,683 | |||||||
Above-market operating leases (2) | 487 | 1,305 | 2,135 | 4,230 | |||||||||||
In-place leases (1) | 3,073 | 5,169 | 11,710 | 17,090 | |||||||||||
Below-market ground lease obligation (3) | 2 | 2 | 6 | 6 | |||||||||||
Below-market operating leases (4) | (2,228 | ) | (2,940 | ) | (8,905 | ) | (10,054 | ) | |||||||
Above-market ground lease obligation (5) | (26 | ) | (26 | ) | (76 | ) | (76 | ) | |||||||
Total | $ | 8,240 | $ | 10,642 | $ | 25,717 | $ | 31,879 |
(1) | The amortization of deferred leasing costs related to lease incentives is recorded to rental income and other deferred leasing costs and in-place leases is recorded to depreciation and amortization expense in the consolidated statements of operations for the periods presented. |
(2) | The amortization of above-market operating leases is recorded as a decrease to rental income in the consolidated statements of operations for the periods presented. |
(3) | The amortization of the below-market ground lease obligation is recorded as an increase to ground lease expense in the consolidated statements of operations for the periods presented. |
(4) | The amortization of below-market operating leases is recorded as an increase to rental income in the consolidated statements of operations for the periods presented. |
(5) | The amortization of the above-market ground lease obligation is recorded as a decrease to ground lease expense in the consolidated statements of operations for the periods presented. |
Year | Deferred Leasing Costs | Above-Market Operating Leases (1) | In-Place Leases | Below-Market Ground Lease Obligation (2) | Below-Market Operating Leases (3) | Above-Market Ground Lease Obligation (4) | |||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Remaining 2015 | $ | 6,740 | $ | 399 | $ | 2,800 | $ | 2 | $ | (2,044 | ) | $ | (25 | ) | |||||||||
2016 | 25,662 | 1,499 | 10,449 | 8 | (7,638 | ) | (101 | ) | |||||||||||||||
2017 | 22,661 | 1,241 | 9,113 | 8 | (7,017 | ) | (101 | ) | |||||||||||||||
2018 | 19,023 | 831 | 6,373 | 8 | (5,735 | ) | (101 | ) | |||||||||||||||
2019 | 15,150 | 643 | 4,714 | 8 | (3,597 | ) | (101 | ) | |||||||||||||||
Thereafter | 37,372 | 33 | 8,291 | 429 | (2,473 | ) | (5,492 | ) | |||||||||||||||
Total | $ | 126,608 | $ | 4,646 | $ | 41,740 | $ | 463 | $ | (28,504 | ) | $ | (5,921 | ) |
(1) | Represents estimated annual amortization related to above-market operating leases. Amounts will be recorded as a decrease to rental income in the consolidated statements of operations. |
(2) | Represents estimated annual amortization related to below-market ground lease obligations. Amounts will be recorded as an increase to ground lease expense in the consolidated statements of operations. |
(3) | Represents estimated annual amortization related to below-market operating leases. Amounts will be recorded as an increase to rental income in the consolidated statements of operations. |
(4) | Represents estimated annual amortization related to above-market ground lease obligations. Amounts will be recorded as a decrease to ground lease expense in the consolidated statements of operations. |
September 30, 2015 | December 31, 2014 (1) | ||||||
(in thousands) | |||||||
Current receivables | $ | 13,372 | $ | 9,228 | |||
Allowance for uncollectible tenant receivables | (1,839 | ) | (1,999 | ) | |||
Current receivables, net | $ | 11,533 | $ | 7,229 |
(1) | Excludes current receivables, net related to properties held for sale as of December 31, 2014. |
September 30, 2015 | December 31, 2014 | ||||||
(in thousands) | |||||||
Deferred rent receivables | $ | 185,468 | $ | 158,405 | |||
Allowance for deferred rent receivables | (2,116 | ) | (1,989 | ) | |||
Deferred rent receivables, net | $ | 183,352 | $ | 156,416 |
Type of Debt | Annual Stated Interest Rate (1) | GAAP Effective Rate (1)(2) | Maturity Date | September 30, 2015 (3) | December 31, 2014 (3) | ||||||||
(in thousands) | |||||||||||||
Mortgage note payable | 4.27% | 4.27% | February 2018 | $ | 128,937 | $ | 130,767 | ||||||
Mortgage note payable (4) | 4.48% | 4.48% | July 2027 | 96,743 | 97,000 | ||||||||
Mortgage note payable (4) | 6.05% | 3.50% | June 2019 | 86,737 | 89,242 | ||||||||
Mortgage note payable | 6.51% | 6.51% | February 2017 | 65,841 | 66,647 | ||||||||
Mortgage note payable (4) (5) | 5.23% | 3.50% | January 2016 | 51,431 | 52,793 | ||||||||
Mortgage note payable (4) (5) | 5.57% | 3.25% | February 2016 | 39,188 | 40,258 | ||||||||
Mortgage note payable (6) | 5.09% | 3.50% | August 2015 | — | 34,311 | ||||||||
Mortgage note payable (6) | 4.94% | 4.00% | April 2015 | — | 26,285 | ||||||||
Mortgage note payable | 7.15% | 7.15% | May 2017 | 4,649 | 6,568 | ||||||||
Other | Various | Various | Various | 2,397 | 2,421 | ||||||||
Total | $ | 475,923 | $ | 546,292 |
(1) | All interest rates presented are fixed-rate interest rates. |
(2) | This represents the rate at which interest expense is recorded for financial reporting purposes, which reflects the amortization of discounts/premiums, excluding debt issuance costs. |
(3) | Amounts reported include the amounts of unamortized debt premiums of $7.2 million and $10.3 million as of September 30, 2015 and December 31, 2014, respectively. |
(4) | The secured debt and the related properties that secure the debt are held in a special purpose entity and the properties are not available to satisfy the debts and other obligations of the Company or the Operating Partnership. |
(5) | These mortgage notes payable were repaid in October 2015 at par. |
(6) | These mortgage notes payable were repaid during the nine months ended September 30, 2015 at par. |
Principal Amount as of | |||||||||||||||
Issuance date | Maturity date | Stated coupon rate | Effective interest rate (1) | September 30, 2015 | December 31, 2014 | ||||||||||
(in thousands) | |||||||||||||||
4.375% Unsecured Senior Notes (2) | September 2015 | October 2025 | 4.375% | 4.440% | $ | 400,000 | $ | — | |||||||
Unamortized discount | $ | (2,215 | ) | $ | — | ||||||||||
Net carrying amount | $ | 397,785 | $ | — | |||||||||||
4.250% Unsecured Senior Notes (3) | July 2014 | August 2029 | 4.250% | 4.350% | $ | 400,000 | $ | 400,000 | |||||||
Unamortized discount | (4,124 | ) | (4,348 | ) | |||||||||||
Net carrying amount | $ | 395,876 | $ | 395,652 | |||||||||||
3.800% Unsecured Senior Notes (4) | January 2013 | January 2023 | 3.800% | 3.804% | $ | 300,000 | $ | 300,000 | |||||||
Unamortized discount | (72 | ) | (79 | ) | |||||||||||
Net carrying amount | $ | 299,928 | $ | 299,921 | |||||||||||
4.800% Unsecured Senior Notes (4) (5) | July 2011 | July 2018 | 4.800% | 4.827% | $ | 325,000 | $ | 325,000 | |||||||
Unamortized discount | (209 | ) | (265 | ) | |||||||||||
Net carrying amount | $ | 324,791 | $ | 324,735 | |||||||||||
6.625% Unsecured Senior Notes (6) | May 2010 | June 2020 | 6.625% | 6.743% | $ | 250,000 | $ | 250,000 | |||||||
Unamortized discount | (994 | ) | (1,154 | ) | |||||||||||
Net carrying amount | $ | 249,006 | $ | 248,846 | |||||||||||
5.000% Unsecured Senior Notes (7) | November 2010 | November 2015 | 5.000% | 5.014% | $ | 325,000 | $ | 325,000 | |||||||
Unamortized discount | (4 | ) | (33 | ) | |||||||||||
Net carrying amount | $ | 324,996 | $ | 324,967 |
(1) | This represents the rate at which interest expense is recorded for financial reporting purposes, which reflects the amortization of initial issuance discounts, excluding debt issuance costs. |
(2) | Interest on these notes is payable semi-annually in arrears on April 1st and October 1st of each year. |
(3) | Interest on these notes is payable semi-annually in arrears on February 15th and August 15th of each year. |
(4) | Interest on these notes is payable semi-annually in arrears on January 15th and July 15th of each year. |
(5) | In October 2015, certain common limited partners in the Operating Partnership that previously contributed their interests in the property at 6255 W. Sunset Blvd., Los Angeles, California to the Operating Partnership entered into an agreement with the Company. Pursuant to this agreement, such common limited partners will reimburse the Company for a portion of any amounts the Company may be required to pay pursuant to its guarantee of the Operating Partnership’s 4.800% Senior Notes due 2018 or that the Company may otherwise become required to pay under applicable law with respect to such notes. |
(6) | Interest on these notes is payable semi-annually in arrears on June 1st and December 1st of each year. |
(7) | Interest on these notes is payable semi-annually in arrears on May 3rd and November 3rd of each year. |
September 30, 2015 | December 31, 2014 | ||||||
(in thousands) | |||||||
Outstanding borrowings | $ | — | $ | 140,000 | |||
Remaining borrowing capacity | 600,000 | 460,000 | |||||
Total borrowing capacity (1) | $ | 600,000 | $ | 600,000 | |||
Interest rate (2) | — | % | 1.41 | % | |||
Facility fee-annual rate (3) | 0.200 | % | 0.250 | % | |||
Maturity date | July 2019 |
(1) | We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $311.0 million under an accordion feature under the terms of the unsecured revolving credit facility and term loan facility. |
(2) | Our unsecured revolving credit facility interest rate was calculated based on an annual rate of LIBOR plus 1.050% and LIBOR plus 1.250% as of September 30, 2015 and December 31, 2014, respectively. |
(3) | Our facility fee is paid on a quarterly basis and is calculated based on the total borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs. As of September 30, 2015, $4.9 million of deferred financing costs remains to be amortized through the maturity date of our unsecured revolving credit facility. |
September 30, 2015 | December 31, 2014 | ||||||
(in thousands) | |||||||
Outstanding borrowings | $ | 150,000 | $ | 150,000 | |||
Interest rate (1) | 1.35 | % | 1.56 | % | |||
Maturity date | July 2019 |
(1) | Our unsecured term loan facility interest rate was calculated based on an annual rate of LIBOR plus 1.150% and LIBOR plus 1.400% as of September 30, 2015 and December 31, 2014, respectively. |
Year | (in thousands) | ||
Remaining 2015 | $ | 327,768 | |
2016 | 99,431 | ||
2017 | 71,748 | ||
2018 | 451,728 | ||
2019 | 265,370 | ||
Thereafter | 1,441,643 | ||
Total (1) | $ | 2,657,688 |
(1) | Includes gross principal balance of outstanding debt before impact of net unamortized discounts totaling approximately $0.4 million. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
(in thousands) | |||||||||||||||
Gross interest expense | $ | 27,386 | $ | 29,936 | $ | 82,322 | $ | 85,740 | |||||||
Capitalized interest and loan fees | (14,567 | ) | (13,328 | ) | (37,761 | ) | (35,860 | ) | |||||||
Interest expense | $ | 12,819 | $ | 16,608 | $ | 44,561 | $ | 49,880 |
Nine months ended September 30, 2015 | |||
(in millions, except share and per share data) | |||
Shares of common stock sold during the period | 1,866,267 | ||
Weighted average price per common share | $ | 75.06 | |
Aggregate gross proceeds | $ | 140.1 | |
Aggregate net proceeds after sales agent compensation | $ | 138.2 |
September 30, 2015 | December 31, 2014 | September 30, 2014 | ||||||
Company owned common units in the Operating Partnership | 92,220,367 | 86,259,684 | 83,388,220 | |||||
Company owned general partnership interest | 98.1 | % | 98.0 | % | 97.9 | % | ||
Noncontrolling common units of the Operating Partnership | 1,788,170 | 1,804,200 | 1,804,200 | |||||
Ownership interest of noncontrolling interest | 1.9 | % | 2.0 | % | 2.1 | % |
Fair Value Assumptions | |
Fair value per share at January 27, 2015 | $78.55 |
Expected share price volatility | 20.00% |
Risk-free interest rate | 0.92% |
Remaining expected life | 2.9 years |
Fair Value (Level 1) (1) | |||||||
September 30, 2015 | December 31, 2014 | ||||||
Description | (in thousands) | ||||||
Marketable securities (2) | $ | 12,638 | $ | 11,971 |
(1) | Based on quoted prices in active markets for identical securities. |
(2) | The marketable securities are held in a limited rabbi trust. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Description | (in thousands) | (in thousands) | |||||||||||||
Net (loss) gain on marketable securities | $ | (681 | ) | $ | (39 | ) | $ | (171 | ) | $ | 507 |
September 30, 2015 | December 31, 2014 | ||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||
(in thousands) | |||||||||||||||
Liabilities | |||||||||||||||
Secured debt (1) | $ | 475,923 | $ | 487,563 | $ | 546,292 | $ | 559,483 | |||||||
Unsecured debt, net (2) | 2,181,382 | 2,228,225 | 1,783,121 | 1,858,492 | |||||||||||
Unsecured line of credit (1) (3) | — | — | 140,000 | 145,051 |
(1) | Fair value calculated using Level II inputs, which are based on model-derived valuations in which significant inputs and significant value drivers are observable in active markets. |
(2) | Fair value calculated using Level I and Level II inputs. Level I inputs are based on quoted prices for identical instruments in active markets. The carrying value and fair value of the Level I instruments was $2.0 billion and $2.0 billion, respectively, as of September 30, 2015. The carrying value and fair value of the Level I instruments as of December 31, 2014, was $1.3 billion and $1.3 billion, respectively. The carrying value and fair value of the Level II instruments was $189.0 million and $189.0 million, respectively, as of September 30, 2015. The carrying value and fair value of the Level II instruments as of December 31, 2014, was $513.7 million and $536.3 million, respectively. |
(3) | There was no outstanding balance on the unsecured line of credit as of September 30, 2015. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
(in thousands, except share and per share amounts) | |||||||||||||||
Numerator: | |||||||||||||||
Income from continuing operations | $ | 106,704 | $ | 13,168 | $ | 209,296 | $ | 39,896 | |||||||
Income from continuing operations attributable to noncontrolling common units of the Operating Partnership | (1,945 | ) | (193 | ) | (3,850 | ) | (635 | ) | |||||||
Preferred dividends | (3,313 | ) | (3,313 | ) | (9,938 | ) | (9,938 | ) | |||||||
Allocation to participating securities (1) | (367 | ) | (432 | ) | (1,200 | ) | (1,285 | ) | |||||||
Numerator for basic and diluted income from continuing operations available to common stockholders | 101,079 | 9,230 | 194,308 | 28,038 | |||||||||||
Income from discontinued operations (2) | — | 6,135 | — | 112,482 | |||||||||||
Income from discontinued operations attributable to noncontrolling common units of the Operating Partnership (2) | — | (128 | ) | — | (2,376 | ) | |||||||||
Numerator for basic and diluted net income available to common stockholders | $ | 101,079 | $ | 15,237 | $ | 194,308 | $ | 138,144 | |||||||
Denominator: | |||||||||||||||
Basic weighted average vested shares outstanding | 92,150,341 | 83,161,323 | 89,077,012 | 82,525,033 | |||||||||||
Effect of dilutive securities | 488,724 | 1,949,133 | 516,249 | 2,097,589 | |||||||||||
Diluted weighted average vested shares and common share equivalents outstanding | 92,639,065 | 85,110,456 | 89,593,261 | 84,622,622 | |||||||||||
Basic earnings per share: | |||||||||||||||
Income from continuing operations available to common stockholders per share | $ | 1.10 | $ | 0.11 | $ | 2.18 | $ | 0.34 | |||||||
Income from discontinued operations per common share (2) | — | 0.07 | — | 1.33 | |||||||||||
Net income available to common stockholders per share | $ | 1.10 | $ | 0.18 | $ | 2.18 | $ | 1.67 | |||||||
Diluted earnings per share: | |||||||||||||||
Income from continuing operations available to common stockholders per share | $ | 1.09 | $ | 0.11 | $ | 2.17 | $ | 0.33 | |||||||
Income from discontinued operations per common share (2) | — | 0.07 | — | 1.30 | |||||||||||
Net income available to common stockholders per share | $ | 1.09 | $ | 0.18 | $ | 2.17 | $ | 1.63 |
(1) | Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs. |
(2) | The Company adopted ASU 2014-08 effective January 1, 2015 (see Note 1). As a result, properties classified as held for sale and/or disposed of subsequent to January 1, 2015 that do not represent a strategic shift are no longer presented as discontinued operations. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
(in thousands, except unit and per unit amounts) | |||||||||||||||
Numerator: | |||||||||||||||
Income from continuing operations | $ | 106,704 | $ | 13,168 | $ | 209,296 | $ | 39,896 | |||||||
Income from continuing operations attributable to noncontrolling interests in consolidated subsidiaries | (64 | ) | (59 | ) | (211 | ) | (188 | ) | |||||||
Preferred distributions | (3,313 | ) | (3,313 | ) | (9,938 | ) | (9,938 | ) | |||||||
Allocation to participating securities (1) | (367 | ) | (432 | ) | (1,200 | ) | (1,285 | ) | |||||||
Numerator for basic and diluted income from continuing operations available to common unitholders | 102,960 | 9,364 | 197,947 | 28,485 | |||||||||||
Income from discontinued operations (2) | — | 6,135 | — | 112,482 | |||||||||||
Income from discontinued operations attributable to noncontrolling common units of the Operating Partnership (2) | — | — | — | (13 | ) | ||||||||||
Numerator for basic and diluted net income available to common unitholders | $ | 102,960 | $ | 15,499 | $ | 197,947 | $ | 140,954 | |||||||
Denominator: | |||||||||||||||
Basic weighted average vested units outstanding | 93,938,783 | 84,965,523 | 90,869,696 | 84,329,317 | |||||||||||
Effect of dilutive securities | 488,724 | 1,949,133 | 516,249 | 2,097,589 | |||||||||||
Diluted weighted average vested units and common unit equivalents outstanding | 94,427,507 | 86,914,656 | 91,385,945 | 86,426,906 | |||||||||||
Basic earnings per unit: | |||||||||||||||
Income from continuing operations available to common unitholders per unit | $ | 1.10 | $ | 0.11 | $ | 2.18 | $ | 0.34 | |||||||
Income from discontinued operations per common unit (2) | — | 0.07 | — | 1.33 | |||||||||||
Net income available to common unitholders per unit | $ | 1.10 | $ | 0.18 | $ | 2.18 | $ | 1.67 | |||||||
Diluted earnings per unit: | |||||||||||||||
Income from continuing operations available to common unitholders per unit | $ | 1.09 | $ | 0.11 | $ | 2.17 | $ | 0.33 | |||||||
Income from discontinued operations per common unit (2) | — | 0.07 | — | 1.30 | |||||||||||
Net income available to common unitholders per unit | $ | 1.09 | $ | 0.18 | $ | 2.17 | $ | 1.63 |
(1) | Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs. |
(2) | The Company adopted ASU 2014-08 effective January 1, 2015 (see Note 1). As a result, properties classified as held for sale and/or disposed of subsequent to January 1, 2015 that do not represent a strategic shift are no longer presented as discontinued operations. |
• | Columbia Square Phase 1 - Historic, Hollywood, California, which we acquired in September 2012 and is located in the heart of Hollywood, California, two blocks from the corner of Sunset Boulevard and Vine Street. This project is comprised of two buildings totaling 108,539 rentable square feet with a total estimated investment of $80.0 million and the office space is fully leased to NeueHouse, a private workspace collective. The project was completed in the third quarter of 2015 and is expected to be stabilized in the fourth quarter of 2015. |
• | The Exchange on 16th, Mission Bay, San Francisco, California, was acquired in May 2014 and we commenced construction in June 2015. This project encompasses approximately 700,000 gross rentable square feet in four buildings and represents a total estimated investment of approximately $485 million. Construction is currently in process and is expected to be completed in the second half of 2017. This project is currently 0% pre-leased. |
• | 350 Mission Street, SOMA, San Francisco, California, which we acquired in October 2012. This development project, which is 100% pre-leased to salesforce.com, Inc., has a total estimated investment of approximately $285 million and will encompass approximately 450,000 rentable square feet upon completion. The building core and shell were completed in the third quarter of 2015, tenant improvements are in process, and the tenant is currently expected to take possession in phases throughout the first half of 2016. |
• | 333 Brannan Street, SOMA, San Francisco, California, which we acquired in July 2012. This development project is 100% pre-leased to Dropbox, has a total estimated investment of approximately $105 million and will encompass 185,000 |
• | Crossing/900, Redwood City, California, which we acquired in June 2013 with a local partner. This development project is 100% pre-leased to Box, Inc., has a total estimated investment of approximately $190 million and will encompass approximately 339,000 rentable square feet upon completion. Construction is expected to be completed and this project is expected to be stabilized during the fourth quarter of 2015. In October 2015, we completed and delivered the first of two buildings encompassing 226,000 rentable square feet to Box, Inc. |
• | Columbia Square Office Phase 2, Hollywood, California, which we acquired in September 2012. During 2013, we commenced development on this phase comprising approximately 370,000 rentable square feet with an estimated investment of $220 million. The project, which is currently 58% pre-leased, is expected to be completed in the first quarter of 2016, and the project is expected to be stabilized in the first quarter of 2017. |
• | The Heights at Del Mar, Del Mar, California, which we acquired in September 2013. The project is a 73,000 square foot office project and has a total estimated investment of approximately $45 million. Construction on this project is currently in process and is expected to be completed in the fourth quarter of 2015. |
Near-Term Development Pipeline (1) | Location | Potential Start Date (2) | Approx. Developable Square Feet | Total Estimated Investment | Total Costs as of 9/30/2015 (3) | |||||||||
100 Hooper (4) | San Francisco | 2016 | 400,000 | $ | 250 | $ | 84.0 | |||||||
Academy Project | Hollywood | 2016 | 500,000 | 300 | 58.3 | |||||||||
333 Dexter (5) | South Lake Union | 2016 | 700,000 | 375 | 56.0 | |||||||||
One Paseo | Del Mar | 2016 | TBD | TBD | 177.9 | |||||||||
Total Near-Term Development Pipeline | $ | 376.2 |
(1) | Project timing, costs, developable square feet and scope could change materially from estimated data provided due to one of more of the following: any significant changes in the economy, market conditions, our markets, tenant requirements and demands, construction costs, new office supply, regulatory and entitlement processes, and project design. |
(2) | Potential start dates assume successfully obtaining all entitlements and approvals necessary to commence construction. Actual commencement is subject to extensive consideration of market conditions and economic factors. 100 Hooper is fully-entitled with Proposition M allocation. |
(3) | Represents cash paid and costs incurred as of September 30, 2015. |
(4) | In July 2015, the Company closed on a fully-entitled 3.3 acre site for approximately $78.0 million in cash and approximately $4.1 million in accrued liabilities and acquisition costs in the south of market area of San Francisco. The Company will develop and own two buildings on the site totaling approximately 400,000 square feet consisting of office space and production, distribution and repair space. |
(5) | In February 2015, the Company closed on four adjacent parcels in the South Lake Union district for a total purchase price of $49.5 million in cash and approximately $2.4 million in transaction costs and accrued liabilities. |
1st & 2nd Generation (1) | 2nd Generation (1) | ||||||||||||||||||||||||||
Number of Leases (2) | Rentable Square Feet (2) | TI/LC per Sq. Ft. (3) | Changes in Rents (4)(5) | Changes in Cash Rents (6) | Retention Rates (7) | Weighted Average Lease Term (in months) | |||||||||||||||||||||
New | Renewal | New | Renewal | ||||||||||||||||||||||||
Three Months Ended September 30, 2015 | 25 | 14 | 252,216 | 134,126 | $ | 41.66 | 40.1 | % | 26.9 | % | 26.7 | % | 73 | ||||||||||||||
Nine Months Ended September 30, 2015 | 64 | 50 | 697,212 | 390,114 | 43.33 | 32.4 | % | 21.0 | % | 40.4 | % | 71 |
1st & 2nd Generation (1) | 2nd Generation (1) | |||||||||||||||||||||||
Number of Leases (2) | Rentable Square Feet (2) | TI/LC per Sq. Ft. (3) | Changes in Rents (4)(5) | Changes in Cash Rents (6) | Weighted Average Lease Term (in months) | |||||||||||||||||||
New | Renewal | New | Renewal | |||||||||||||||||||||
Three Months Ended September 30, 2015 | 21 | 14 | 250,900 | 134,126 | $ | 43.29 | 53.0 | % | 39.2 | % | 74 | |||||||||||||
Nine Months Ended September 30, 2015 | 61 | 50 | 640,248 | 394,763 | 42.12 | 36.3 | % | 25.4 | % | 68 |
(1) | First generation leasing includes space where we have made capital expenditures that result in additional revenue generated when the space is re-leased. Second generation leasing includes space where we have made capital expenditures to maintain the current market revenue stream. |
(2) | Represents leasing activity for leases that commenced or signed during the period, including first and second generation space, net of month-to-month leases. Excludes leasing on new construction. |
(3) | Tenant improvements and leasing commissions per square foot exclude tenant-funded tenant improvements. |
(4) | Calculated as the change between GAAP rents for new/renewed leases and the expiring GAAP rents for the same space. Excludes leases for which the space was vacant longer than one year or vacant when the property was acquired. |
(5) | Excludes commenced and executed leases of approximately 31,026 and 84,940 square feet, respectively, for the three months ended September 30, 2015 and 198,731 and 140,679 rentable square feet, respectively, for the nine months ended September 30, 2015, for which the space was vacant longer than one year or being leased for the first time. Space vacant for more than one year is excluded from our change in rents calculations to provide a meaningful market comparison. |
(6) | Calculated as the change between stated rents for new/renewed leases and the expiring stated rents for the same space. Excludes leases for which the space was vacant longer than one year or vacant when the property was acquired. |
(7) | Calculated as the percentage of space either renewed or expanded into by existing tenants or subtenants at lease expiration. |
(8) | For the three months ended September 30, 2015, 11 leases totaling 188,268 rentable square feet were signed but not commenced as of September 30, 2015. For the nine months ended September 30, 2015, 15 new leases totaling 236,987 rentable square feet were signed but not commenced as of September 30, 2015. |
Year of Lease Expiration | Number of Expiring Leases | Total Square Feet | % of Total Leased Sq. Ft. | Annualized Base Rent (2) | % of Total Annualized Base Rent (2) | Annualized Base Rent per Sq. Ft. (2) | ||||||||||||||
(in thousands) | ||||||||||||||||||||
Remainder of 2015 | 19 | 276,227 | 2.3 | % | $ | 8,016 | 1.8 | % | $ | 29.02 | ||||||||||
2016 | 92 | 786,793 | 6.5 | % | 24,647 | 5.3 | % | 31.33 | ||||||||||||
2017 | 108 | 1,786,634 | 14.6 | % | 62,059 | 13.4 | % | 34.74 | ||||||||||||
2018 | 75 | 1,355,837 | 11.1 | % | 54,481 | 11.8 | % | 40.18 | ||||||||||||
2019 | 84 | 1,502,427 | 12.3 | % | 54,718 | 11.8 | % | 36.42 | ||||||||||||
2020 | 87 | 1,867,302 | 15.3 | % | 68,886 | 14.9 | % | 36.89 | ||||||||||||
Total | 465 | 7,575,220 | 62.1 | % | $ | 272,807 | 59.0 | % | $ | 36.01 |
(1) | The information presented for all lease expiration activity reflects leasing activity through September 30, 2015 for our stabilized portfolio. For leases that have been renewed early or space that has been re-leased to a new tenant, the expiration date and annualized base rent information presented takes into consideration the renewed or re-leased lease terms. Excludes space leased under month-to-month leases, intercompany leases, vacant space and lease renewal options not executed as of September 30, 2015. |
(2) | Annualized base rent includes the impact of straight-lining rent escalations and the amortization of free rent periods and excludes the impact of the following: amortization of deferred revenue related tenant-funded tenant improvements, amortization of above/below market rents, amortization for lease incentives due under existing leases and expense reimbursement revenue. Additionally, the underlying leases contain various expense structures including full service gross, modified gross and triple net. Percentages represent percentage of total portfolio annualized contractual base rental revenue. For additional information on tenant improvement and leasing commission costs incurred by the Company for the current reporting period, please see further discussion under the caption “Information on Leases Commenced and Executed.” |
Number of Properties/Projects | Estimated Rentable Square Feet | |||
Development projects in “lease-up” | 1 | 108,539 | ||
Development projects under construction (1) | 7 | 2,322,000 |
(1) | Estimated rentable square feet upon completion. |
Number of Buildings | Rentable Square Feet | ||||
Total as of September 30, 2014 | 105 | 13,486,006 | |||
Acquisitions (1) | 4 | 266,982 | |||
Completed development projects added to stabilized portfolio | 2 | 340,913 | |||
Dispositions | (10 | ) | (1,046,394 | ) | |
Remeasurement | — | 3,440 | |||
Total as of September 30, 2015 | 101 | 13,050,947 |
(1) | Excludes redevelopment and development property acquisitions. |
Region | Number of Buildings | Rentable Square Feet | Occupancy at (1) | ||||||||||||
9/30/2015 | 6/30/2015 | 12/31/2014 | |||||||||||||
Los Angeles and Ventura Counties | 27 | 3,505,514 | 94.1 | % | 95.4 | % | 92.8 | % | |||||||
Orange County | 1 | 271,556 | 95.7 | % | 98.1 | % | 98.7 | % | |||||||
San Diego | 37 | 3,317,985 | 96.3 | % | 95.5 | % | 90.9 | % | |||||||
San Francisco Bay Area | 24 | 3,889,753 | 96.8 | % | 98.5 | % | 97.3 | % | |||||||
Greater Seattle | 12 | 2,066,139 | 94.7 | % | 97.0 | % | 98.1 | % | |||||||
Total Stabilized Portfolio | 101 | 13,050,947 | 95.6 | % | 96.7 | % | 94.4 | % |
Average Occupancy | |||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||
Stabilized Portfolio(1) | 95.8 | % | 94.0 | % | 95.9 | % | 93.2 | % | |||
Same Store Portfolio(2) | 95.2 | % | 94.8 | % | 95.5 | % | 94.8 | % |
(1) | Occupancy percentages reported are based on our stabilized office portfolio as of the end of the period presented, and excludes occupancy percentages of properties held for sale as of September 30, 2014. |
(2) | Occupancy percentages reported are based on office properties owned and stabilized as of January 1, 2014 and still owned and stabilized as of September 30, 2015. See discussion under “Results of Operations” for additional information. |
Tenant Name | Annualized Base Rental Revenue ($ in thousands) | Rentable Square Feet | Percentage of Total Annualized Base Rental Revenue | Percentage of Total Rentable Square Feet | ||||||||||
LinkedIn Corporation (1) | $ | 28,344 | 663,239 | 6.1 | % | 5.1 | % | |||||||
DIRECTV, LLC | 22,467 | 667,852 | 4.9 | % | 5.1 | % | ||||||||
Synopsys, Inc. | 15,492 | 340,913 | 3.3 | % | 2.6 | % | ||||||||
Bridgepoint Education, Inc. | 15,066 | 322,342 | 3.3 | % | 2.5 | % | ||||||||
Intuit, Inc. | 13,489 | 465,812 | 2.9 | % | 3.6 | % | ||||||||
Delta Dental of California | 10,313 | 188,143 | 2.2 | % | 1.4 | % | ||||||||
AMN Healthcare, Inc. | 9,001 | 176,075 | 1.9 | % | 1.3 | % | ||||||||
Concur Technologies | 6,562 | 183,279 | 1.4 | % | 1.4 | % | ||||||||
Scan Group (2) | 6,487 | 201,782 | 1.4 | % | 1.5 | % | ||||||||
Group Health Cooperative | 6,372 | 183,422 | 1.4 | % | 1.4 | % | ||||||||
Neurocrine Biosciences, Inc. | 6,366 | 140,591 | 1.4 | % | 1.1 | % | ||||||||
Institute for Systems Biology | 6,207 | 140,605 | 1.3 | % | 1.1 | % | ||||||||
Fish & Richardson, P.C. | 6,071 | 139,547 | 1.3 | % | 1.1 | % | ||||||||
Pac-12 Enterprises, LLC | 5,603 | 131,749 | 1.2 | % | 1.0 | % | ||||||||
AppDynamics, Inc. | 5,435 | 83,549 | 1.2 | % | 0.6 | % | ||||||||
Total Top Fifteen Tenants | $ | 163,275 | 4,028,900 | 35.2 | % | 30.8 | % |
(1) | In January 2015, Apple subleased 431,000 square feet of office space from LinkedIn for the remaining term of the lease (approximately twelve years). |
(2) | The Company has entered into leases with various affiliates of the tenant. |
• | Same Store Properties – which includes the results of all of the office properties that were owned and included in our stabilized portfolio for two comparable reporting periods, i.e., owned and included in our stabilized portfolio as of January 1, 2014 and still owned and included in the stabilized portfolio as of September 30, 2015; |
• | Stabilized Development and Redevelopment Properties – which includes the results generated by the following: |
◦ | One development project comprising three office buildings that was completed and stabilized in the third quarter of 2014; |
◦ | One development project consisting of two office buildings that was completed and stabilized in the fourth quarter of 2014; |
◦ | One redevelopment property that was stabilized in 2014 following its one year “lease-up” period; and |
• | Acquisition Properties – which includes the results, from the dates of acquisition through the periods presented, for the five office buildings we acquired during 2014; |
• | Disposition and Other Properties – which includes the results for both periods presented of the ten properties disposed of in 2015 and expenses for certain of our in-process, near-term and future development projects. |
Group | # of Buildings | Rentable Square Feet | ||||
Same Store Properties | 90 | 11,285,022 | ||||
Stabilized Development and Redevelopment Properties | 6 | 1,358,338 | ||||
Acquisition Properties | 5 | 407,587 | ||||
Total Stabilized Portfolio | 101 | 13,050,947 |
Three Months Ended September 30, | Dollar Change | Percentage Change | ||||||||||||
2015 | 2014 | |||||||||||||
($ in thousands) | ||||||||||||||
Reconciliation to Net Income: | ||||||||||||||
Net Operating Income, as defined | $ | 101,920 | $ | 91,386 | $ | 10,534 | 11.5 | % | ||||||
Unallocated (expense) income: | ||||||||||||||
General and administrative expenses | (10,799 | ) | (11,138 | ) | 339 | (3.0 | ) | |||||||
Acquisition-related expenses | (4 | ) | (431 | ) | 427 | (99.1 | ) | |||||||
Depreciation and amortization | (49,422 | ) | (50,032 | ) | 610 | (1.2 | ) | |||||||
Interest income and other net investment loss | (694 | ) | (9 | ) | (685 | ) | (7,611.1 | ) | ||||||
Interest expense | (12,819 | ) | (16,608 | ) | 3,789 | (22.8 | ) | |||||||
Gains on sales of depreciable operating properties | 78,522 | — | 78,522 | 100.0 | ||||||||||
Income from continuing operations | 106,704 | 13,168 | 93,536 | 710.3 | ||||||||||
Income from discontinued operations (1) | — | 6,135 | (6,135 | ) | (100.0 | ) | ||||||||
Net income | $ | 106,704 | $ | 19,303 | $ | 87,401 | 452.8 | % |
(1) | The Company adopted ASU 2014-08 effective January 1, 2015 (see Note 1 to our consolidated financial statements included in this report for additional information). As a result, results of operations for properties classified as held for sale and/or disposed of subsequent to January 1, 2015 are presented in continuing operations. Prior to January 1, 2015, properties classified as held for sale and/or disposed of are presented in discontinued operations. |
Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||||||||||||
Same Store | Stabilized Develop-ment & Redevel-opment | Acquisition Properties | 2015 Dispositi-ons & Other | Total | Same Store | Stabilized Develop-ment & Redevel-opment | Acquisition Properties | 2015 Dispositi-ons & Other | Total | ||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||||||||
Operating revenues: | |||||||||||||||||||||||||||||||||||||||
Rental income | $ | 107,438 | $ | 16,720 | $ | 3,907 | $ | 1,445 | $ | 129,510 | $ | 101,893 | $ | 6,489 | $ | 1,897 | $ | 4,942 | $ | 115,221 | |||||||||||||||||||
Tenant reimbursements | 8,346 | 2,198 | 767 | 370 | 11,681 | 10,101 | 364 | 111 | 770 | 11,346 | |||||||||||||||||||||||||||||
Other property income | 358 | — | — | 4 | 362 | 2,456 | 1 | — | — | 2,457 | |||||||||||||||||||||||||||||
Total | 116,142 | 18,918 | 4,674 | 1,819 | 141,553 | 114,450 | 6,854 | 2,008 | 5,712 | 129,024 | |||||||||||||||||||||||||||||
Property and related expenses: | |||||||||||||||||||||||||||||||||||||||
Property expenses | 24,733 | 1,443 | 287 | 221 | 26,684 | 24,000 | 842 | 54 | 905 | 25,801 | |||||||||||||||||||||||||||||
Real estate taxes | 9,093 | 2,191 | 333 | 470 | 12,087 | 9,530 | 708 | 44 | 726 | 11,008 | |||||||||||||||||||||||||||||
Provision for bad debts | — | — | — | — | — | (43 | ) | 96 | — | 5 | 58 | ||||||||||||||||||||||||||||
Ground leases | 862 | — | — | — | 862 | 771 | — | — | — | 771 | |||||||||||||||||||||||||||||
Total | 34,688 | 3,634 | 620 | 691 | 39,633 | 34,258 | 1,646 | 98 | 1,636 | 37,638 | |||||||||||||||||||||||||||||
Net Operating Income, as defined | $ | 81,454 | $ | 15,284 | $ | 4,054 | $ | 1,128 | $ | 101,920 | $ | 80,192 | $ | 5,208 | $ | 1,910 | $ | 4,076 | $ | 91,386 |
Three Months Ended September 30, 2015 as compared to the Three Months Ended September 30, 2014 | ||||||||||||||||||||||||||||||||||
Same Store | Stabilized Development & Redevelopment | Acquisition Properties | 2015 Dispositions & Other | Total | ||||||||||||||||||||||||||||||
Dollar Change | Percent Change | Dollar Change | Percent Change | Dollar Change | Percent Change | Dollar Change | Percent Change | Dollar Change | Percent Change | |||||||||||||||||||||||||
($ in thousands) | ||||||||||||||||||||||||||||||||||
Operating revenues: | ||||||||||||||||||||||||||||||||||
Rental income | $ | 5,545 | 5.4 | % | $ | 10,231 | 157.7 | % | $ | 2,010 | 106.0 | % | $ | (3,497 | ) | (70.8 | )% | $ | 14,289 | 12.4 | % | |||||||||||||
Tenant reimbursements | (1,755 | ) | (17.4 | ) | 1,834 | 503.8 | 656 | 591.0 | (400 | ) | (51.9 | ) | 335 | 3.0 | ||||||||||||||||||||
Other property income | (2,098 | ) | (85.4 | ) | (1 | ) | (100.0 | ) | — | — | 4 | 100.0 | (2,095 | ) | (85.3 | ) | ||||||||||||||||||
Total | 1,692 | 1.5 | 12,064 | 176.0 | 2,666 | 132.8 | (3,893 | ) | (68.2 | ) | 12,529 | 9.7 | ||||||||||||||||||||||
Property and related expenses: | ||||||||||||||||||||||||||||||||||
Property expenses | 733 | 3.1 | 601 | 71.4 | 233 | 431.5 | (684 | ) | (75.6 | ) | 883 | 3.4 | ||||||||||||||||||||||
Real estate taxes | (437 | ) | (4.6 | ) | 1,483 | 209.5 | 289 | 656.8 | (256 | ) | (35.3 | ) | 1,079 | 9.8 | ||||||||||||||||||||
Provision for bad debts | 43 | 100.0 | (96 | ) | (100.0 | ) | — | — | (5 | ) | (100.0 | ) | (58 | ) | (100.0 | ) | ||||||||||||||||||
Ground leases | 91 | 11.8 | — | — | — | — | — | — | 91 | 11.8 | ||||||||||||||||||||||||
Total | 430 | 1.3 | 1,988 | 120.8 | 522 | 532.7 | (945 | ) | (57.8 | ) | 1,995 | 5.3 | ||||||||||||||||||||||
Net Operating Income, as defined | $ | 1,262 | 1.6 | % | $ | 10,076 | 193.5 | % | $ | 2,144 | 112.3 | % | $ | (2,948 | ) | (72.3 | )% | $ | 10,534 | 11.5 | % |
• | An increase of $1.3 million attributable to the Same Store Properties primarily resulting from: |
• | An increase in rental income of $5.5 million primarily due to the following: |
◦ | $4.6 million increase due to new leases at higher rates and an increase in occupancy primarily in the San Francisco Bay Area, Los Angeles, and Greater Seattle regions; |
◦ | $0.5 million increase due to amortization of tenant funded tenant improvements revenue; and |
◦ | $0.4 million increase due to an increase in parking income resulting from increased occupancy at certain of our buildings; |
• | A partially offsetting decrease in tenant reimbursements of $1.8 million primarily due to a number of lease renewals with base year resets, abatements, and a one-time property tax refund of $0.5 million to the tenants at one of our properties as a result of a successful property tax appeal; |
• | A partially offsetting decrease in other property income of $2.1 million due to lease termination fees recognized mainly from one tenant during the three months ended September 30, 2014; and |
• | A partially offsetting increase in property and related expenses of $0.4 million primarily due to the following: |
◦ | $0.7 million increase in property expenses due to an increase in repairs and maintenance, engineering, janitorial, security, parking, and various other reimbursable expenses; partially offset by |
◦ | $0.4 million decrease in real estate taxes primarily due to a one-time property tax refund related to a successful assessment reduction at one of our properties, partially offset by higher annual property taxes at other properties; |
• | An increase of $10.1 million attributable to the Stabilized Development and Redevelopment Properties primarily attributable to the properties completed and/or stabilized in September and October of 2014; |
• | An increase of $2.1 million attributable to the Acquisition Properties; and |
• | A decrease of $2.9 million attributable to 2015 dispositions and other properties primarily resulting from the sale of six buildings during the three months ended September 30, 2015 and four buildings during the six months ended June 30, 2015. |
• | $0.8 million decrease in compensation costs reflecting a decrease in the accrued liability related to our Deferred Compensation Plan due to the decline in value of the funds in the Plan; |
• | $0.7 million increase in the proportion of compensation costs eligible for capitalization as a result of the Company's increase in construction and development activity; partially offset by |
• | $1.2 million increase in payroll and administrative costs due to increased headcount related to the growth of the Company. |
• | A decrease of $2.3 million attributable to the stabilized portfolio primarily related to certain in place lease intangibles becoming fully amortized during the first half of 2015; |
• | A decrease of $2.2 million attributable to sold properties; partially offset by |
• | An increase of $3.9 million attributable to the Stabilized Development and Redevelopment Properties and the Acquisition Properties. |
Three Months Ended September 30, | ||||||||||||||
2015 | 2014 | Dollar Change | Percentage Change | |||||||||||
(in thousands) | ||||||||||||||
Gross interest expense | $ | 27,386 | $ | 29,936 | $ | (2,550 | ) | (8.5 | )% | |||||
Capitalized interest and loan fees | (14,567 | ) | (13,328 | ) | (1,239 | ) | 9.3 | % | ||||||
Interest expense | $ | 12,819 | $ | 16,608 | $ | (3,789 | ) | (22.8 | )% |
Nine Months Ended September 30, | Dollar Change | Percentage Change | ||||||||||||
2015 | 2014 | |||||||||||||
($ in thousands) | ||||||||||||||
Reconciliation to Net Income: | ||||||||||||||
Net Operating Income, as defined | $ | 315,626 | $ | 269,420 | $ | 46,206 | 17.2 | % | ||||||
Unallocated (expense) income: | ||||||||||||||
General and administrative expenses | (36,200 | ) | (33,806 | ) | (2,394 | ) | 7.1 | |||||||
Acquisition-related expenses | (397 | ) | (1,268 | ) | 871 | (68.7 | ) | |||||||
Depreciation and amortization | (152,567 | ) | (148,647 | ) | (3,920 | ) | 2.6 | |||||||
Interest income and other net investment gain | 177 | 587 | (410 | ) | (69.8 | ) | ||||||||
Interest expense | (44,561 | ) | (49,880 | ) | 5,319 | (10.7 | ) | |||||||
Gain on sale of land | 17,268 | 3,490 | 13,778 | 394.8 | ||||||||||
Gains on sales of depreciable operating properties | 109,950 | — | 109,950 | 100.0 | ||||||||||
Income from continuing operations | 209,296 | 39,896 | 169,400 | 424.6 | ||||||||||
Income from discontinued operations (1) | — | 112,482 | (112,482 | ) | (100.0 | ) | ||||||||
Net income | $ | 209,296 | $ | 152,378 | $ | 56,918 | 37.4 | % |
(1) | The Company adopted ASU 2014-08 effective January 1, 2015 (see Note 1 to our consolidated financial statements included in this report for additional information). As a result, results of operations for properties classified as held for sale and/or disposed of subsequent to January 1, 2015 are presented in continuing operations. Prior to January 1, 2015, properties classified as held for sale and/or disposed of are presented in discontinued operations. |
Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||||||||||||
Same Store | Stabilized Develop-ment & Redevel-opment | Acquisition Properties | 2015 Dispositi-ons & Other | Total | Same Store | Stabilized Develop-ment & Redevel-opment | Acquisition Properties | 2015 Dispositi-ons & Other | Total | ||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||||||||
Operating revenues: | |||||||||||||||||||||||||||||||||||||||
Rental income | $ | 320,015 | $ | 49,972 | $ | 11,714 | $ | 10,191 | $ | 391,892 | $ | 304,158 | $ | 15,950 | $ | 4,201 | $ | 14,602 | $ | 338,911 | |||||||||||||||||||
Tenant reimbursements | 30,222 | 6,561 | 1,849 | 1,648 | 40,280 | 30,356 | 761 | 239 | 2,043 | 33,399 | |||||||||||||||||||||||||||||
Other property income | 1,683 | 1 | — | 6 | 1,690 | 7,475 | 2 | — | 173 | 7,650 | |||||||||||||||||||||||||||||
Total | 351,920 | 56,534 | 13,563 | 11,845 | 433,862 | 341,989 | 16,713 | 4,440 | 16,818 | 379,960 | |||||||||||||||||||||||||||||
Property and related expenses: | |||||||||||||||||||||||||||||||||||||||
Property expenses | 71,375 | 4,111 | 813 | 1,965 | 78,264 | 70,270 | 2,365 | 119 | 2,694 | 75,448 | |||||||||||||||||||||||||||||
Real estate taxes | 28,331 | 6,180 | 982 | 1,739 | 37,232 | 28,563 | 1,729 | 98 | 2,338 | 32,728 | |||||||||||||||||||||||||||||
Provision for bad debts | 440 | (98 | ) | — | (53 | ) | 289 | (46 | ) | 96 | — | 8 | 58 | ||||||||||||||||||||||||||
Ground leases | 2,451 | — | — | — | 2,451 | 2,306 | — | — | — | 2,306 | |||||||||||||||||||||||||||||
Total | 102,597 | 10,193 | 1,795 | 3,651 | 118,236 | 101,093 | 4,190 | 217 | 5,040 | 110,540 | |||||||||||||||||||||||||||||
Net Operating Income, as defined | $ | 249,323 | $ | 46,341 | $ | 11,768 | $ | 8,194 | $ | 315,626 | $ | 240,896 | $ | 12,523 | $ | 4,223 | $ | 11,778 | $ | 269,420 |
Nine Months Ended September 30, 2015 as compared to the Nine Months Ended September 30, 2014 | ||||||||||||||||||||||||||||||||||
Same Store | Stabilized Development & Redevelopment | Acquisition Properties | 2015 Dispositions & Other | Total | ||||||||||||||||||||||||||||||
Dollar Change | Percent Change | Dollar Change | Percent Change | Dollar Change | Percent Change | Dollar Change | Percent Change | Dollar Change | Percent Change | |||||||||||||||||||||||||
($ in thousands) | ||||||||||||||||||||||||||||||||||
Operating revenues: | ||||||||||||||||||||||||||||||||||
Rental income | $ | 15,857 | 5.2 | % | $ | 34,022 | 213.3 | % | $ | 7,513 | 178.8 | % | $ | (4,411 | ) | (30.2 | )% | $ | 52,981 | 15.6 | % | |||||||||||||
Tenant reimbursements | (134 | ) | (0.4 | ) | 5,800 | 762.2 | 1,610 | 673.6 | (395 | ) | (19.3 | ) | 6,881 | 20.6 | ||||||||||||||||||||
Other property income | (5,792 | ) | (77.5 | ) | (1 | ) | (50.0 | ) | — | — | (167 | ) | (96.5 | ) | (5,960 | ) | (77.9 | ) | ||||||||||||||||
Total | 9,931 | 2.9 | 39,821 | 238.3 | 9,123 | 205.5 | (4,973 | ) | (29.6 | ) | 53,902 | 14.2 | ||||||||||||||||||||||
Property and related expenses: | ||||||||||||||||||||||||||||||||||
Property expenses | 1,105 | 1.6 | 1,746 | 73.8 | % | 694 | 583.2 | (729 | ) | (27.1 | ) | 2,816 | 3.7 | |||||||||||||||||||||
Real estate taxes | (232 | ) | (0.8 | ) | 4,451 | 257.4 | 884 | 902.0 | (599 | ) | (25.6 | ) | 4,504 | 13.8 | ||||||||||||||||||||
Provision for bad debts | 486 | (1,056.5 | ) | (194 | ) | (202.1 | ) | — | — | (61 | ) | (762.5 | ) | 231 | 398.3 | |||||||||||||||||||
Ground leases | 145 | 6.3 | — | — | — | — | — | — | 145 | 6.3 | ||||||||||||||||||||||||
Total | 1,504 | 1.5 | 6,003 | 143.3 | 1,578 | 727.2 | (1,389 | ) | (27.6 | ) | 7,696 | 7.0 | ||||||||||||||||||||||
Net Operating Income, as defined | $ | 8,427 | 3.5 | % | $ | 33,818 | 270.0 | % | $ | 7,545 | 178.7 | % | $ | (3,584 | ) | (30.4 | )% | $ | 46,206 | 17.2 | % |
• | An increase of $8.4 million attributable to the Same Store Properties primarily resulting from: |
• | An increase in rental income of $15.9 million primarily due to the following: |
◦ | $13.8 million increase due to increased occupancy and new leases at higher rates across our portfolio; |
◦ | $0.9 million increase in parking income resulting from increased occupancy at certain of our buildings; and |
◦ | $0.8 million increase due to amortization of tenant funded improvements; |
• | A partially offsetting decrease in other property income of $5.8 million primarily due to $6.3 million of lease termination fees recognized during the nine months ended September 30, 2014 as compared to $0.2 million of lease termination fees recognized during the nine months ended September 30, 2015; |
• | A partially offsetting increase in property and related expenses of $1.5 million primarily resulting from: |
• | An increase of $1.1 million in property expenses primarily resulting from: |
◦ | $2.7 million increase in certain recurring operating costs related to security, parking, other contract services, repairs and maintenance, and various other reimbursable expenses; partially offset by |
◦ | $0.7 million decrease due to an insurance reimbursement received in 2015 and $1.0 million decrease due to non-recurring legal fees incurred in 2014; |
• | An increase of $0.5 million in provision for bad debts primarily related to one specific tenant; partially offset by |
• | A decrease of $0.2 million in real estate taxes primarily due to a one-time property tax refund related to a successful assessment reduction at one of our properties, partially offset by higher annual property taxes at other properties. |
• | An increase of $33.8 million attributable to the Stabilized Development and Redevelopment Properties; and |
• | An increase of $7.5 million attributable to the Acquisition Properties. |
• | A decrease of $3.6 million attributable to 2015 dispositions and other properties primarily resulting from the sale of ten buildings during the nine months ended September 30, 2015. |
• | $4.9 million increase in payroll and administrative costs due to increased headcount related to the growth of the Company; partially offset by |
• | $2.0 million increase in the proportion of compensation costs eligible for capitalization as a result of the Company's increase in construction and development activity; and |
• | $0.8 million decrease in compensation costs reflecting a decrease in the accrued liability related to our Deferred Compensation Plan due to the decline in value of the funds in the Plan. |
Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | Dollar Change | Percentage Change | |||||||||||
(in thousands) | ||||||||||||||
Gross interest expense | $ | 82,322 | $ | 85,740 | $ | (3,418 | ) | (4.0 | )% | |||||
Capitalized interest and loan fees | (37,761 | ) | (35,860 | ) | (1,901 | ) | 5.3 | % | ||||||
Interest expense | $ | 44,561 | $ | 49,880 | $ | (5,319 | ) | (10.7 | )% |
Shares/Units at September 30, 2015 | Aggregate Principal Amount or $ Value Equivalent | % of Total Market Capitalization | |||||||
($ in thousands) | |||||||||
Debt: | |||||||||
Unsecured Term Loan Facility (1) | $ | 150,000 | 1.7 | % | |||||
Unsecured Term Loan | 39,000 | 0.4 | % | ||||||
Unsecured Senior Notes due 2015 (2) (3) | 325,000 | 3.6 | % | ||||||
Unsecured Senior Notes due 2018 (2) | 325,000 | 3.6 | % | ||||||
Unsecured Senior Notes due 2020 (2) | 250,000 | 2.8 | % | ||||||
Unsecured Senior Notes due 2023 (2) | 300,000 | 3.3 | % | ||||||
Unsecured Senior Notes due 2025 (2) | 400,000 | 4.5 | % | ||||||
Unsecured Senior Notes due 2029 (2) | 400,000 | 4.5 | % | ||||||
Secured debt (2) (4) | 468,688 | 5.2 | % | ||||||
Total debt | $ | 2,657,688 | 29.6 | % | |||||
Equity and Noncontrolling Interests: | |||||||||
6.875% Series G Cumulative Redeemable Preferred stock (5) | 4,000,000 | $ | 100,000 | 1.1 | % | ||||
6.375% Series H Cumulative Redeemable Preferred stock (5) | 4,000,000 | 100,000 | 1.1 | % | |||||
Common limited partnership units outstanding (6)(7) | 1,788,170 | 116,517 | 1.3 | % | |||||
Common shares outstanding (7) | 92,220,367 | 6,009,079 | 66.9 | % | |||||
Total equity and noncontrolling interests | $ | 6,325,596 | 70.4 | % | |||||
Total Market Capitalization | $ | 8,983,284 | 100.0 | % |
(1) | There was no outstanding balance on the unsecured line of credit as of September 30, 2015. |
(2) | Represents gross aggregate principal amount due at maturity before the effect of net unamortized discounts as of September 30, 2015. The aggregate net unamortized discounts totaled approximately $0.4 million as of September 30, 2015. |
(3) | These notes will be repaid at maturity on November 3, 2015. |
(4) | In October 2015, re-paid at par, two secured mortgages totaling approximately $90.1 million. |
(5) | Value based on $25.00 per share liquidation preference. |
(6) | Represents common units not owned by the Company. |
(7) | Value based on closing price per share of our common stock of $65.16 as of September 30, 2015. |
• | Net cash flow from operations; |
• | Borrowings under the Operating Partnership’s unsecured revolving credit facility and term loan facility; |
• | Proceeds from additional secured or unsecured debt financings; |
• | Proceeds from public or private issuance of debt or equity securities; and |
• | Proceeds from the disposition of assets through our capital recycling program. |
• | Development and redevelopment costs; |
• | Property or undeveloped land acquisitions; |
• | Property operating and corporate expenses; |
• | Capital expenditures, tenant improvement and leasing costs; |
• | Debt service and principal payments, including debt maturities; |
• | Distributions to common and preferred security holders; and |
• | Outstanding debt repurchases. |
September 30, 2015 | December 31, 2014 | ||||||
(in thousands) | |||||||
Outstanding borrowings | $ | — | $ | 140,000 | |||
Remaining borrowing capacity | 600,000 | 460,000 | |||||
Total borrowing capacity (1) | $ | 600,000 | $ | 600,000 | |||
Interest rate (2) | — | % | 1.41 | % | |||
Facility fee-annual rate (3) | 0.200 | % | 0.250 | % | |||
Maturity date | July 2019 |
(1) | We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $311.0 million under an accordion feature under the terms of the unsecured revolving credit facility and unsecured term loan facility. |
(2) | Our unsecured revolving credit facility interest rate was calculated based on an annual rate of LIBOR plus 1.050% as of September 30, 2015 and LIBOR plus 1.250% as of December 31, 2014. |
(3) | Our facility fee is paid on a quarterly basis and is calculated based on the total borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs. As of September 30, 2015, $4.9 million of deferred financing costs remains to be amortized through the maturity date of our unsecured revolving credit facility. |
Nine months ended September 30, 2015 | |||
(in millions, except share and per share data) | |||
Shares of common stock sold during the nine month period | 1,866,267 | ||
Weighted average price per common share | $ | 75.06 | |
Aggregate gross proceeds | $ | 140.1 | |
Aggregate net proceeds after sales agent compensation | $ | 138.2 |
Aggregate Principal Amount Outstanding | |||
(in thousands) | |||
Unsecured Term Loan Facility | 150,000 | ||
Unsecured Term Loan | 39,000 | ||
Unsecured Senior Notes due 2015 (1) | 325,000 | ||
Unsecured Senior Notes due 2018 (1) | 325,000 | ||
Unsecured Senior Notes due 2020 (1) | 250,000 | ||
Unsecured Senior Notes due 2023 (1) | 300,000 | ||
Unsecured Senior Notes due 2025 (1) | 400,000 | ||
Unsecured Senior Notes due 2029 (1) | 400,000 | ||
Secured Debt (1) | 468,688 | ||
Total Unsecured and Secured Debt | $ | 2,657,688 |
(1) | Represents gross aggregate principal amount before the effect of the unamortized discounts and premiums as of September 30, 2015. The aggregate net unamortized discounts totaled approximately $0.4 million as of September 30, 2015. |
Percentage of Total Debt | Weighted Average Interest Rate | ||||||||||
September 30, 2015 | December 31, 2014 | September 30, 2015 | December 31, 2014 | ||||||||
Secured vs. unsecured (1): | |||||||||||
Unsecured | 82.4 | % | 78.3 | % | 4.4 | % | 4.2 | % | |||
Secured | 17.6 | % | 21.7 | % | 5.2 | % | 5.2 | % | |||
Variable-rate vs. fixed-rate (1): | |||||||||||
Variable-rate | 7.1 | % | 13.4 | % | 1.4 | % | 1.5 | % | |||
Fixed-rate | 92.9 | % | 86.6 | % | 4.8 | % | 4.9 | % | |||
Stated rate (1) | 4.6 | % | 4.4 | % | |||||||
GAAP effective rate (2) | 4.5 | % | 4.3 | % | |||||||
GAAP effective rate including debt issuance costs | 4.7 | % | 4.5 | % |
(1) | Excludes the impact of the amortization of any debt discounts/premiums. |
(2) | Includes the impact of the amortization of any debt discounts/premiums, excluding debt issuance costs. |
Payment Due by Period | |||||||||||||||||||
Less than 1 Year (Remainder of 2015) | 2-3 Years (2016-2017) | 4-5 Years (2018-2019) | More than 5 years (After 2019) | Total | |||||||||||||||
(in thousands) | |||||||||||||||||||
Principal payments: secured debt (1) | $ | 2,768 | $ | 171,179 | $ | 203,098 | $ | 91,643 | $ | 468,688 | |||||||||
Principal payments: unsecured debt (2) | 325,000 | — | 514,000 | 1,350,000 | 2,189,000 | ||||||||||||||
Interest payments: fixed-rate debt (3) | 26,012 | 190,201 | 148,962 | 334,784 | 699,959 | ||||||||||||||
Interest payments: variable-rate debt (4) | 643 | 5,103 | 3,817 | — | 9,563 | ||||||||||||||
Ground lease obligations (5) | 786 | 6,288 | 6,288 | 154,882 | 168,244 | ||||||||||||||
Lease and contractual commitments (6) | 58,845 | 11,401 | — | — | 70,246 | ||||||||||||||
Development commitments (7) | 147,000 | 249,000 | 15,000 | — | 411,000 | ||||||||||||||
Total | $ | 561,054 | $ | 633,172 | $ | 891,165 | $ | 1,931,309 | $ | 4,016,700 |
(1) | Represents gross aggregate principal amount before the effect of the unamortized premium of approximately $7.2 million as of September 30, 2015. |
(2) | Represents gross aggregate principal amount before the effect of the unamortized discount of approximately $7.6 million as of September 30, 2015. |
(3) | As of September 30, 2015, 92.9% of our debt was contractually fixed. The information in the table above reflects our projected interest rate obligations for these fixed-rate payments based on the contractual interest rates on an accrual basis and scheduled maturity dates. |
(4) | As of September 30, 2015, 7.1% of our debt bore interest at variable rates that was incurred under the unsecured term loan facility and unsecured term loan. The variable interest rate payments are based on LIBOR plus a spread of 1.150% as of September 30, 2015. The information in the table above reflects our projected interest rate obligations for these variable-rate payments based on outstanding principal balances as of September 30, 2015, the scheduled interest payment dates and the contractual maturity dates. |
(5) | Reflects minimum lease payments through the contractual lease expiration date before the impact of extension options. |
(6) | Amounts represent commitments under signed leases and contracts for operating properties, excluding tenant-funded tenant improvements. The timing of these expenditures may fluctuate. |
(7) | Amounts represent commitments under signed leases for pre-leased development projects and contractual commitments for projects under construction as of September 30, 2015. The timing of these expenditures may fluctuate based on the ultimate progress of construction. We may start additional construction during the remainder of 2015 (see “—Development Activities” for additional information). |
• | Decreases in our cash flows from operations, which could create further dependence on the unsecured revolving credit facility; |
• | An increase in the proportion of variable-rate debt, which could increase our sensitivity to interest rate fluctuations in the future; and |
• | A decrease in the value of our properties, which could have an adverse effect on the Operating Partnership’s ability to incur additional debt, refinance existing debt at competitive rates or comply with its existing debt obligations. |
Unsecured Credit Facility, Unsecured Term Loan Facility and Unsecured Term Loan (as defined in the applicable Credit Agreements): | Covenant Level | Actual Performance as of September 30, 2015 | ||
Total debt to total asset value | less than 60% | 31% | ||
Fixed charge coverage ratio | greater than 1.5x | 2.4x | ||
Unsecured debt ratio | greater than 1.67x | 2.81x | ||
Unencumbered asset pool debt service coverage | greater than 1.75x | 3.61x | ||
Unsecured Senior Notes due 2015, 2018, 2020, 2023, 2025 and 2029 (as defined in the applicable Indentures): | ||||
Total debt to total asset value | less than 60% | 38% | ||
Interest coverage | greater than 1.5x | 6.2x | ||
Secured debt to total asset value | less than 40% | 7% | ||
Unencumbered asset pool value to unsecured debt | greater than 150% | 274% |
Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | Dollar Change | Percentage Change | |||||||||||
($ in thousands) | ||||||||||||||
Net cash provided by operating activities | $ | 202,612 | $ | 197,264 | $ | 5,348 | 2.7 | % | ||||||
Net cash used in investing activities | (136,666 | ) | (188,958 | ) | 52,292 | (27.7 | )% | |||||||
Net cash provided by financing activities | 478,213 | 156,748 | 321,465 | 205.1 | % |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
(in thousands) | |||||||||||||||
Net income available to common stockholders | $ | 101,446 | $ | 15,669 | $ | 195,508 | $ | 139,429 | |||||||
Adjustments: | |||||||||||||||
Net income attributable to noncontrolling common units of the Operating Partnership | 1,945 | 321 | 3,850 | 3,011 | |||||||||||
Depreciation and amortization of real estate assets | 48,719 | 49,996 | 150,531 | 148,878 | |||||||||||
Gains on sales of depreciable real estate | (78,522 | ) | (5,587 | ) | (109,950 | ) | (110,391 | ) | |||||||
Funds From Operations(1)(2) | $ | 73,588 | $ | 60,399 | $ | 239,939 | $ | 180,927 |
(1) | Reported amounts are attributable to common stockholders and common unitholders. |
(2) | FFO includes amortization of deferred revenue related to tenant-funded tenant improvements of $3.7 million and $2.7 million for the three months ended September 30, 2015 and 2014, respectively, and $10.0 million and $7.7 million for the nine months ended September 30, 2015 and 2014, respectively. |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Period | Total Number of Shares of Stock Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) that May Yet to be Purchased Under the Plans or Programs | |||||||||
July 1, 2015 - July 31, 2015 | 18,565 | (1) | $ | 69.24 | (1) | — | — | ||||||
August 1, 2015 - August 31, 2015 | — | $ | — | — | — | ||||||||
September 1, 2015 - September 30, 2015 | — | $ | — | — | — | ||||||||
Total | 18,565 | $ | 69.24 | — | — |
(1) | Represents shares of common stock remitted to the Company to satisfy tax withholding obligations in connection with the vesting and/or distribution of restricted stock units in shares of common stock. The value of such shares of common stock remitted to the Company was based on the closing price of the Company’s common stock on the applicable withholding date. |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | OTHER INFORMATION |
ITEM 6. | EXHIBITS |
Exhibit Number | Description | |
3.(i)1 | Kilroy Realty Corporation Articles of Restatement (previously filed by Kilroy Realty Corporation as an exhibit on Form 10-Q for the quarter ended June 30, 2012) | |
3.(i)2 | Certificate of Limited Partnership of Kilroy Realty, L.P. (previously filed by Kilroy Realty, L.P., as an exhibit to the General Form for Registration of Securities on Form 10 as filed with the Securities and Exchange Commission on August 18, 2010) | |
3.(i)3 | Amendment to the Certificate of Limited Partnership of Kilroy Realty, L.P. (previously filed by Kilroy Realty, L.P., as an exhibit to the General Form for Registration of Securities on Form 10 as filed with the Securities and Exchange Commission on August 18, 2010) | |
3.(i)4 | Articles Supplementary designating Kilroy Realty Corporation's 6.375% Series H Cumulative Redeemable Preferred Stock (previously filed by Kilroy Realty Corporation on Form 8-A as filed with the Securities and Exchange Commission on August 10, 2012) | |
3.(ii)1 | Third Amended and Restated Bylaws of Kilroy Realty Corporation (previously filed by Kilroy Realty Corporation as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on December 11, 2014) | |
3.(ii)2 | Seventh Amended and Restated Agreement of Limited Partnership of Kilroy Realty, L.P. dated as of August 15, 2012, as amended (previously filed by Kilroy Realty Corporation on Form 10-Q for the quarter ended June 30, 2014) | |
4.1 | Officers’ Certificate, dated September 16, 2015, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated March 1, 2011, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled “4.375% Senior Notes due 2025,” including the form of 4.375% Senior Notes due 2025 and the form of related guarantee (previously filed by Kilroy Realty Corporation as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on September 16, 2015) | |
31.1* | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Kilroy Realty Corporation | |
31.2* | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Kilroy Realty Corporation | |
31.3* | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Kilroy Realty, L.P. | |
31.4* | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Kilroy Realty, L.P. | |
32.1* | Section 1350 Certification of Chief Executive Officer of Kilroy Realty Corporation | |
32.2* | Section 1350 Certification of Chief Financial Officer of Kilroy Realty Corporation | |
32.3* | Section 1350 Certification of Chief Executive Officer of Kilroy Realty, L.P. | |
32.4* | Section 1350 Certification of Chief Financial Officer of Kilroy Realty, L.P. | |
101.1 | The following Kilroy Realty Corporation and Kilroy Realty, L.P. financial information for the quarter ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Equity (unaudited), (iv) Consolidated Statements of Capital (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to the Consolidated Financial Statements (unaudited).(1) |
* | Filed herewith |
(1) | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections. |
KILROY REALTY CORPORATION | ||
By: | /s/ John Kilroy | |
John Kilroy President and Chief Executive Officer (Principal Executive Officer) | ||
By: | /s/ Tyler H. Rose | |
Tyler H. Rose Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
By: | /s/ Heidi R. Roth | |
Heidi R. Roth Executive Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) |
KILROY REALTY, L.P. | ||
BY: | KILROY REALTY CORPORATION | |
Its general partner | ||
By: | /s/ John Kilroy | |
John Kilroy President and Chief Executive Officer (Principal Executive Officer) | ||
By: | /s/ Tyler H. Rose | |
Tyler H. Rose Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
By: | /s/ Heidi R. Roth | |
Heidi R. Roth Executive Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of Kilroy Realty Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ John Kilroy |
John Kilroy |
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Kilroy Realty Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Tyler H. Rose |
Tyler H. Rose |
Executive Vice President and Chief Financial Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Kilroy Realty, L.P.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ John Kilroy |
John Kilroy |
President and Chief Executive Officer |
Kilroy Realty Corporation, sole general partner of Kilroy Realty, L.P. |
1. | I have reviewed this quarterly report on Form 10-Q of Kilroy Realty, L.P.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Tyler H. Rose |
Tyler H. Rose |
Executive Vice President and Chief Financial Officer |
Kilroy Realty Corporation, sole general partner of Kilroy Realty, L.P. |
(i) | the accompanying Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ John Kilroy | |
John Kilroy | |
President and Chief Executive Officer | |
Date: | October 29, 2015 |
(i) | the accompanying Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Tyler H. Rose | |
Tyler H. Rose | |
Executive Vice President and Chief Financial Officer | |
Date: | October 29, 2015 |
(i) | the accompanying Quarterly Report on Form 10-Q of the Operating Partnership for the quarter ended September 30, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership. |
/s/ John Kilroy | |
John Kilroy | |
President and Chief Executive Officer | |
Kilroy Realty Corporation, sole general partner of Kilroy Realty, L.P. | |
Date: | October 29, 2015 |
(i) | the accompanying Quarterly Report on Form 10-Q of the Operating Partnership for the quarter ended September 30, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership. |
/s/ Tyler H. Rose | |
Tyler H. Rose | |
Executive Vice President and Chief Financial Officer | |
Kilroy Realty Corporation, sole general partner of Kilroy Realty, L.P. | |
Date: | October 29, 2015 |
Partners' Capital of the Operating Partnership Ownership Interest (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest | The following table sets forth the number of common units held by the Company and the number of common units held by non-affiliate investors and certain of our executive officers and directors in the form of noncontrolling common units as well as the ownership interest held on each respective date:
|
Debt Maturities (Details) - Debt [Member] - Kilroy Realty, L.P. [Member] $ in Thousands |
Sep. 30, 2015
USD ($)
|
|||
---|---|---|---|---|
Stated debt maturities and scheduled amortization payments, excluding debt discounts | ||||
Remaining 2015 | $ 327,768 | |||
2016 | 99,431 | |||
2017 | 71,748 | |||
2018 | 451,728 | |||
2019 | 265,370 | |||
Thereafter | 1,441,643 | |||
Total | 2,657,688 | [1] | ||
Unamortized premium | $ (400) | |||
|
@6O57`@-)G9_9IJ_--.OWU#(
MM?TUSQG)=B"T&RWJRWCK9VSZ'U!+`P04````"`";BUU'&KM7^"H&``#N(```
M&````'AL+W=OK
MD)P:VF"KV&0VEEB$:>VBFND5MP4=YJO3?"6U+>@T.%WNEHH.(*.*"\#WF*]>
MSU[)EDX>,!$](**51/0:=C'/R^1@!K)$56F9X#$5/:`B22IZ3;N<,IR$-)`1
MFZHPO_>8B1XP4:;+M=>P\R;(D0Q4V4\!T1X3T0,BDB2BUZ1+),\;-D!5\E(X
MM]('5T2EQXW1Y0&Z2*++`R;E&;CD.Y(9*JT(/4:7!^@BB2ZOD92Q+2?@OU)=
MV\'8\F"227+&>Q)='D*Z2FYL`Y%:"BPNCI'W3?8$T\.F]%;1#@_:]=Y2'
M!OGXCD;[P=L-_>?99G9SO5J^7JSV\_5EMGU;F*M<)M?=]L7=7-K]K@S^NKSZ
M\\;Z]GKT<]O1P'1[QAXP.1XC$XV8-V)4;N#M+BS=16=5DC@PC;%1Y`J4@4
M$K_>.-]31N#R/+$_IFJ#^HMP\(#JCZQ\&\1FE%10BU[Y9QQ^P*V$?20L4;FT
MDK)W'O4$H42+MW&7)NW#>+.?8.L`?@/P&?`U2\+'1$GF=^%%D5LZ"4!>\UX)_V^;L&HEN,>
<
M;\/S385Y@C_\H?`?!/M-@GTBR/];XE9,_BX)6_54@VW3Z#A2X6#2H*Z\RW0^
M\O0FM_"RZ$4+WX1MI7'DC#Z\;.I_@^@A2,GN[BGIPO]9#`6-C\,/3@$J0$``/$#```9````>&PO=V]R
M:W-H965T;"O,$?_B@\#_Y]YL$^T20?R#@-R5N
MQ>0W2=BJIQILFT;'D0H'DP9UY5VF\Y&G-WD/+XM>M/!#V%8:1\[HP\NF_C>(
M'H*4[.Z>DB[\G\50T/AX_!3.=AJIR?#87S_(\DO+OU!+`P04````"`";BUU'
M;O:;5J$!``"Q`P``&0```'AL+W=OSK!L7'"S/V(PKI8;6
M2FR)@>I(;S>'TS9$Q(#?$@:[.).@_8SX$HS'\DB3(`$4%"XP"+]=X`Z4"D0^
M\>O$^9DR`)?G*_M]K-:K/PL+=ZC^R-(U7FQ"20F5Z)5[QN$!IA)V@;!`9>-*
MBMXZU%<()5J\C;MLXSZ,-_S'!%L'\`G`9\#W)`H?$T69/X43>69P(&9L;2?"
M"VX.W#>B",Y8=[SS0JWW7O(TW6;L$HBFF-,8PQ:G*$!
M``"Q`P``&0```'AL+W=O&UL;5/;;MP@$/T5Q`<$+WO):N6UE$U5M0^5
MHCRTSZP]ME&`<0&OT[\OX+7CIGX!9IASYLPPY`/:-]<">/*NE7%GVGK?G1AS
M90M:N`?LP(2;&JT6/IBV8:ZS(*H$THKQ+#LP+:2A19Y\+[;(L?=*&GBQQ/5:
M"_OG`@J',]W0R?$JF]9'!RMR-N,JJ<$XB898J,_T:7.Z[&)$"O@I87"+,XG:
MKXAOT?A>G6D6)8""TD<&$;8;/(-2D2@D_GWG_$@9@
)9@H@DDFKA$5Y%V1)V-6;X#$X^S!\(\4\@S!3R>>9]!@-G]TY9!@`Q$0*-,
MD0W')*8<2`$Q@/#,"/.(B-V?*H,B>6($HG"$2.X"\K!@)3%^QRKMC6Z7Z2SE
MF8<*:XX!T3&/[!F6%$L_458L%H;4XI1UXB0\O359`YRIK_183@SHR2W]U(F$
M..F6&X_C<=&\\6!ULAFHC*^X6)\LNW]^"(N/@/B<7W-O=+L@?2T(*Y38'=7O
MC6YX>)S&6>)+"FN9D):=I%PMI[%'8H353$#-S$D*&)&GLQ&6,@$IDZ_^6,KT
M"2D3EC(!*=.X'9`K9>;I>H1U2D"GY.DHA*5%G^A\A*5%J*^-_UN]T3U[%H[E
MQS]V"*X+5A)WE73UY^D"`S8)C5MJ=+5%K42SMSOW-MC(4ZW,)NMJ=#@=/)'9
MXH[&5_K4P-`X/:Z1O