UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended December 31, 20192021
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to
Commission file number 1-12675 (Kilroy Realty Corporation)
Commission file number 000-54005 (Kilroy Realty, L.P.)
KILROY REALTY CORPORATION
KILROY REALTY, L.P.
(Exact name of registrant as specified in its charter)
| 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) | ||
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||
| Registrant | Title of each class | Name of each exchange on which registered | Ticker Symbol | ||||||||
| Kilroy Realty Corporation | Common Stock, $.01 par value | New York Stock Exchange | KRC | ||||||||
Securities registered pursuant to Section 12(g) of the Act:
| Registrant | Title of each class | ||||
| Kilroy Realty, L.P. | Common Units Representing Limited Partnership Interests | ||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Kilroy Realty Corporation Yes ☒ No ☐ Kilroy Realty, L. P. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Kilroy Realty Corporation Yes ☐ No ☒ Kilroy Realty, L. P. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Kilroy Realty Corporation Yes ☒ No ☐ Kilroy Realty, L. P. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Kilroy Realty Corporation Yes ☒ No ☐ Kilroy Realty, L. P. Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Kilroy Realty Corporation | |||||||||||||||||||||||
| ☒ | Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||
| ☐ | Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o | ||||||||||||||||||||||
| Kilroy Realty, L.P. | |||||||||||||||||||||||
| ☐ | Large accelerated filer | ☐ | Accelerated filer | ☒ | Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||
| ☐ | Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o | ||||||||||||||||||||||
Indicate by check mark whether the registrant has filed a report on and attestation to management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Kilroy Realty Corporation Yes ☒ No ☐Kilroy Realty, L. P. Yes ☒ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Kilroy Realty Corporation Yes ☐ No ☒ Kilroy Realty, L. P. Yes ☐ No ☒
The aggregate market value of the voting and non-voting shares of common stock held by non-affiliates of Kilroy Realty Corporation was approximately $7,416,459,726$8,069,266,329 based on the quoted closing price on the New York Stock Exchange for such shares on June 30, 2019.2021.
There is no public trading market for the common units of limited partnership interest of Kilroy Realty, L.P. As a result, the aggregate market value of the common units of limited partnership interest held by non-affiliates of Kilroy Realty, L.P. cannot be determined.
As of February 7, 2020, 106,167,1494, 2022, 116,716,080 shares of Kilroy Realty Corporation’s common stock, par value $.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Kilroy Realty Corporation’s Proxy Statement with respect to its 20202022 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III of this Form 10-K.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 20192021 of Kilroy Realty Corporation and Kilroy Realty, L.P. Unless stated otherwise or the context otherwise requires, references to “Kilroy Realty Corporation” or the “Company,” “we,” “our,” and “us” mean Kilroy Realty Corporation, a Maryland corporation, and its controlled and consolidated subsidiaries, and references to “Kilroy Realty, L.P.” or the “Operating Partnership” mean Kilroy Realty, L.P., a Delaware limited partnership, and its controlled and consolidated subsidiaries.
The Company is a real estate investment trust, or REIT, and the general partner of the Operating Partnership. As of December 31, 2019,2021, the Company owned an approximate 98.1%99.0% common general partnership interest in the Operating Partnership. The remaining approximate 1.9%1.0% common limited partnership interests are owned by non-affiliated investors and certain directors and officers of the Company. As the sole general partner of the Operating Partnership, the Company exercises exclusive and complete discretion over the Operating Partnership’s day-to-day management and control and can cause it to enter into certain major transactions including acquisitions, dispositions, and refinancings and cause changes in its line of business, capital structure and distribution policies.
There are a few differences between the Company and the Operating Partnership that are reflected in the disclosures in this Form 10-K. We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated, consolidated company. The Company is a REIT, the only material asset of which is the partnership interests it holds in the Operating Partnership. As a result, the Company generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. The Company itself is not directly obligated under any indebtedness, but generally guarantees all of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company either directly or through its subsidiaries, conducts the operations of the Company’s business and is structured as a limited partnership with no publicly-traded equity. Except for net proceeds from equity issuances by the Company, which the Company generally contributes to the Operating Partnership in exchange for units of partnership interest, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of units of partnership interest.
Noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The common limited partnership interests in the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements and, to the extent not held by the Company, as noncontrolling interests in the Company’s financial statements. The Operating Partnership’s financial statements reflect the noncontrolling interest in Kilroy Realty Finance Partnership, L.P., a Delaware limited partnership (the “Finance Partnership”). This noncontrolling interest represents the Company’s 1% indirect general partnership interest in the Finance Partnership, which is directly held by Kilroy Realty Finance, Inc., a wholly owned subsidiary of the Company. The differences between stockholders’ equity, partners’ capital and noncontrolling interests result from the differences in the equity issued by the Company and the Operating Partnership, and in the Operating Partnership’s noncontrolling interest in the Finance Partnership.
We believe combining the annual reports on Form 10-K of the Company and the Operating Partnership into this single report results in the following benefits:
•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.
1
To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:
•Item 7. 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;
•consolidated financial statements;
•the following notes to the consolidated financial statements:
◦Note 8, Secured and Unsecured Debt of the Company;
◦Note 9, Secured and Unsecured Debt of the Operating Partnership;
◦Note 11, Noncontrolling Interests on the Company’s Consolidated Financial Statements;
◦Note 12, Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements;
◦Note 13, Stockholders’ Equity of the Company;
◦Note 14, Partners’ Capital of the Operating Partnership;
◦Note 20, Net Income Available to Common Stockholders Per Share of the Company;
◦Note 21, Net Income Available to Common Unitholders Per Unit of the Operating Partnership;
◦Note 22, Supplemental Cash Flow Information of the Company; and
◦Note 23, Supplemental Cash Flow Information of the Operating Partnership.
This report also includes separate sections under Item 9A. Controls and Procedures and separate Exhibit 31 and Exhibit 32 certifications for the Company and the Operating Partnership to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.
2
TABLE OF CONTENTS
| Page | |||||||||||
| PART I | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 1B. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II | |||||||||||
| Item 5. | |||||||||||
| Item | |||||||||||
| Item 7A. | |||||||||||
| Item 8. | |||||||||||
| Item 9. | |||||||||||
| Item 9A. | |||||||||||
| Item 9B. | |||||||||||
| Item 9C. | |||||||||||
| PART III | |||||||||||
| Item 10. | |||||||||||
| Item 11. | |||||||||||
| Item 12. | |||||||||||
| Item 13. | |||||||||||
| Item 14. | |||||||||||
| PART IV | |||||||||||
| Item 15. | |||||||||||
| Item 16. | |||||||||||
PART I
This document contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among other things, statements or information concerning our plans, objectives, capital resources, portfolio performance, results of operations, projected future occupancy and rental rates, lease expirations, debt maturities, potential investments, strategies such as capital recycling, development and redevelopment activity, projected construction costs, projected construction commencement and completion dates, projected square footage of space that could be constructed on undeveloped land that we own, projected rentable square footage of or number of units in properties under construction or in the development pipeline, anticipated proceeds from capital recycling activity or other dispositions and anticipated dates of those activities or dispositions, projected increases in the value of properties, dispositions, future executive incentive compensation, pending, potential or proposed acquisitions, plans to grow our net operating income and funds from operations, our ability to re-lease properties at or above current market rates, anticipated market conditions, demographics and other forward-looking financial data, as well as the discussion in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations -Factors That May Influence Future Results of Operations.” Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated or implied in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. All forward-looking statements are based on information that was available and speak only as of the dates on which they were made. We assume no obligation to update any forward-looking statement that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.
In addition, this report contains information and statistics regarding, among other things, the industry, markets, submarkets and sectors in which we operate, the percentage by which certainwhether our leases are above or below applicable market rents and the number of square feet of office and other space that could be developed from specific parcels of undeveloped land. We obtained this information and these statistics from various third-party sources and our own internal estimates. We believe that these sources and estimates are reliable but have not independently verified them and cannot guarantee their accuracy or completeness.
4
ITEM 1. BUSINESS
The Company
Our stabilized portfolio of operating properties was comprised of the following properties at December 31, 2019:2021:
| Number of Buildings | Rentable Square Feet | Number of Tenants | Percentage Occupied (1) | Percentage Leased | |||||||||||||||||||||||||
Stabilized Office Properties (2) | 120 | 15,456,528 | 422 | 91.9 | % | 93.9 | % | ||||||||||||||||||||||
Number of Buildings | Rentable Square Feet | Number of Tenants | Percentage Occupied | Percentage Leased | ||||||||||
| Stabilized Office Properties | 112 | 13,475,795 | 451 | 94.6 | % | 97.0 | % | |||||||
(2)Includes stabilized life science and retail space.
| Number of Buildings | Number of Units | 2019 Average Occupancy | ||||||
| Stabilized Residential Property | 1 | 200 | 82.4 | % | ||||
| Number of Properties | Number of Units | 2021 Average Occupancy | |||||||||||||||
| Stabilized Residential Properties | 3 | 1,001 | 78.0 | % | |||||||||||||
Our stabilized portfolio includes all of our properties with the exception of development and redevelopment properties currently committed for construction, under construction, or in the tenant improvement phase, redevelopment projects under construction, undeveloped land recently completed residential properties not yet stabilized and real estate assets held for sale. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs on the existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property. We define properties in the tenant improvement phase as office and retaillife science properties that we are developing or redeveloping where the project has reached cold shell condition and is ready for tenant improvements, which may require additional major base building construction before being placed in service. Projects in the tenant improvement phase are added to our stabilized portfolio once the project reaches the earlier of 95% occupancy or one year from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets at the historical cost of the property as the projects or phases of projects are placed in service.
During the year ended December 31, 2019,2021, we added one completedfour development projectprojects to our stabilized office portfolio consisting of 394,340six buildings totaling 1,109,509 square feet of office and life science space in San Diego and South San Francisco, California and 193 residential units in Hollywood, California. We did not have any properties held for sale at December 31, 2021. As of December 31, 2019,2021, the following properties were excluded from our stabilized portfolio. We did not have any
| Number of Properties/Projects | Estimated Rentable Square Feet (1) | ||||||||||
In-process development projects - tenant improvement (2) | 3 | 1,604,000 | |||||||||
| In-process development projects - under construction | 2 | 946,000 | |||||||||
In-process redevelopment projects - under construction (3) | 1 | 96,000 | |||||||||
________________________
(1)Estimated rentable square feet upon completion.
(2)Includes the development property acquired in Austin, Texas during the year ended December 31, 2021. Refer to Note 3 “Acquisitions” to our consolidated financial statements included in this report for additional information.
(3)Excludes the two committed redevelopment properties or properties held for saleprojects at December 31, 2019.2021, which are included in the stabilized portfolio since construction has not commenced.
5
Number of Properties/Projects | Estimated Rentable Square Feet (1) /Units | |||
In-process development projects - tenant improvement (2) | 2 | 846,000 | ||
In-process development projects - under construction (3) | 6 | 2,291,000 | ||
Completed residential development project (4) | 1 | 237 units | ||
Our stabilized portfolio also excludes our future development pipeline, which as of December 31, 2019,2021, was comprised of fivesix future development sites, representing approximately 6159 gross acres of undeveloped land.
As of December 31, 2019,2021, all of our properties, development projects and developmentredevelopment projects were owned and all of our business was conducted in the state of California with the exception of eightnine stabilized office properties, one development project under constructionin the tenant improvement phase and one recently acquired future development project located in the state of Washington.Washington and one development project in the tenant improvement phase located in Austin, Texas. All of our properties, development projects and developmentredevelopment projects are 100% owned, excluding four office properties owned by three consolidated property partnerships, and two development projects held in Variable Interest Entities (“VIEs”) which we consolidated for financial reporting purposes (see Note 2 “Basis of Significant Accounting Policies” to our consolidated financial statements included in this report).The two VIEs were established to facilitate potential future transactions intended to qualify as a like-kind exchanges pursuant to Section 1031 of the Code (“Section 1031 Exchange”) to defer taxable gains on dispositions for federal and state income tax purposes.partnerships. Two of the three consolidated property partnerships, 100 First Street Member, LLC (“100 First LLC”) and 303 Second Street Member, LLC (“303 Second LLC”), each owned one office property in San Francisco, California through subsidiary REITs. As of December 31, 2019,2021, the Company owned a 56% common equity interest in both 100 First LLC and 303 Second LLC. The third consolidated property partnership, Redwood City Partners, LLC (“Redwood LLC”), owned two office properties in Redwood City, California. As of December 31, 2019,2021, the Company owned an approximate 93% common equity interest in Redwood LLC. The remaining interests in all three property partnerships were owned by unrelated third parties. All three property partnerships are consolidated entities.
We own our interests in all of our real estate assets through the Operating Partnership and the Finance Partnership and generally conduct substantially all of our operations through the Operating Partnership, of which we owned a 98.1%99.0% common general partnership interest as of December 31, 2019.2021. The remaining 1.9%1.0% common limited partnership interest in the Operating Partnership as of December 31, 20192021 was owned by non-affiliated investors and certain of our executive officers and directors. Kilroy Realty Finance, Inc., a wholly owned subsidiary of the Company, is the sole general partner of the Finance Partnership and owns a 1.0% common general partnership interest in the Finance Partnership. The Operating Partnership owns the remaining 99.0% common limited partnership interest. With the exception of the Operating Partnership and our consolidated property partnerships, all of our subsidiaries are wholly-owned.
Available Information; Website Disclosure; Corporate Governance Documents
Kilroy Realty Corporation was incorporated in the state of Maryland on September 13, 1996 and Kilroy Realty, L.P. was organized in the state of Delaware on October 2, 1996. Our principal executive offices are located at 12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064. Our telephone number at that location is (310) 481-8400. Our website is www.kilroyrealty.com. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this annual report on Form 10-K or any other report or document we file with or furnish to the SEC. All reports we will file with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. All reports that we will file with the SEC will also be available free of charge on our website at www.kilroyrealty.com as soon as reasonably practicable after we file those materials with, or furnish them to, the SEC.
The following documents relating to corporate governance are also available free of charge on our website under “Investors —Overview —Corporate Governance”—Governance Documents” and available in print to any security holder upon request:
•Corporate Governance Guidelines;
•Code of Business Conduct and Ethics;
•Audit Committee Charter;
•Executive Compensation Committee Charter;
•Nominating / Corporate Governance Committee Charter; and
•Corporate Social Responsibility and Sustainability Committee Charter.
6
You may request copies of any of these documents by writing to:
Attention: Investor Relations
Kilroy Realty Corporation
12200 West Olympic Boulevard, Suite 200
Los Angeles, California 90064
We intend to disclose on our website under “Investors —Overview —Corporate Governance”—Governance Documents” any amendment to, or waiver of, any provisions of our Code of Business Conduct and Ethics applicable to the directors and/or officers of the Company that would otherwise be required to be disclosed under the rules of the Securities and Exchange Commission or the New York Stock Exchange.
Business and Growth Strategies
Growth Strategies. We believe that a number of factors and strategies will enable us to continue to achieve our objectives of long-term sustainable growth in Net Operating Income (defined below) and FFO (defined below) as well as maximization of long-term stockholder value. These factors and strategies include:
•the quality, geographic location, physical characteristics and operating sustainability of our properties;properties, as well as our geographic presence in technology and life science market clusters;
•our ability to efficiently manage our assets as a low cost provider of commercial real estate through our seasoned management team possessing core capabilities in all aspects of real estate ownership, including property management, leasing, marketing, financing, accounting, legal, and construction and development management;
•our access to development, redevelopment, acquisition and leasing opportunities as a result of our extensive experience and significant working relationships with major West Coast property owners, corporate tenants, municipalities and landowners given our over 70-year presence in the West Coast markets;
•our active development and redevelopment program and our future development pipeline of undeveloped land sites (see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors That May Influence Future Results of Operations” for additional information pertaining to the Company’s in-process and future development pipeline);
•our capital recycling program (see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources of the Operating Partnership” for additional information pertaining to the Company’s capital recycling program and related property and land dispositions);
•our ability to capitalize on inflection points in a real estate cycle to add quality assets to our portfolio at substantial discounts to long-term value, through either acquisition, development or redevelopment;redevelopment. This includes expansion of our product offering into new submarkets, such as Austin, Texas, where we believe operating and fundamental synergies give us a competitive advantage, as well as in life science properties, which are concentrated in our existing markets; and
•our strong financial position that has and will continue to allow us to pursue attractive acquisition and development and redevelopment opportunities.
“Net Operating Income” subsequent to the adoption of Financial Standards Accounting Board Accounting Standards Codification 842 (“Topic 842”) is defined as consolidated operating revenues (rental income and other property income) less consolidated operating expenses (property expenses, real estate taxes and ground leases). Prior to the adoption of Topic 842 we defined Net Operating Income as consolidated operating revenues (rental income, tenant reimbursements and other property income) less consolidated operating expenses (property expenses, real estate taxes, provision for bad debts and ground leases). “FFO” is Funds From Operations available to common stockholders and common unitholders calculated in accordance with the 2018 Restated White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). (See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations” and “—Non-GAAP Supplemental Financial
7
Measures: Funds From Operations” for a reconciliation of these measures to generally accepted accounting principles (“GAAP”) net income available to common stockholders.)
Operating Strategies. We focus on enhancing long-term growth in Net Operating Income and FFO from our properties by:
•maximizing cash flow from our properties through active leasing, early renewals and effective property management;
•structuring leases to maximize returns;
•managing portfolio credit risk through effective underwriting, including the use of credit enhancements and interests in collateral to mitigate portfolio credit risk;
•managing operating expenses through the efficient use of internal property management, leasing, marketing, financing, accounting, legal, and construction and development management functions;
•maintaining and developing long-term relationships with a diverse tenant base;
•continuing to effectively manage capital improvements to enhance our properties’ competitive advantages in their respective markets and improve the efficiency ofintegrate technology to enhance efficiencies with building systems;management systems, security operation centers and tenant experience solutions to provide a premium experience to our tenant base while reducing operating costs;
•continuing to expand our management team with individuals who have extensive regional and product-type experience and are highly knowledgeable in their respective markets and product types; and
•attracting and retaining motivated employees by providing financial and other incentives to meet our operating and financial goals.
Development and Redevelopment Strategies. We and our predecessors have developed office properties primarily located in California since 1947. As of December 31, 2019,2021, we had twothree development projects in the tenant improvement phase totaling approximately 846,000 square feet of office and retail space and six projects under construction totaling approximately 2.3 million1,604,000 square feet of office space and 564 residential units.two development projects under construction totaling approximately 946,000 square feet of office and life science space. In addition, ourwe had one redevelopment project under construction totaling approximately 96,000 square feet and two projects committed for life science redevelopment totaling approximately 234,000 square feet. Our future development pipeline was comprised of fivesix potential development sites representing approximately 6159 gross acres of undeveloped land on which we believe we have the potential to develop over 6.05.5 million square feet of office, life science, laboratory, residential and retail space, depending upon economic conditions. Our strategy with respect to development and redevelopment is to:
•own land sites in highly populated, amenity rich locations that are attractive to a broad array of tenants;
•be the premier provider of modern and collaborative office, life science and mixed-use projects on the West Coast and in Austin, Texas with a focus on design and environment;
•maintain a disciplined approach by commencing development when appropriate based on market conditions, focusing on pre-leasing,leasing, developing in stages or phasing, and cost control;
•reinvest capital from dispositions of selective assets into new state-of-the-art development and acquisition opportunities with higher cash flow and rates of return or future redevelopment;redevelopment when possible;
•execute on our development projects under construction and future development pipeline, including expanding entitlements; and
8
•evaluate redevelopment opportunities in supply-constrained markets because such efforts generally achieve similar returns to new development with reduced entitlement risk and shorter construction periods.
We may engage in the additional development or redevelopment of office, life science and mixed-use properties when market conditions support a favorable risk-adjusted return on such development or redevelopment. We expect that our significant working relationships with tenants, municipalities and landowners on the West Coast will give us further access to development and redevelopment opportunities. We cannot ensure that we will be able to successfully develop or redevelop any of our properties or that we will have access to additional development or redevelopment opportunities.
Acquisition Strategies. We believe we are well positioned to acquire opportunistic properties opportunistically and development and redevelopment opportunities as the result of our extensive experience, strong financial position and ability to access capital.capital and in June 2021 we expanded into Austin, Texas through our acquisition of the Indeed Tower, which is in the tenant improvement phase. We continue to focus on growth opportunities in West Coast and Austin, Texas markets populated by knowledge and creative based tenants in a variety of industries, including technology, media, healthcare, life sciences, entertainment and professional services. Against the backdrop of market volatility, we expect to manage a strong balance sheet, execute on our development program and selectively evaluate opportunities that add immediate Net Operating Income to our portfolio or play a strategic role in our future growth and that:
•provide attractive yields and significant potential for growth in cash flow from property operations;
•present growth opportunities in our existing or other strategic markets; and
•demonstrate the potential for improved performance through intensive management, repositioning, capital investment and leasing that should result in increased occupancy and rental revenues.
Financing Strategies. Our financing policies and objectives are determined by our board of directors. Our goal is to limit our dependence on leverage and maintain a conservative ratio of debt-to-total market capitalization. As of December 31, 2019,2021, our total debt as a percentage of total market capitalization was 28.3%34.4%, which was calculated based on the quoted closing price per share of the Company’s common stock of $83.90$66.46 on December 31, 20192021 (see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources of the Company —Capitalization” for additional information). Our financing strategies include:
•maintaining financial flexibility, including a low secured to unsecured debt ratio;
•maximizing our ability to access a variety of both public and private capital sources;
•maintaining a staggered debt maturity schedule in which the maturity dates of our debt are spread over several years to limit risk exposure at any particular point in the capital and credit market cycles;
•completing financing in advance of the need for capital;
•managing interest rate exposure by generally maintaining a greater amount of fixed-rate debt as compared to variable-rate debt; and
•maintaining our credit ratings.
We utilize multiple sources of capital, including borrowings under our unsecured revolving credit facility, unsecured term loan facility, proceeds from the issuance of public or private debt or equity securities and other bank and/or institutional borrowings and our capital recycling program, including strategic venture sources. There can be no assurance that we will be able to obtain capital as needed on terms favorable to us or at all. (See the discussion under the caption “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors That May Influence Future Results of Operations” and “Item 1A. Risk Factors.”)
9
Sustainability Strategies. Our longstanding leadership in sustainability in real estate is globally recognized, and we have committedour commitment to achieving carbon neutral operations by year-end 2020.advancing progress toward our sustainability ambitions remains strong. Our vision is a resilient portfolio that minimizes the environmental impact of the development and operation of our buildings while maximizing the health and productivity of our tenants, employees and communities as well as our financial returns. Management and our board of directors, through the Corporate Social Responsibility and Sustainability Committee (the “Committee”) established in April 2018, oversee and advance the Company’s corporate social responsibility and sustainability initiatives. They recognize that community engagement and sustainable operations benefit all of our constituencies and are key to preserving our Company’s value and credibility.
As a result of our commitment to sustainability, we have been ranked first in sustainability performance in North America in the Listed Office category by the Global Real Estate Sustainability Benchmark (“GRESB”) sixeight times and have also earned the highly competitive GRESB “Green Star”5 Star designation in each of the last seveneight years for ranking
in the top 25%20% of companiesrespondents worldwide in sustainability performance. We have been recognized with the US EPA ENERGY STAR® Partner of the Year Sustained Excellence Award for the last fivesix years, NAREIT’s Leader in the Light Award in the Listed Office category for the last sixeight years and NAREIT’s Leader in the Light Most Innovative award in 2018.2018 and 2020. We have also been included on Newsweek’s list of America’s Most Responsible Companies for the past three years. For excellence in creating a diverse, equitable and inclusive culture, we are again listed on the Bloomberg Gender Equality Index, which measures companies on female leadership and talent pipeline, equal pay and gender pay parity, inclusive culture, sexual harassment policies and pro-women brand.
We manage our properties to offer the maximum degree of utility and operational efficiency to our tenants. We offer tenant sustainability programs focused on helping our tenants reduce their energy and water consumption and increase their recycling diversion rates. We incorporate green lease language into 100% of our new leases, includingand the majority of our leases also include a cost recovery clause for resource-efficiency related capital expenditures, in full-service gross leases, which seek to align tenant and landlord interests on energy, water and waste efficiency. Green leases (also known as aligned leases, high performance leases or energy efficient leases) aim to align the financial and energy incentives of building owners and tenants so they can work together to save money, conserve resources and ensure the efficient operation of buildings. We have won the Institute for Market Transformation’s (“IMT’s”) Green Lease Leaders award foureight times. Energy consumption, water consumption, and greenhouse gas (“GHG”) emissions data for the periods indicated based on the most recent available information, assured by DNV GL Business Assurance USA, Inc., are as follows:
Energy consumption:
Year (1) | Energy Consumption Data Coverage as % of Total Floor Area (2) | Total Energy Consumed by Floor Area with Data Coverage (MWh) (3) | % of Energy Generated From Renewable Sources (4) | Like-for-Like Change in Energy Consumption of Floor Area with Data Coverage (5) | % of Eligible Portfolio that has Obtained an Energy Rating and is Certified to ENERGY STAR (6) | ||||||||||||
| 2020 | 100 | % | 257,113 | 55 | % | (13) | % | 76 | % | ||||||||
| 2019 | 99 | % | 277,177 | 18 | % | (2) | % | 70 | % | ||||||||
| 2018 | 98 | % | 299,510 | 13 | % | (2) | % | 77 | % | ||||||||
Water consumption:
Year (1) | Water Withdrawal Data Coverage as a % of Total Floor Area (7) | Total Water Withdrawn by Portfolio (m3) (8) | Like-for-like Change in Water Withdrawn for Floor Area with Data Coverage (5) | ||||||||
| 2020 | 100 | % | 659,051 | (31) | % | ||||||
| 2019 | 98 | % | 803,499 | (6) | % | ||||||
| 2018 | 96 | % | 980,859 | 5 | % | ||||||
10
Year (1) | Energy Consumption Data Coverage as % of Total Floor Area (2) | Total Energy Consumed by Floor Area with Data Coverage (MWh) (3) | % of Energy Generated From Renewable Sources (4) | Like-for-Like Change in Energy Consumption of Floor Area with Data Coverage (5) | % of Eligible Portfolio that has Obtained an Energy Rating and is Certified to ENERGY STAR (6) | |||||
| 2018 | 98 | % | 299,510 | 6 | % | (2 | )% | 77 | % | |
| 2017 | 96 | % | 309,248 | 5 | % | (1 | )% | 73 | % | |
| 2016 | 95 | % | 381,295 | 3 | % | (2 | )% | 69 | % | |
Year (1) | Scope 1 GHG Data Coverage as a % of Total Floor Area (9) | Scope 1 GHG Emissions (Tonnes CO2) (10) | Like-for-like Change in Scope 1 GHG Emissions Data (5) | ||||||||
| 2020 | 100 | % | 3,000 | (11) | % | ||||||
| 2019 | 100 | % | 3,082 | 6 | % | ||||||
| 2018 | 99 | % | 3,908 | (4) | % | ||||||
Year (1) | Water Withdrawal Data Coverage as a % of Total Floor Area (7) | Total Water Withdrawn by Portfolio (m3) (8) | Like-for-like Change in Water Withdrawn for Floor Area with Data Coverage (5) | |||
| 2018 | 96 | % | 980,859 | 5 | % | |
| 2017 | 98 | % | 960,920 | — | % | |
| 2016 | 90 | % | 856,290 | (2 | )% | |
Year (1) | Scope 2 Location-Based GHG Data Coverage as a % of Total Floor Area (11) | Scope 2 Location-Based GHG Emissions (Tonnes CO2) (12) | Like-for-like Change in Scope 2 Location-Based GHG Emissions Data (5) | ||||||||
| 2020 | 100 | % | 23,122 | (21) | % | ||||||
| 2019 | 100 | % | 25,438 | (5) | % | ||||||
| 2018 | 99 | % | 33,207 | (6) | % | ||||||
Year (1) | Scope 2 Market-Based GHG Data Coverage as a % of Total Floor Area (11) | Scope 2 Market-Based GHG Emissions (Tonnes CO2) (12) | Like-for-like Change in Scope 2 Market-Based GHG Emissions Data (5) | ||||||||
| 2020 | 100 | % | — | (100) | % | ||||||
| 2019 | 100 | % | 24,718 | (8) | % | ||||||
| 2018 | 99 | % | 30,439 | (12) | % | ||||||
Year (1) | Scope 1 GHG Data Coverage as a % of Total Floor Area (9) | Scope 1 GHG Emissions (Tonnes CO2) (10) | Like-for-like Change in Scope 1 GHG Emissions Data (5) | |||
| 2018 | 99 | % | 3,908 | (4 | )% | |
| 2017 | 100 | % | 4,120 | 6 | % | |
| 2016 | 97 | % | 4,059 | N/A | ||
(2)Percentage based on gross square footage of portfolio floor area with complete energy consumption data coverage as of the end of the applicable year. Floor area is considered to have complete energy consumption data coverage when energy consumption data (i.e., energy types and amounts consumed) is obtained by the Company for all types of energy consumed in the relevant floor area during the fiscal year, regardless of when such data was obtained.
Year (1) | Scope 2 Location-Based GHG Data Coverage as a % of Total Floor Area (11) | Scope 2 Location-Based GHG Emissions (Tonnes CO2) (12) | Like-for-like Change in Scope 2 Location-Based GHG Emissions Data (5) | |||
| 2018 | 99 | % | 33,207 | (6 | )% | |
| 2017 | 99 | % | 36,504 | (10 | )% | |
| 2016 | 97 | % | 44,145 | N/A | ||
(5)Data reported on a like-for-like comparison excludes assets that have been acquired or disposed over the past twenty-four months as of the end of the applicable year.
(7)Percentage based on gross square footage of portfolio floor area with complete water withdrawal data coverage as of the end of the applicable year. Floor area is considered to have complete water withdrawal data coverage when water withdrawal data (i.e., amounts withdrawn) is obtained by the Company for the relevant floor area during the fiscal year, regardless of when such data was obtained.
Year (1) | Scope 2 Market-Based GHG Data Coverage as a % of Total Floor Area (11)(13) | Scope 2 Market-Based GHG Emissions (Tonnes CO2) (12)(13) | Like-for-like Change in Scope 2 Market-Based GHG Emissions Data (5) | |||
| 2018 | 99 | % | 30,439 | (12 | )% | |
| 2017 | 99 | % | 35,375 | N/A | ||
(10)Scope 1 emissions represent those produced by consuming onsite natural gas procured by the Company.
(11)Percentage based on gross square footage of portfolio floor area with complete Scope 2 GHG emissions data coverage as of the end of the applicable year. Floor area is considered to have complete Scope 2 GHG emissions data coverage when GHG emission data is obtained by the Company for the relevant floor area during the fiscal year, regardless of when such data was obtained.
(12)Scope 2 emissions represent those produced by consuming onsite electricity procured by the Company.
We build our current development and redevelopment projects to Leadership in Energy and Environmental Design (“LEED”) specifications. All of our office development projects are designed to achieve LEED certification, either LEED Platinum or Gold.
We are actively pursuing LEED certification for approximately 2.31.0 million square feet of office and life science space of under construction.construction development and redevelopment projects. In addition, an analysis of energy and water performance is included in our standard due diligence process for acquisitions, and reducing energy use year over year is a comprehensive goal of our operational strategy. This is accomplished through systematic energy auditing, mechanical, lighting and other building upgrades, optimizing operations and engaging tenants. During the past few
11
years, we have significantly enhanced the sustainability profile of our portfolio, ending 20192021 with 64%73% of our properties LEED certified, and 70%76% of our eligible stabilized office properties ENERGY STAR certified and 80% of our eligible stabilized residential properties ENERGY STAR certified (in each case as a percentage of our total or eligible rentable square feet as of December 31, 2019)2021).
We identify climate change as a risk to our business,Company, its tenants and our other stakeholders, an opportunity for long-term value creation and a key driver in long-term strategic business decisions. These risks and opportunities include transitional risks such as policy, market, technology and reputational concerns, as well as physical risks, and are a focus area for the board of directors and management. Climate-related risks and opportunities are governed by the board of directors through the Corporate Social Responsibility and Sustainability Committee (the “Committee”).Committee. In 2018, the Committee endorsed the
recommendations of the Task Force on Climate-related Financial Disclosure (TCFD) and tasked management with assessing and reporting against climate related risk for the Company. Recognizing the importance of reducing the Company’s greenhouse gas impact on the environment, in 2018 we have committed to achieving carbon neutral operations by December 31, 2020.2020, and we achieved this goal. This means that the entirety of our scope 1 and scope 2 emissions will beis offset by this date through a combination of energy efficiency measures and both onsite and offsite renewables. This exceeds our carbon reduction goals previously validated by Science-Based Targets. Science-Based Targets is a collaboration between the Carbon Disclosure Project, the United Nations Global Compact, the World Resources Institute and the World Wide Fund for Nature, which independently assesses and approves the carbon reduction goals of companies.
Significant Tenants
As of December 31, 2019,2021, our 15 largest tenants in terms of annualized base rental revenues represented approximately 49.6%47.4% of our total annualized base rental revenues, defined as annualized monthly contractual rents from existing tenants as of December 31, 2019.2021. Annualized base rental revenue 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.
For further information on our 15 largest tenants and the composition of our tenant base, see “Item 2. Properties —Significant Tenants.”
Competition
We compete with several developers, owners, operators and acquirers of office and life science, undeveloped land and other commercial real estate, including mixed-use and residential real estate, many of which own properties similar to ours in the same submarkets in which our properties are located. For further discussion of the potential impact of competitive conditions on our business, see “Item 1A. Risk Factors.”
Segment and Geographic Financial Information
During 20192021 and 2018,2020, we had one reportable segment, our office and life science properties segment. For information about our office property revenues and long-lived assets and other financial information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations.”
As of December 31, 2019,2021, all of our properties, development projects and developmentredevelopment projects were owned and all of our business was conducted in the state of California with the exception of eightnine stabilized office properties, one development project under constructionin the tenant improvement phase and one recently acquired future development project located in the state of Washington.Washington and one development project in the tenant improvement phase located in Austin, Texas. As of December 31, 2019,2021, all of our properties, development projects and developmentredevelopment projects were 100% owned, excluding four office properties owned by three consolidated property partnerships and two development projects held in VIEs to facilitate potential future Section 1031 Exchanges, which have been consolidated for financial reporting purposes (see Note 2 “Basis of Presentation and Significant Accounting Policies” to our consolidated financial statements included in this report for further information).
12
Human Capital Resources
As of December 31, 2019,2021, we employed 267244 people through the Operating Partnership Kilroy Services, LLC, and Kilroy Realty TRS, Inc. We believe that relations with our employees are good.
Diversity. We are committed to cultivating a diverse culture of inclusion that makes a positive difference in our employees’ lives and have developed targeted training to improve workplace diversity, equity and inclusion, including mandatory unconscious bias training for all employees. As of December 31, 2021, two of our seven directors (or 29%) were female.
TOTAL WORKFORCE (1)
Gender Diversity
Ethnic Diversity
________________________
(1)As of December 31, 2021.
13
Training and Education. We support the continual development of our employees through various training and education programs throughout their tenure at the Company, from onboarding to skill building to leadership development. We also conduct annual performance and career development reviews for all employees, and employee satisfaction surveys where we provide a summary of the feedback received by employees and actions taken in response to such feedback to our workforce.
Employee Health. The physical and mental health and wellness of our employees is of central importance to our culture. We evaluate our group health and ancillary benefits annually to ensure our benefits package is robust and conduct an annual wellness and satisfaction survey to help us better tailor our employee health and wellness programs.
Strong Communities and Healthy Planet. We are deeply aware that our buildings are part of the larger community and that we thrive when the communities around us thrive. We are proud to make these communities better places to live and work through our volunteerism and philanthropy initiatives.
Competitive Benefits and Compensation. Our compensation program is designed to, among other things, attract, retain and incentivize talented and experienced individuals in the highly competitive West Coast and Austin, Texas employment and commercial real estate markets. We use a mix of competitive salaries and other benefits to attract and retain these individuals.
14
Environmental Regulations and Potential Liabilities
Government Regulations Relating to the Environment. Many laws and governmental regulations relating to the environment are applicable to our properties, and changes in these laws and regulations, or their interpretation by agencies and the courts, occur frequently and may adversely affect us.
Existing conditions at some of our properties. Independent environmental consultants have conducted Phase I or similar environmental site assessments on all of our properties. We generally obtain these assessments prior to the
acquisition of a property and may later update them as required for subsequent financing of the property, if a property is slated for disposition, or as requested by a tenant. Consultants are required to perform Phase I assessments to American Society for Testing and Materials standards then-existing for Phase I site assessments and typically include a historical review, a public records review, a visual inspection of the surveyed site, and the issuance of a written report. These assessments do not generally include any soil or groundwater sampling or subsurface investigations; however, if a Phase I does recommend that soil or groundwater samples be taken or other subsurface investigations take place, we generally perform such recommended actions. Depending on the age of the property, the Phase I may have included an assessment of asbestos-containing materials or a separate hazardous materials survey may have been conducted. For properties where asbestos-containing materials were identified or suspected, an operations and maintenance plan was generally prepared and implemented.
Historical operations at or near some of our properties, including the presence of underground or above ground storage tanks, various sites uses that involved hazardous substances, the landfilling of hazardous substances and solid waste, and migration of contamination from other sites, may have caused soil or groundwater contamination. In some instances, (i) the prior owners of the affected properties conducted remediation of known contamination in the soils on our properties, (ii) we are required to conduct further environmental clean-up and environmental closure activities at certain properties, andor (iii) residual contamination could pose environmental, health, and safety risks if not appropriately addressed. We may need to investigate or remediate contaminated soil, soil gas, landfill gas, and groundwater, and we may also need to conduct landfill closure and post-closure activities, including, for example, the implementation of groundwater and methane monitoring systems and impervious cover, and the costs of such work could exceed projected or budgeted amounts. To protect the health and safety of site occupants and others, we may be required to implement and operate safeguards, including, for example, vapor intrusion mitigation systems and building protection systems to address methane. We may need to modify our methods of construction or face increased construction costs as a result of environmental conditions, and we may face obligations under agreements with governmental authorities with respect to the management of such environmental conditions. If releases from our sites migrate offsite, or if our site redevelopment activities cause or contribute to a migration of hazardous substances, neighbors or others could make claims against us, such as for property damage, personal injury, or cost recovery.
As of December 31, 2019,2021, we had accrued environmental remediation liabilities of approximately $80.7$75.2 million recorded on our consolidated balance sheets in connection with certain of our in-process and future development projects. The accrued environmental remediation liabilities represent the remaining costs we estimate we will incur prior to and during the development process at various development acquisition sites. These estimates, which we developed with the assistance of third party experts, consist primarily of the removal of contaminated soil, treatment of contaminated groundwater in connection with dewatering efforts, performing environmental closure activities, constructing remedial systems and other related costs since wethat are required to dispose of any existing contaminated soil, and sometimes perform other environmental closure or remedial activities,necessary when we develop new buildings at these sites. It is possible that we could incur additional environmental remediation costs in connection with these development projects. However, potential additional environmental costs cannot be reasonably estimated at this time and certain changes in estimates could occur as the site conditions, final project timing, design elements, actual soil conditions and other aspects of the projects, which may depend upon municipal and other approvals beyond the control of the Company, are determined. See Note 18 “Commitments and Contingencies” to our consolidated financial statements included in this report for additional information.
Other than the accrued environmental liabilities recorded in connection with certain of our development projects, we are not aware of any such condition, liability, or concern by any other means that would give rise to material environmental liabilities. However, our assessments may have failed to reveal all environmental conditions, liabilities, or compliance concerns; there may be material environmental conditions, liabilities, or compliance concerns that arose at a property after the review was completed; future laws, ordinances, or regulations
15
may impose material additional environmental liability; and environmental conditions at our properties may be affected in the future by tenants, third parties, or the condition of land or operations near our properties, such as the presence of underground storage tanks or migrating plumes. We cannot be certain that costs of future environmental compliance will not have an adverse effect on our financial condition, results of operations, cash flow, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.
Use of hazardous materials by some of our tenants. Some of our tenants handle hazardous substances and wastes on our properties as part of their routine operations. Environmental laws and regulations may subject these tenants,
and potentially us, to liability resulting from such activities. We generally require our tenants in their leases to comply with these environmental laws and regulations and to indemnify us for liabilities arising out of or related to their operations and any related liabilities. non-compliance with environmental laws. As of December 31, 2019,2021, other than routine cleaning materials and chemicals used in routine office operations, approximately 2-4%2-3% of our tenants handled hazardous substances and/or wastes on approximately 1-3%1-2% of the aggregate square footage of our properties as part of their routinebusiness operations. These tenants are primarily involved in the life sciences business. The hazardous substances and wastes are primarily comprised of diesel fuel for emergency generators and small quantities of lab and light manufacturing chemicals including, but not limited to, alcohol, ammonia, carbon dioxide, cryogenic gases, dichlorophenol, methane, naturalyte acid, nitrogen, nitrous oxide, and oxygen which are routinely used by life science companies. We are not aware of any material noncompliance, liability, or claim relating to hazardous or toxic substances or petroleum products in connection with any of our properties, and management does not believe that on-going activities by our tenants will have a material adverse effect on our operations.
Costs related to government regulation and private litigation over environmental matters. Under applicable environmental laws and regulations, we may be liable for the costs of removal, remediation, or disposal of certain hazardous or toxic substances present or released on our properties. These laws could impose liability without regard to whether we are otherwise responsible for, or even knew of, the presence or release of the hazardous materials. Government investigations and remediation actions may have substantial costs, and the presence or release of hazardous substances on a property could result in governmental clean-up actions, personal injury actions, or similar claims by private plaintiffs.
Potential environmental liabilities may exceed our environmental insurance coverage limits, transactional indemnities or holdbacks. We carry what we believe to be commercially reasonable environmental insurance. Our environmental insurance policies are subject to various terms, conditions and exclusions. Similarly, in connection with some transactions we obtain environmental indemnities and holdbacks that may not be honored by the indemnitors, may be less than the resulting liabilities or may otherwise fail to address the liabilities adequately. Therefore, we cannot provide any assurance that our insurance coverage or transactional indemnities will be sufficient or that our liability, if any, will not have a material adverse effect on our financial condition, results of operations, cash flows, quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.
Litigation
16
SUMMARY RISK FACTORS
The following section sets forth a summary of material factors that may adversely affect our business and operations. For a more extensive discussion of these factors, see “1A. Risk Factors” contained in this report.
•The ongoing COVID-19 pandemic, and restrictions intended to prevent its spread, could adversely impact our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.
•Global market, economic and geopolitical conditions may adversely affect our business, results of operations, liquidity and financial condition and those of our tenants.
•All of our properties are located in proximityCalifornia, greater Seattle, Washington and Austin, Texas and we may therefore be susceptible to oneadverse economic conditions and regulations, as well as natural disasters, in those areas.
•Our performance and the market value of our securities are subject to risks associated with our investments in real estate assets and with trends in the real estate industry.
•We depend upon significant tenants, and the loss of a significant tenant could adversely affect our financial condition, results of operations, ability to borrow funds and cash flows.
•Downturns in tenants’ businesses may reduce our revenues and cash flows.
•A large percentage of our tenants operate in a concentrated group of industries and downturns in these industries could adversely affect our financial condition, results of operations and cash flows.
•We may be unable to renew leases or re-lease available space.
•We are subject to governmental regulations that may affect the development, redevelopment and use of our properties.
•We may not be able to meet our debt service obligations.
•The covenants in the agreements governing the Operating Partnership’s unsecured revolving credit facility, unsecured term loan facility and note purchase agreements may limit our ability to make distributions to the holders of our common stock.
•A downgrade in our credit ratings could materially adversely affect our business and financial condition.
•We face significant competition, which may decrease the occupancy and rental rates of our properties.
•In order to maintain the quality of our properties and successfully compete against other properties, we must periodically spend money to maintain, repair and renovate our properties, which reduces our cash flows.
•Potential casualty losses, such as earthquake losses, may adversely affect our financial condition, results of operations and cash flows.
•We may be unable to complete acquisitions and successfully operate acquired properties.
•There are significant risks associated with property acquisition, development and redevelopment.
•Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition, and disputes between us and our co-venturers and could expose us to potential liabilities and losses.
17
•We own certain properties subject to ground leases and other restrictive agreements that limit our uses of the properties, restrict our ability to sell or otherwise transfer the properties and expose us to the loss of the properties if such agreements are breached by us, terminated or not renewed.
•We may invest in securities related to real estate, which could adversely affect our ability to pay dividends and distributions to our security holders.
•We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.
•An increase in interest rates could increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance existing debt, conduct development, redevelopment and acquisition activity and recycle capital.
•The actual density of our undeveloped land holdings and/or any particular land parcel may not be consistent with our potential density estimates.
•Loss of our key personnel could harm our operations and financial performance and adversely affect the quoted trading price of our securities.
•Our growth depends on external sources of capital that are outside of our control and the inability to obtain capital on terms that are acceptable to us, or at all, could adversely affect our financial condition and results of operations.
•The Chairman of our board of directors and Chief Executive Officer has substantial influence over our affairs.
•Loss of the Company’s properties located at 350 Mission Street. The lawsuits allege that conduct of various entities, including those affiliated with other neighboring properties, contributedREIT status would have significant adverse consequences to us and the settlement of the Millennium Tower. Two defendants asserted cross-claims for equitable indemnification against certainvalue of the Company’s entities in connection with the development and construction-related activities at the Company’s 350 Mission Street property. One of those parties has voluntarily dismissed its cross claims against the Company’s entities. In August 2019, all parties to the lawsuits, including the Company’s entities, reached a settlement in-principle and agreed to stay the litigation pending the negotiation and execution of global settlement documentation. If such settlement documentation is not executed in accordance with the procedural timeline established by the parties to the lawsuit (as the same may be extended), the stay may be lifted. The Company continues to dispute the allegations and deny responsibility for the claims alleged in the lawsuits. common stock.
ITEM 1A. RISK FACTORS
The following section sets forth material factors that may adversely affect our business and operations. The following factors, as well as the factors discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors That May Influence Future Results of Operations” and other information contained in this report, should be considered in evaluating us and our business.
Risks Related to our Business and Operations
The ongoing COVID-19 pandemic, and restrictions intended to prevent its spread, could adversely impact our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders. The ongoing COVID-19 pandemic which continues to evolve, and restrictions intended to prevent its spread, have impacted the markets in which we conduct our business and where our tenants are located. All the states where we own properties and/or have development projects (i.e., California, Washington and Texas) initially reacted to the COVID-19 pandemic by instituting quarantines, restrictions on travel, “shelter in place” rules, stay-at-home orders, density limitations, social distancing measures, restrictions on types of business that may continue to operate and/or restrictions on types of construction projects that may continue. Although most state governments and other authorities have lifted or reduced restrictions, they and others may reinstitute these measures in the future, or impose new, more restrictive measures, if the risks, or the perception of the risks, related to the COVID-19 pandemic worsen at any time, including as a result of the spread of new variants of the virus. If such restrictions remain in place for an extended period of time, we may experience reductions in rents from our tenants. Furthermore, although in certain cases, exceptions are available for essential retail, research and laboratory activities, essential building services, such as cleaning and maintenance, and certain essential construction projects, there can be no assurance that such exceptions will enable us to avoid adverse impacts on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders. For instance,
18
some of the activities of our parking, retail space and co-working tenants are not covered by the exceptions listed above and have been directly disrupted by the COVID-19 pandemic and restrictions intended to prevent its spread and their businesses, and accordingly their ability to make rental payments when due, could be adversely affected by decreased consumer confidence or longer-term changes in consumer demand as a result of the COVID-19 pandemic.
Although we are and will continue to be actively engaged in rent collection efforts related to uncollected rent, as well as working with certain tenants who have requested rent deferrals (particularly those occupying retail space), we can provide no assurance that such efforts or our efforts in future periods will be successful.
In addition, as a result of the spread of new variants of the virus, we may be required to continue to comply with “social distancing” at our properties and development projects and we may be subject to certain conditions, including requiring contractors to develop COVID-19 control, mitigation, and recovery plans and satisfy certain requirements before work can continue or commence, which may increase costs, perhaps substantially. We expect to comply with any state or local requirements. Our development projects could in the future be affected by moratoriums on construction. To the extent any city issues a moratorium, we may be subject to such a moratorium unless the applicable state or city grants an exclusion for these projects because certain of our development projects may qualify as essential construction projects.
The ongoing COVID-19 pandemic, including the spread of new variants of the virus and restrictions intended to prevent its spread, could have significant adverse impacts on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders in a variety of ways that are difficult to predict. Such adverse impacts could depend on, among other factors:
•the financial condition of our tenants - many of which are in the technology, media, healthcare, life sciences, entertainment and professional services industries - and their ability or willingness to pay rent in full on a timely basis;
•state, local, federal and industry-initiated efforts that may adversely affect landlords, including us, and their ability to collect rent and/or enforce remedies for the failure to pay rent;
•our need to defer or forgive rent and restructure leases with our tenants and our ability to do so on favorable terms or at all;
•significant job losses in the industries of our tenants, which may decrease demand for our office and retail space, causing market rental rates and property values to be negatively impacted;
•our ability to stabilize or lease-up our development projects, renew leases or re-lease available space in our proprieties on favorable terms or at all, including as a result of a general decrease in demand for our office and retail space, deterioration in the economic and market conditions in the markets in which we own properties or due to restrictions intended to prevent the spread of COVID-19 that frustrate our leasing activities;
•a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, all of which have already experienced and may continue to experience significant volatility, or deterioration in credit and financing conditions, may affect our or our tenants’ ability to access capital necessary to fund our respective business operations or replace or renew maturing liabilities on a timely basis, on attractive terms or at all and may adversely affect the valuation of financial assets and liabilities, any of which could affect our and our tenants’ ability to meet liquidity and capital expenditure requirements;
•a refusal or failure of one or more lenders under our revolving credit facility to fund their respective financing commitments to us may affect our ability to access capital necessary to fund our business operations and to meet our liquidity and capital expenditure requirements;
19
•the ability of potential buyers of properties identified for potential future capital recycling transactions to obtain debt financing, which has been and may continue to be constrained for some potential buyers;
•a reduction in the values of our properties that could result in impairments or limit our ability to dispose of them at attractive prices or obtain debt financing secured by our properties;
•complete or partial shutdowns of one or more of our tenants’ manufacturing facilities or distribution centers, temporary or long-term disruptions in our tenants’ supply chains from local, national and international suppliers or delays in the delivery of products, services or other materials necessary for our tenants’ operations, which could force our tenants to reduce, delay or eliminate offerings of their products and services, reduce or eliminate their revenues and liquidity and/or result in their bankruptcy or insolvency;
•our ability to avoid delays, including as a result of disruptions in supply chains, or cost increases associated with building materials or construction services necessary for construction that could adversely impact our ability to continue or complete construction as planned, on budget or at all;
•our and our tenants’ ability to manage our respective businesses to the extent our and their management or personnel are impacted in significant numbers by the COVID-19 pandemic and are not willing, available or allowed to conduct work; and
•our and our tenants’ ability to ensure business continuity in the event our continuity of operations plan is not effective or improperly implemented or deployed during the COVID-19 pandemic.
The ongoing COVID-19 pandemic, including the spread of new variants and restrictions intended to prevent its spread, and the current financial, economic and capital markets environment and future developments in these and other areas present material risks and uncertainties with respect to our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders and could also have a material adverse effect on the market value of our securities. Moreover, to the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks set forth in this “Risk Factors” section.
Global market, economic and geopolitical conditions may adversely affect our business, results of operations, liquidity and financial condition and those of our tenants. Our business may be adversely affected by global market, economic and geopolitical conditions, including general global economic and political uncertainty and dislocations in the credit markets. If these conditions become more volatile or worsen, our and our tenant’s business, results of operations, liquidity and financial condition and those of our tenants may be adversely affected as a result of the following consequences, among others:
•the financial condition of our tenants, many of which are technology; life science and healthcare; finance, insurance and real estate; media and professional business and other service firms, may be adversely affected, which may result in tenant defaults under leases due to bankruptcy, lack of liquidity, operational failures or for other reasons;
•significant job losses in the financial and professional services industries may occur, which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted;
•our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from our acquisition and development activities and increase our future interest expense;
•reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; and
20
•one or more lenders under the Operating Partnership’s unsecured revolving credit facility could refuse to fund their financing commitment to us or could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.
All of our properties are located in California, and greater Seattle, Washington and Austin, Texas and we may therefore be susceptible to adverse economic conditions and regulations, as well as natural disasters, in those areas. Because all of our properties are concentrated in California, and greater Seattle, Washington and Austin, Texas, we may be exposed to greater economic risks than if we owned a more geographically dispersed portfolio. Further, within California, our properties are concentrated in Greater Los Angeles, San Diego County and the San Francisco Bay Area, exposing us to risks associated with those specific areas. We are susceptible to adverse developments in the economic and regulatory environments of California and greater Seattle (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes, costs of complying with governmental regulations or increased regulation and other factors), as well as adverse weather conditions and natural disasters that occur in those areas (such as earthquakes, wind, landslides, droughts, fires, floods and other events). For example, many of our assets are in zones that have been impacted by drought and, as such, face the risk of increased water costs and potential fines and/or penalties for high consumption. In addition, California is also regarded as more litigious and more highly regulated and taxed than many other states, which may reduce demand for office space in California.
Any adverse developments in the economy or real estate market in California and the surrounding region, or in greater Seattle or Austin, Texas or any decrease in demand for office space resulting from the California or greater Seattle or Austin, Texas regulatory or business environment could impact our ability to generate revenues sufficient to meet our operating expenses or other obligations, which would adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
Our performance and the market value of our securities are subject to risks associated with our investments in real estate assets and with trends in the real estate industry. Our economic performance and the value of our real estate assets and, consequently the market value of the Company’s securities, are subject to the risk that our properties may not generate revenues sufficient to meet our operating expenses or other obligations. A deficiency of this nature would adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
Events and conditions applicable to owners and operators of real estate that are beyond our control and could impact our economic performance and the value of our real estate assets may include:
•local oversupply or reduction in demand for office, mixed-use or other commercial space, which may result in decreasing rental rates and greater concessions to tenants;
•inability to collect rent from tenants;
•vacancies or inability to rent space on favorable terms or at all;
•inability to finance property development and acquisitions on favorable terms or at all;
•increased operating costs, including insurance premiums, utilities and real estate taxes;
•costs of complying with changes in governmental regulations;
•the relative illiquidity of real estate investments;
•declines in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing;
•changing submarket demographics;
21
•changes in space utilization by our tenants due to technology, economic conditions and business culture;
•the development of harmful mold or other airborne toxins or contaminants that could damage our properties or expose us to third-party liabilities; and
•property damage resulting from seismic activity or other natural disasters.
We depend upon significant tenants, and the loss of a significant tenant could adversely affect our financial condition, results of operations, ability to borrow funds and cash flows. As of December 31, 2019,2021, our 15 largest tenants represented approximately 49.6%47.4% of total annualized base rental revenues. See further discussion on the composition of our tenants by industry and our largest tenants under “Item 2. Properties —Significant Tenants.”
Our financial condition, results of operations, ability to borrow funds and cash flows would be adversely affected if any of our significant tenants fails to renew its lease(s), renew its lease(s) on terms less favorable to us, or becomes bankrupt or insolvent or otherwise unable to satisfy its lease obligations.
The bankruptcy or insolvency of a major tenant also may adversely affect the income produced by our properties. If any tenant becomes a debtor in a case under federal bankruptcy law, we cannot evict the tenant solely because of the bankruptcy. In addition, the bankruptcy court might permit the tenant to reject and terminate its lease with us. Our
claim against the tenant for unpaid and future rent could be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease. Therefore, our claim for unpaid rent would likely not be paid in full. Any losses resulting from the bankruptcy of any of our existing tenants could adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
A large percentage of our tenants operate in a concentrated group of industries and downturns in these industries could adversely affect our financial condition, results of operations and cash flows. As of December 31, 2019,2021, as a percentage of our annualized base rental revenue for the stabilized portfolio, 51%56% of our tenants operated in the technology industry, 15%17% in the life science and health care industries, 13%10% in the media industry, 8%7% in the finance, insurance and real estate industries, 5%4% in the professional, business and other services industries and 8%6% in other industries. As we continue our development and potential acquisition activities in markets populated by knowledge and creative based tenants in the technology and media industries, our tenant mix could become more concentrated, further exposing us to risks associated with those industries. For a further discussion of the composition of our tenants by industry, see “Item 2. Properties —Significant Tenants.” An economic downturn in any of these industries, or in any industry in which a significant number of our tenants currently or may in the future operate, could negatively impact the financial condition of such tenants and cause them to fail to make timely rental payments or default on lease obligations, fail to renew their leases or renew their leases on terms less favorable to us, become bankrupt or insolvent, or otherwise become unable to satisfy their obligations to us. As a result, a downturn in an industry in which a significant number of our tenants operate could adversely affect our financial conditions, result of operations and cash flows.
We may be unable to renew leases or re-lease available space. Most of our income is derived from the rent earned from our tenants. We had office space representing approximately 5.4%8.1% of the total square footage of our stabilized office properties that was not occupied as of December 31, 2019.2021. In addition, leases representing approximately 7.7%5.8% and 6.8%11.1% of the leased rentable square footage of our properties are scheduled to expire in 20202022 and 2021,2023, respectively. Of the leases scheduled to expire in 20202022 and 2021, 28%2023, 27% and 21%1% of the rentable square footage scheduled to expire was re-leased, respectively, as of December 31, 2019.2021. Above market rental rates on some of our properties may force us to renew or re-lease expiring leases at rates below current lease rates. We cannot provide any assurance that leases will be renewed, available space will be re-leased or that our rental rates
22
will be equal to or above the current rental rates. If the average rental rates for our properties decrease, existing tenants do not renew their leases, or available space is not re-leased, our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders could be adversely affected. For additional information on our scheduled lease expirations, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors That May Influence Future Results of Operations.”
We are subject to governmental regulations that may affect the development, redevelopment and use of our properties. Our properties are subject to regulation under federal laws, such as the Americans with Disabilities Act of 1990 (the “ADA”), pursuant to which all public accommodations must meet federal requirements related to access and use by disabled persons, and state and local laws addressing earthquake, fire and life safety requirements. Although we believe that our properties substantially comply with requirements under applicable governmental regulations, none of our properties have been audited or investigated for compliance by any regulatory agency. If we were not in compliance with material provisions of the ADA or other regulations affecting our properties, we might be required to take remedial action, which could include making modifications or renovations to our properties. Federal, state, or local governments may also enact future laws and regulations that could require us to make significant modifications or renovations to our properties. If we were to incur substantial costs to comply with the ADA or any other regulations, our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders could be adversely affected.
Our properties are subject to land use rules and regulations that govern our development, redevelopment and use of our properties, such as Title 24 of the California Code of Regulations (“Title 24”), which prescribes building energy efficiency standards for residential and nonresidential buildings in the State of California. If we were not in compliance with material provisions of Title 24 or other regulations affecting our properties, we might be required to take remedial action, which could include making modifications or renovations to our properties. Changes in the existing land use rules and regulations and approval process that restrict or delay our ability to develop, redevelop or use our properties
We face significant competition, which may decrease the occupancy and rental rates of our properties. We compete with several developers, owners and operators of office, undeveloped land and other commercial real estate, including mixed-use and residential real estate, many of which own properties similar to ours in the same submarkets in which our properties are located but which have lower occupancy rates than our properties. Therefore, our competitors have an incentive to decrease rental rates until their available space is leased. If our competitors offer space at rental rates below the rates currently charged by us for comparable space, we may be pressured to reduce our rental rates below those currently charged in order to retain tenants when our tenant leases expire. As a result, our financial condition, results of operations, cash flow, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders may be adversely affected.
In order to maintain the quality of our properties and successfully compete against other properties, we must periodically spend money to maintain, repair and renovate our properties, which reduces our cash flows. If our properties are not as attractive to current and prospective tenants in terms of rent, services, condition or location as properties owned by our competitors, we could lose tenants or suffer lower rental rates. As a result, we may from time to time be required to make significant capital expenditures to maintain the competitiveness of our properties. There can be no assurances that any such expenditure would result in higher occupancy or higher rental rates, or deter existing tenants from relocating to properties owned by our competitors.
Potential casualty losses, such as earthquake losses, may adversely affect our financial condition, results of operations and cash flows. We carry comprehensive liability, fire, extended coverage, rental loss, and terrorism insurance covering all of our properties. Management believes the policy specifications and insured limits are appropriate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for generally uninsurable losses such as loss from riots or acts of God. In addition, all of our West Coast properties
23
are located in earthquake-prone areas. We carry earthquake insurance on our properties in an amount and with deductibles that management believes are commercially reasonable. However, the amount of our earthquake insurance coverage may not be sufficient to cover losses from earthquakes. We may also discontinue earthquake insurance on some or all of our properties in the future if the cost of premiums for earthquake insurance exceeds the value of the coverage discounted for the risk of loss. If we experience a loss that is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Further, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if the properties were irreparable.
We may not be able to rebuild our existing properties to their existing specifications if we experience a substantial or comprehensive loss of such properties. In the event that we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications. Further, reconstruction or improvement of such property could potentially require significant upgrades to meet zoning and building code requirements or be subject to environmental and other legal restrictions.
Our business is subject to risks associated with climate change and our sustainability strategies. Climate change could trigger extreme weather and changes in precipitation, temperature, and air quality, all of which may result in physical damage to, or a decrease in demand for, our properties located in the areas affected by these conditions. Should the impact of climate change be severe or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected.
Recognizing the importance of climate change and reducing our greenhouse gas impact on the environment, as part of our sustainability strategies, include a commitment to achievingwe achieved carbon neutral operations by December 31, 2020.in 2020 per the commitment we made in 2018. This means that the entirety of our scope 1 and scope 2 emissions will beare now offset by this date through a combination of energy efficiency measures and both onsite and offsite renewables. Scope 1 emissions represent those produced by onsite natural gas consumption procured by us, and Scope 2 emissions represent those produced by onsite electricity consumption procured by us. Our own efforts to reduce our greenhouse gas impact on the environment and/or comply with changes in federal and state laws and regulations on climate change could result in significant capital expenditures to improve the energy efficiency of our existing properties or properties we may acquire. Changes to such law and regulations could also result in increased operating costs at our properties (for example, through increased utility costs). Moreover, if we are unable to achievemaintain carbon neutral operations by our targeted date or comply with laws and regulations on climate change, our reputation among our tenants and investors may be damaged and we may incur fines and/or penalties.
Our properties are located in West Coast markets of the United States.States and in Austin, Texas. To the extent that climate change impacts changes in weather patterns, our markets could experience increases in extreme weather and rising sea levels. For example, many of our assets are in zones that have been impacted by drought and, as such, face the risk of increased water costs and potential fines and/or penalties for high consumption. We endeavor to mitigateunderstand these risks through the use of climate change modeling analysis. We mitigate risks uncovered through this analysis through, for example, comprehensive, proactive water reduction efforts throughout our portfolio, including domestic fixture upgrades, cooling tower optimizations, a comprehensive leak detection program and irrigation systems retrofits. We also incorporate green lease language into 100% of our new leases, includingand the majority of our leases also include a cost recoverrecovery clause for resource-efficiency related capital expenditures, in full-service gross leases, which aim to align our and our tenant’s interests on energy, water and waste efficiency. In addition, we are building our current development projects to LEED specifications, and all of our office
development projects are now designed to achieve LEED certification, either LEED Platinum or Gold. However, there can be no assurances that we will successfully mitigate the risk of increased water costs and potential fines and/or penalties for high consumption or that we will be able to fully recoup any capital expenditures we incur in connection with our green leases. Moreover, there can be no assurance that our development projects will be able to achieve the anticipated LEED certifications or that any of our sustainability strategies will result in reduced operating costs, higher occupancy or higher rental rates or deter our existing tenants from relocating to properties owned by our competitors. Over time, these conditions could result in declining demand for space at our properties or in our inability to operate the buildings as currently intended or at all. Climate change may also have indirect effects on our business by increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable or at all, or by increasing the cost of energy or water. There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.
24
We are subject to environmental and health and safety laws and regulations, and any costs to comply with, or liabilities arising under, such laws and regulations could be material. As an owner, operator, manager, acquirer and developer of real properties, we are subject to environmental and health and safety laws and regulations. Certain of these laws and regulations impose joint and several liability, without regard to fault, for investigation and clean-up costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. At some of our properties, there are asbestos-containing materials, or tenants routinely handle hazardous substances as part of their operations. In addition, historical operations and conditions, including the presence of underground storage tanks, various site uses that involved hazardous substances, the landfilling of hazardous substances and solid waste, and migration of contamination from other sites, have caused soil or groundwater contamination at or near some of our properties. Although we believe that the prior owners of the affected properties or other persons may have conducted remediation of known contamination at many of these properties, not all such contamination has been remediated, further clean-up or environmental closure activities at certain of these properties is or may be required, and residual contamination could pose environmental, health, and safety risks if not appropriately addressed. We may need to investigate or remediate contaminated soil, soil gas, landfill gas, and groundwater, and we may also need to conduct landfill closure and post-closure activities, including, for example, the implementation of groundwater and methane monitoring systems and impervious cover, and the costs of such work could exceed projected or budgeted amounts. To protect the health and safety of site occupants and others, we may be required to implement and operate safeguards, including, for example, vapor intrusion mitigation systems and building protection systems to address methane. We may need to modify our methods of construction or face increased construction costs as a result of environmental conditions, and we may face obligations under agreements with governmental authorities with respect to the management of such environmental conditions. If releases from our sites migrate offsite, or if our site redevelopment activities cause or contribute to a migration of hazardous substances, neighbors or others could make claims against us, such as for property damage, personal injury, cost recovery, or natural resources damage. As of December 31, 2019,2021, we had accrued environmental remediation liabilities of approximately $80.7$75.2 million recorded on our consolidated balance sheets in connection with certain of our in-process and future development projects. The accrued environmental remediation liabilities represent the costs we estimate we will incur when we commence development at various development acquisition sites. These estimates, which we developed with the assistance of third party experts, consist primarily of the removal of contaminated soil, performing environmental closure activities, construction remedial systems, and other related costs since we are required to dispose of any existing contaminated soil, and sometimes perform other environmental closure or remedial activities, when we develop new office properties asat these sites. It is possible that we could incur additional environmental remediation costs in connection with future development projects. However, potential additional environmental costs cannot be reasonably estimated at this time and certain changes in estimates could occur as the site conditions, final project timing, design elements, actual soil conditions and other aspects of the projects, which may depend upon municipal and other approvals beyond the control of the Company, are determined. Unknown or unremediated contamination or compliance with existing or new environmental or health and safety laws and regulations could require us to incur costs or liabilities that could be material. See “Item 1. Business —Environmental Regulations and Potential Liabilities” and Note 18 “Commitments and Contingencies” to our consolidated financial statements included in this report.
We may be unable to complete acquisitions and successfully operate acquired properties. We continually evaluate the market of available properties and may continue to acquire office or mixed-use properties and undeveloped land when strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate them is subject to various risks, including the following:
•we may potentially be unable to acquire a desired property because of competition from other real estate investors with significant capital, including both publicly traded and private REITs, institutional investment funds and other real estate investors;
•even if we are able to acquire a desired property, competition from other real estate investors may significantly increase the purchase price;
•even if we enter into agreements for the acquisition of a desired property, we may be unable to complete such acquisitions because they remain subject to customary conditions to closing, including the completion of due diligence investigations to management’s satisfaction;
25
•we may be unable to finance acquisitions on favorable terms or at all;
•we may spend more than budgeted amounts in operating costs or to make necessary improvements or renovations to acquired properties;
•we may lease acquired properties at economic lease terms different than projected;
•we may acquire properties that are subject to liabilities for which we may have limited or no recourse; and
•we may be unable to complete an acquisition after making a nonrefundable deposit and incurring certain other acquisition-related costs.
If we cannot finance property acquisitions on favorable terms or operate acquired properties to meet financial expectations, our financial condition, results of operations, cash flows, the quoted trading price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders could be adversely affected.
There are significant risks associated with property acquisition, development and redevelopment. We may be unable to successfully complete and operate acquired, developed and redeveloped properties, and it is possible that:
•we may be unable to lease acquired, developed or redeveloped properties on lease terms projected at the time of acquisition, development or redevelopment or within budgeted timeframes;
•the operating expenses at acquired, developed or redeveloped properties may be greater than projected at the time of acquisition, development or redevelopment, resulting in our investment being less profitable than we expected;
•we may not commence or complete development or redevelopment properties on schedule or within budgeted amounts or at all;
•we may not be able to develop or redevelop the estimated square footage and other features of our development and redevelopment properties;
•we may suspend development or redevelopment projects after construction has begun due to changes in economic conditions or other factors, and this may result in the write-off of costs, payment of additional costs or increases in overall costs when the development or redevelopment project is restarted;
•we may expend funds on and devote management’s time to acquisition, development or redevelopment properties that we may not complete and as a result we may lose deposits or fail to recover expenses already incurred;
•we may encounter delays or refusals in obtaining all necessary zoning, land use, and other required entitlements, and building, occupancy, and other required governmental permits and authorizations;
•we may encounter delays or unforeseen cost increases associated with building materials or construction services resulting from trade tensions, disruptions, tariffs, duties or restrictions or an outbreak of an epidemic or pandemic;
•we may encounter delays, refusals, unforeseen cost increases and other impairments resulting from third-party litigation; and
•we may fail to obtain the financial results expected from properties we acquire, develop or redevelop.
If one or more of these events were to occur in connection with our acquired properties, undeveloped land, or development or redevelopment properties under construction, we could be required to recognize an impairment loss.
26
These events could also have an adverse impact on our financial condition, results of operations, cash flow, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
While we historically have acquired, developed and redeveloped office properties in California markets, over the past few years we have acquired properties in greater Seattle, where we currently have eightnine stabilized office properties, one development project under constructionin the tenant improvement phase and one recently acquired future development project, and on June 22, 2021, we completed the acquisition of a development project in the tenant improvement phase in Austin, Texas. We may in the future acquire, develop or redevelop properties for other uses and expand our business to other geographic regions where we expect the development or acquisition of property to result in favorable risk-adjusted returns on our investment. Presently, we do not possess the same level of familiarity with Austin and other markets outside markets,of California, which could adversely affect our ability to acquire, develop or redevelop properties, or to achieve expected performance.performance and amplify our exposure to the other risks notes above.
We face risks associated with the development of mixed-use commercial properties. We are currently developing, and in the future may develop, properties either alone or through joint ventures that are known as “mixed-use” developments. This means that in addition to the development of office space, the project may also include space for residential, retail or other commercial purposes. Generally, we have less experience developing and managing non-officenon-office/life science real estate. As a result, if a development project includes non-officenon-office/life science space, we may develop that space ourselves or seek to partner with a third-party developer with more experience. If we do not partner with such a developer, or if we choose to develop the space ourselves, we would be exposed to specific risks associated with the development and ownership of non-officenon-office/life science real estate. In addition, if we elect to participate in the development through a joint venture, we may be exposed to the risks associated with the failure of the other party to complete the development as expected, which could require that we identify another joint venture partner and/or complete the project ourselves (including providing any necessary financing). In the case of residential properties, these risks include competition for prospective tenants from other operators whose properties may be perceived to offer a better location or better amenities or whose rent may be perceived as a better value given the quality, location and amenities that the tenant seeks. With residential properties, we will also compete against apartments, condominiums and single-family homes that are for sale or rent. Because we have less experience with residential properties, we may retain third parties to manage these properties. IfAs such, we decide to wholly own a non-office project and hire a third-party manager, we could beare dependent on that partythese third parties and itstheir key personnel to provide services to us, and we may not find a suitable replacement if the management agreement is terminated, or if key personnel leave or otherwise become unavailable to us.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers' financial condition, and disputes between us and our co-venturers and could expose us to potential liabilities and losses. In addition to the 100 First LLC and 303 Second LLC strategic ventures and the Redwood City Partners, LLC venture, we may continue to co-invest in the future with third parties through partnerships, joint ventures or other entities, or through acquiring non-controlling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity, which may subject us to risks that may not be present with other methods of ownership, including the following:
•we would not be able to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity, which would allow for impasses on decisions that could restrict our ability to sell or transfer our interests in such entity or such entity’s ability to transfer or sell its assets;
•partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions, which could delay construction or development of a property or increase our financial commitment to the
partnership or joint venture;
•partners or co-venturers may pursue economic or other business interests, policies or objectives that are competitive or inconsistent with ours;
•if we become a limited partner or non-managing member in any partnership or limited liability company, and such entity takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity;
27
•disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business; and
•we may, in certain circumstances, be liable for the actions of our third-party partners or co-venturers.
We own certain properties subject to ground leases and other restrictive agreements that limit our uses of the properties, restrict our ability to sell or otherwise transfer the properties and expose us to the loss of the properties if such agreements are breached by us, terminated or not renewed. As of December 31, 2019,2021, we owned fourteen office buildings, one of which is a 734,000 square foot development project in the tenant improvement phase, located on various land parcels and in various regions, which we lease individually on a long-term basis. As of December 31, 2019,2021, we had approximately2.0 1.6 million aggregate rentable square feet, or 15.2%10.1% of our total stabilized portfolio, of rental space located on these leased parcels and we may in the future invest in additional properties that are subject to ground leases or other similar restrictive arrangements. Many of these ground leases and other restrictive agreements impose significant limitations on our uses of the subject property, restrict our ability to sell or otherwise transfer our interests in the property or restrict our leasing of the property. These restrictions may limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to find suitable tenants for the properties. In addition, if we default under the terms of any particular lease, we may lose the ownership rights to the property subject to the lease. Upon expiration of a lease, we may not be able to renegotiate a new lease on favorable terms, if at all. The loss of the ownership rights to these properties or an increase of rental expense could have an adverse effect on our financial condition, results of operations, cash flow, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
Real estate assets are illiquid, and we may not be able to sell our properties when we desire. Our investments in our properties are relatively illiquid, limiting our ability to sell our properties quickly in response to changes in economic or other conditions. In addition, the Code generally imposes a 100% prohibited transaction tax on the Company on profits derived from sales of properties held primarily for sale to customers in the ordinary course of business, which effectively limits our ability to sell properties other than on a selected basis. These restrictions on our ability to sell our properties could have an adverse effect on our financial condition, results of operations, cash flow, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
We may invest in securities related to real estate, which could adversely affect our ability to pay dividends and distributions to our security holders. We may purchase securities issued by entities that own real estate and may, in the future, also invest in mortgages. In general, investments in mortgages are subject to several risks, including:
•borrowers may fail to make debt service payments or pay the principal when due;
•the value of the mortgaged property may be less than the principal amount of the mortgage note securing the property; and
•interest rates payable on the mortgages may be lower than our cost for the funds used to acquire these mortgages.
Owning these securities may not entitle us to control the ownership, operation and management of the underlying real estate. In addition, we may have no control over the distributions with respect to these securities, which could adversely affect our ability to pay dividends and distributions to our security holders.
We face risks associated with short-term liquid investments. From time to time, we have significant cash balances that we invest in a variety of short-term investments that are intended to preserve principal value and maintain a high degree of liquidity while providing current income. These investments may include (either directly or indirectly):
•direct obligations issued by the U.S. Treasury;
28
•obligations issued or guaranteed by the U.S. government or its agencies;
•taxable municipal securities;
•obligations (including certificates of deposits) of banks and thrifts;
•commercial paper and other instruments consisting of short-term U.S. dollar denominated obligations issued by corporations and banks;
•repurchase agreements collateralized by corporate and asset-backed obligations;
•both registered and unregistered money market funds; and
•other highly rated short-term securities.
Investments in these securities and funds are not insured against loss of principal. Under certain circumstances we may be required to redeem all or part of our investment, and our right to redeem some or all of our investment may be delayed or suspended. In addition, there is no guarantee that our investments in these securities or funds will be redeemable at par value. A decline in the value of our investment or a delay or suspension of our right to redeem may have a material adverse effect on our results of operations or financial condition.
Our property taxes could increase due to reassessment or property tax rate changes. We are required to pay state and local taxes on our properties. In addition, the real property taxes on our properties may increase as our properties are reassessed by taxing authorities or as property tax rates change. For example, under a current California law commonly referred to as “Proposition 13,” property tax reassessment generally occurs as a result of a “change in ownership” of a property, as specifically defined for purposes of those rules. Because the property taxing authorities may not determine whether there has been a “change in ownership” or the actual reassessed value of a property for a period of time after a transaction has occurred, we may not know the impact of a potential reassessment for a considerable amount of time following a particular transaction or construction of a new property. Therefore, the amount of property taxes we are required to pay could increase substantially from the property taxes we currently pay or have paid in the past, including on a retroactive basis. In addition, from time to time voters and lawmakers have announced initiatives to repeal or amend Proposition 13 to eliminate its application to commercial property and/or introduce split tax roll legislation. Such initiatives, if successful, would increase the assessed value and/or tax rates applicable to commercial property in California, including our properties. An increase in the assessed value of our properties or our property tax rates could adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting. The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, or otherwise adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems. We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign
29
governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems), and, in some cases, may be critical to the operations of certain of our tenants. There
The Audit Committee of our Board of Directors oversees our risk management processes related to cybersecurity. It meets no less frequently than annually with our IT personnel and senior management to discuss recent trends in cyber risks and our strategy to defend our IT networks, business and building systems and information against cyber attacks and intrusions. Under the oversight of the Audit Committee, we implemented our cybersecurity standards and overall program by reference to the National Institute of Standards and Technology (“NIST”) Cyber Security Framework. As part of our overall cybersecurity program:
•we have implemented a continuous improvement methodology including, but not limited to, ongoing enhancements to processes and controls, quarterly control reviews, annual policy reviews, annual penetration tests and annual investments in our security infrastructure;
•we annually assess our cybersecurity program against the NIST framework and periodically engage an outside consulting firm to conduct the assessment; and
•we conduct regular cybersecurity awareness training exercises for our employees and primary on-site providers, including ongoing phishing simulations to raise awareness of spoofed or manipulated electronic communications and other critical security threats.
However, there can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging. Like other businesses, we have been and expect to continue to be subject to unauthorized access, mishandling or misuse, computer viruses or malware, cyber attacks and other events of varying degrees. Historically, these events have not adversely affected our operations or business and were not individually or in the aggregate material.
However, in the future, events such as these or other significant disruptions involving our IT networks and related systems could, among other things:
•result in unauthorized access to, destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, including personally identifiable and account information that could be used to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
•result in unauthorized access to or changes to our financial accounting and reporting systems and related data;
•result in the theft of funds;
•result in our inability to maintain building systems relied on by our tenants;
•require significant management attention and resources to remedy any damage that results;
•subject us to regulatory penalties or claims for breach of contract, damages, credits, penalties or terminations of leases or other agreements; or
•damage our reputation among our tenants and investors.
These events could have an adverse impact on our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
30
The actual density of our undeveloped land holdings and/or any particular land parcel may not be consistent with our potential density estimates. As of December 31, 2019,2021, we estimate that our fivesix future development sites, representing approximately 6159 gross acres of undeveloped land, provide more than 6.05.5 million square feet of potential density. We caution you not to place undue reliance on the potential density estimates for our undeveloped land holdings and/or any particular land parcel because they are based solely on our estimates, using data currently available to us, and our business plans as of December 31, 2019.2021. The actual density of our undeveloped land holdings and/or any particular land parcel may differ substantially from our estimates based on numerous factors, including our inability to obtain necessary zoning, land use and other required entitlements, as well as building, occupancy and other required governmental permits and authorizations, and changes in the entitlement, permitting and authorization processes that restrict or delay our ability to develop, redevelop or use undeveloped land holdings at anticipated density levels. Moreover, we may strategically choose not to develop, redevelop or use our undeveloped land holdings to their maximum potential density or may be unable to do so as a result of factors beyond our control, including our ability to obtain capital on terms that are acceptable to us, or at all, to fund our development and redevelopment activities. We can provide no assurance that the actual density of our undeveloped land holdings and/or any particular land parcel will be consistent with our potential density estimates. For additional information on our development program, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors That May Influence Future Results of Operations.”
Loss of our key personnel could harm our operations and financial performance and adversely affect the quoted trading price of our securities. The leadership and performance of John Kilroy, the Chairman of our executiveboard of directors and senior officers playour Chief Executive Officer, plays a key role in the success of the Company. They areHe is integral to the Company’s success for many reasons, including that eachhe has a strong national orand regional reputation in our industry and investment community. In addition, they havehe has significant relationships with investors, lenders, tenants and industry personnel, which benefit the Company.
If workers providing services at our properties were to engage in a strike or other work stoppage or interruption, our business, results of operations, financial condition and liquidity could be materially adversely affected. Although we believe that our relations with our service providers are good, if disputes with our service providers arise or if workers providing services at our properties engage in a strike or other work stoppage or interruption, we could experience a significant disruption of, or inefficiencies in, our operations or at our properties or incur higher labor costs, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.
Risks Related to Our Indebtedness
We may not be able to meet our debt service obligations. As of December 31, 2021, we had approximately $4.1 billion aggregate principal amount of indebtedness, of which $5.6 million in principal payments will be paid during the year ended December 31, 2022. Our total debt at December 31, 2021 represented 34.4% of our total market capitalization (which we define as the aggregate of our long-term debt and the market value of the Company’s common stock and the Operating Partnership’s common units of limited partnership interest, or common units, based on the closing price per share of the Company’s common stock as of that date). For the calculation of our market capitalization and additional information on debt maturities, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources of the Company —Capitalization” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources of the Operating Partnership —Liquidity Uses.”
Our ability to make payments on and to refinance our indebtedness and to fund our operations, working capital, and capital expenditures, depends on our ability to generate cash flow in the future. Our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory, environmental and other factors, many of which are beyond our control.
The instruments and agreements governing some of our outstanding indebtedness (including borrowings under the Operating Partnership’s unsecured revolving credit facility and note purchase agreements) contain provisions that require us to repurchase for cash or repay that indebtedness under specified circumstances or upon the occurrence of specified events (including upon the acquisition by any person or group of more than a specified percentage of the aggregate voting power of all the Company’s issued and outstanding voting stock, upon certain
31
changes in the composition of a majority of the members of the Company’s board of directors, if the Company or one of its wholly-owned subsidiaries ceases to be the sole general partner of the Operating Partnership or if the Company ceases to own, directly or indirectly, at least 60% of the voting equity interests in the Operating Partnership), and our future debt agreements and debt securities may contain similar provisions or may require that we repay or repurchase or offer to repurchase for cash the applicable indebtedness under specified circumstances or upon the occurrence of specified changes of control of the Company or the Operating Partnership or other events. We may not have sufficient funds to pay our indebtedness when due (including upon any such required repurchase, repayment or offer to repurchase), and we may not be able to arrange for the financing necessary to make those payments or repurchases on favorable terms or at all. In addition, our ability to make required payments on our indebtedness when due (including upon any such required repurchase, repayment or offer to repurchase) may be limited by the terms of other debt instruments or agreements. Our failure to pay amounts due in respect of any of our indebtedness when due would generally constitute an event of default under the instrument governing that indebtedness, which could permit the holders of that indebtedness to require the immediate repayment of that indebtedness in full and, in the case of secured indebtedness, could allow them to sell the collateral securing that indebtedness and use the proceeds to repay that indebtedness. Moreover, any acceleration of or default in respect of any of our indebtedness could, in turn, constitute an event of default under other debt instruments or agreements, thereby resulting in the acceleration and required repayment of that other indebtedness. Any of these events could materially adversely affect our ability to make payments of principal and interest on our indebtedness when due and could prevent us from making those payments altogether.
We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness or to fund our other liquidity needs, including cash distributions to stockholders necessary to maintain the Company’s REIT qualification. Additionally, if we incur additional indebtedness in connection with future acquisitions or for any other purpose, our debt service obligations could increase.
We may need to refinance all or a portion of our indebtedness on or before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:
•our financial condition, results of operations and market conditions at the time; and
•restrictions in the agreements governing our indebtedness.
As a result, we may not be able to refinance our indebtedness on commercially reasonable terms or at all. If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings or proceeds of asset sales or other sources of cash are not available to us, we may not have sufficient cash to enable us to meet all of our obligations. Accordingly, if we cannot service our indebtedness, we may have to take actions such as seeking additional equity financing, delaying capital expenditures, or entering into strategic acquisitions and alliances. Any of these events or circumstances could have a material adverse effect on our financial condition, results of operations, cash flows, the trading price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders. In addition, foreclosures could create taxable income without accompanying cash proceeds, which could require us to borrow or sell assets to raise the funds necessary to pay amounts due on our indebtedness and to meet the REIT distribution requirements discussed below, even if such actions are not on favorable terms.
The covenants in the agreements governing the Operating Partnership’s unsecured revolving credit facility and note purchase agreements may limit our ability to make distributions to the holders of our common stock. The Operating Partnership’s $1.1 billion unsecured revolving credit facility and note purchase agreements contain financial covenants that could limit the amount of distributions payable by us on our common stock and any preferred stock we may issue in the future. We rely on cash distributions we receive from the Operating Partnership to pay distributions on our common stock and any preferred stock we may issue in the future and to satisfy our other cash needs. The agreements governing the unsecured revolving credit facility and the note purchase agreements provide that, if the Operating Partnership fails to pay any principal of, or interest on, any borrowings or other amounts payable under such agreement when due or during any other event of default under such revolving credit facility and the unsecured private placement notes, the Operating Partnership may make only those partnership distributions that result in distributions to us in an amount sufficient to permit us to make distributions to our
32
stockholders that we reasonably believe are necessary to (a) maintain our qualification as a REIT for federal and state income tax purposes and (b) avoid the payment of federal or state income or excise tax. Any limitation on our ability to make distributions to our stockholders, whether as a result of these provisions in the unsecured revolving credit facility, the note purchase agreements or otherwise, could have a material adverse effect on the market value of our common stock.
A downgrade in our credit ratings could materially adversely affect our business and financial condition. The credit ratings assigned to the Operating Partnership’s debt securities and any preferred stock we may issue in the future could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any rating will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, these credit ratings do not apply to our common stock and are not recommendations to buy, sell or hold our common stock or any other securities. If any of the credit rating agencies that have rated the Operating Partnership’s debt securities or any preferred stock we may issue in the future downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a so-called “watch list” for a possible downgrading or lowering or otherwise indicates that its outlook for that rating is negative, it could have a material adverse effect on our costs and availability of capital, which could in turn have a material adverse effect on our financial condition, results of operations, cash flows, the trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
An increase in interest rates would increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance existing debt, conduct development, redevelopment and acquisition activity and recycle capital. As of December 31, 2021, we had a $1.1 billion unsecured revolving credit facility bearing interest at a variable rate on any amount drawn and outstanding. There was no amount outstanding on the revolving credit facility at December 31, 2021. However, we may borrow on the revolving credit facility or incur additional variable rate debt in the future. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve Board. If the Federal Reserve Board increases the federal funds rate, overall interest rates will likely rise. Interest rate increases would increase our interest costs for any variable rate debt and for new debt, which could in turn make the financing of any development, redevelopment and acquisition activity costlier. Rising interest rates could also limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to recycle capital and our portfolio promptly in response to changes in economic or other conditions.
We manage a portion of our exposure to interest rate risk by accessing debt with staggered maturities, and we may in the future mitigate this risk through the use of derivative instruments, including interest rate swap agreements or other interest rate hedging agreements, including swaps, caps and floors. While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risks that counter parties may fail to honor their obligations, that we could incur significant costs associated with the settlement of these agreements, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing REITs, that these agreements may cause us to pay higher interest rates on our debt obligations than would otherwise be the case and that underlying transactions could fail to qualify as highly-effective cash flow hedges under the accounting guidance. As a result, failure to hedge effectively against interest rate risk, if we choose to engage in such activities, could adversely affect our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
Risks Related to Our Organizational Structure
Our growth depends on external sources of capital that are outside of our control and the inability to obtain capital on terms that are acceptable to us, or at all, could adversely affect our financial condition and results of operations. The Company is required under the Code to distribute at least 90% of its taxable income (subject to certain adjustments and excluding any net capital gain), and the Operating Partnership is required to make distributions to the Company to allow the Company to satisfy these REIT distribution requirements. Because of these distribution requirements, the Operating Partnership is required to make distributions to the Company, and we
33
may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, management relies on
third-party sources of capital to fund our capital needs. We may not be able to obtain financing on favorable terms or at all. Any additional debt we incur will increase our leverage. Access to third-party sources of capital depends, in part, on general market conditions and the availability of credit, the market’s perception of our growth potential, our current and expected future earnings, our cash flows and cash distributions and the quoted trading price of our securities. If we cannot obtain capital from third-party sources, our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders may be adversely affected.
Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders. The Company may not withdraw as the Operating Partnership’s general partner or transfer its general partnership interest in the Operating Partnership without the approval of the holders of at least 60% of the units representing common limited partnership interests, including the common units held by the Company in its capacity as the Operating Partnership’s general partner. In addition, the Company may not engage in a merger, consolidation or other combination or the sale of substantially all of its assets or such similar transaction, without the approval of the holders of 60% of the common units, including the common units held by the Company in its capacity as the Operating Partnership’s general partner. The right of our common limited partners to vote on these transactions could limit our ability to complete a change of control transaction that might otherwise be in the best interest of all our security holders.
In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners. For as long asIf limited partners own at least 5% of all of the Operating Partnership’s partnership interests, we must obtain the approval of limited partners holding a majority of the units representing common limited partnership interests before we may dissolve. As of December 31, 2019,2021, limited partners owned approximately 1.9%1.0% of the Operating Partnership’s partnership interests, of which 0.7% was owned by John Kilroy. In addition, we agreed to use commercially reasonable efforts to minimize the tax consequences to certain common limited partners resulting from the repayment, refinancing, replacement, or restructuring of debt, or any sale, exchange, or other disposition of any of our other assets. The exercise of one or more of these approval rights by the limited partners could delay or prevent us from completing a transaction that may be in the best interest of all our security holders.
The Chairman of our board of directors and our President and Chief Executive Officer has substantial influence over our affairs. John Kilroy is the Chairman of our board of directors and our President and Chief Executive Officer. John Kilroy beneficially owned, as of December 31, 2019,2021, approximately 1.5%1.4% of the total outstanding shares of our common stock. The percentage of outstanding shares of common stock beneficially owned includes 274,256372,957 shares of common stock, 499,245530,913 restricted stock units (“RSUs”) that were vested and held by John Kilroy at December 31, 2019,2021, and assumes the exchange into shares of our common stock of the 783,192 common units of the Operating Partnership held by John Kilroy (which may be exchanged for an equal number of shares of our common stock).
Pursuant to the Company’s charter, no stockholder may own, actually or constructively, more than 7.0% (by value or by number of shares, whichever is more restrictive) of our outstanding common stock without obtaining a waiver from the board of directors. TheIn connection with the Company’s initial public offering, the board of directors has waived the ownership limits with respect to John Kilroy, members of his family and some of their affiliated entities. These named individuals and entities may own either actually or constructively, in the aggregate, up to 19.6% of our common stock, excluding Operating Partnership units that are exchangeable into shares of our common stock. Consequently, John Kilroy has substantial influence over the Company, and because the Company is the manager of the Operating Partnership, over the Operating Partnership, and could exercise his influence in a manner that is not in the best interest of our stockholders, noteholders or unitholders. Also, John Kilroy may, in the future, have a substantial influence over the outcome of any matters submitted to our stockholders or unitholders for approval.
There are restrictions on the ownership of the Company’s capital stock that limit the opportunities for a change of control at a premium to existing security holders. Provisions of the Maryland General Corporation Law, the Company’s charter and bylaws and the Operating Partnership’s partnership agreement may delay, deter, or prevent a change of control of the Company, or the removal of existing management. Any of these actions might prevent our
34
security holders from receiving a premium for their shares of common stock or common units over the then-prevailing market price of the shares of our common stock.
In order for the Company to qualify as a REIT under the Code, its stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of the Company’s stock may be owned, actually or constructively, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made). The Company’s charter contains restrictions on the ownership and transfer of its capital stock that are intended to assist the Company in complying with these requirements and continuing to qualify as a REIT. No single stockholder may own, either actually or constructively, absent a waiver from the board of directors, more than 7.0% (by value or by number of shares, whichever is more restrictive) of the Company’s outstanding common stock.
The constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than the applicable ownership limit of a particular class of the Company’s capital stock could, nevertheless, cause that individual or entity, or another individual or entity, to constructively own stock in excess of, and thereby subject such stock to, the applicable ownership limit.
The board of directors may waive the ownership limits if it is satisfied that the excess ownership would not jeopardize the Company’s REIT status and if it believes that the waiver would be in our best interest. The board of directors has waived the ownership limits with respect to John Kilroy, members of his family and some of their affiliated entities. These named individuals and entities may own either actually or constructively, in the aggregate, up to 19.6% of our outstanding common stock, excluding common units that are exchangeable into shares of common stock.
If anyone acquires shares in excess of any ownership limits without a waiver, the transfer to the transferee will be void with respect to the excess shares, the excess shares will be automatically transferred to a trust for the benefit of a qualified charitable organization, and the purported transferee or owner will have no rights with respect to those excess shares.
The Company’s charter contains provisions that may delay, deter or prevent a change of control transaction. The following provisions of the Company’s charter may delay or prevent a change of control over us, even if a change of control might be beneficial to our security holders, deter tender offers that may be beneficial to our security holders, or limit security holders’ opportunity to receive a potential premium for their shares and/or units if an investor attempted to gain shares beyond the Company’s ownership limits or otherwise to effect a change of control:
•the Company’s charter authorizes the board of directors to issue up to 30,000,000 shares of the Company’s preferred stock, including convertible preferred stock, without stockholder approval. The board of directors may establish the preferences, rights and other terms, including the right to vote and the right to convert into common stock any shares issued. The issuance of preferred stock could delay or prevent a tender offer or a change of control even if a tender offer or a change of control was in our security holders’ interest; and
•the Company’s charter states that any director, or the entire board of directors, may be removed from office at any time, but only for cause and then only by the affirmative vote of the holders of at least two thirds of the votes of the Company’s capital stock entitled to be cast in the election of directors.
The board of directors may change investment and financing policies without stockholder or unitholder approval. Our board of directors determines our major policies, including policies and guidelines relating to our acquisition, development and redevelopment activities, leverage, financing, growth, operations, indebtedness, capitalization and distributions to our security holders. Our board of directors may amend or revise these and other policies and guidelines from time to time without stockholder or unitholder approval. Accordingly, our stockholders and unitholders will have limited control over changes in our policies and those changes could adversely impact our
35
financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
We are not limited in our ability to incur debt. Our financing policies and objectives are determined by the board of directors. Our goal is to limit our dependence on leverage and maintain a conservative ratio of debt to total market capitalization. However, our organizational documents do not limit the amount or percentage of indebtedness, funded
or otherwise, that we may incur. As of December 31, 2019,2021, we had approximately $3.6$4.1 billion aggregate principal amount of indebtedness outstanding, which represented 28.3%34.4% of our total market capitalization. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources of the Company —Capitalization” for a calculation of our market capitalization. These ratios may be increased or decreased without the consent of our unitholders or stockholders. Increases in the amount of debt outstanding would result in an increase in our debt service costs, which could adversely affect cash flow and our ability to pay dividends and distributions to our security holders. Higher leverage also increases the risk of default on our obligations and limits our ability to obtain additional financing in the future.
We may issue additional common units and shares of capital stock without unitholder or stockholder approval, as applicable, which may dilute unitholder or stockholder investment. The Company may issue shares of our common stock, preferred stock or other equity or debt securities without stockholder approval, including the issuance of shares to satisfy REIT dividend distribution requirements. Similarly, the Operating Partnership may offer its common or preferred units for contributions of cash or property without approval by our stockholders or the Operating Partnership’s unitholders. Existing security holders have no preemptive rights to acquire any of these securities, and any issuance of equity securities under these circumstances may dilute a unitholder's or stockholder's investment.
Sales of a substantial number of shares of the Company’s securities, or the perception that this could occur, could result in decreasing the quoted trading price per share of the Company’s common stock and of the Operating Partnership’s publicly-traded notes. Management cannot predict whether future issuances of shares of the Company’s common stock, or the availability of shares for resale in the open market will result in decreasing the market price per share of the Company’s common stock. As of December 31, 2019, 106,016,2872021, 116,464,169 shares of the Company’s common stock were issued and outstanding.
As of December 31, 2019,2021, the Company had reserved for future issuance the following shares of common stock: 2,023,2871,150,574 shares issuable upon the exchange, at the Company’s option, of the Operating Partnership’s common units; approximately 0.41.4 million shares remained available for grant under our 2006 Incentive Award Plan (see Note 15 “Share-Based and Other Compensation” to our consolidated financial statements included in this report); approximately 1.61.3 million shares issuable upon settlement of time-based RSUs; and a maximum of 1.61.7 million shares contingently issuable upon settlement of RSUs subject to the achievement of market and/or performance conditions; and 9,000 shares issuable upon exercise of outstanding options.conditions. The Company has a currently effective registration statement registering 9.210.7 million shares of our common stock for possible issuance under our 2006 Incentive Award Plan. The Company has a currently effective registration statement registering 1,649,760 shares of our common stock for possible issuance to and resale by certain holders of the Operating Partnership’s common units. That registration statement also registers 94,441 shares of common stock held by John Kilroy for possible resale. In addition, as of December 31, 2019, various forward equity sale agreements remain to be settled for 3,147,110 shares of common stock sold by financial institutions acting as forward purchasers. Consequently, if and when the shares are issued, they may be freely traded in the public markets.
Risks Related to Taxes and the Company’s Status as a REIT
Loss of the Company’s REIT status would have significant adverse consequences to us and the value of the Company’s common stock. The Company currently operates in a manner that is intended to allow it to qualify as a REIT for federal income tax purposes under the Code. If the Company were to lose its REIT status, the Company would face adverse tax consequences that would substantially reduce the funds available for distribution to its stockholders for each of the years involved because:
36
•the Company would not be allowed a deduction for dividends paid to its stockholders in computing the Company’s taxable income and would be subject to regular U.S. federal corporate income tax at regular corporate rates;tax;
•the Company could be subject to increased state and local taxes; and
•unless entitled to relief under statutory provisions, the Company could not elect to be taxed as a REIT for four taxable years following the year during which the Company was disqualified.
In addition, if the Company failed to qualify as a REIT, it would not be required to make distributions to its stockholders. As a result of all these factors, the Company’s failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and could adversely affect the value and quoted trading price of the Company’s common stock.
Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the Code is greater in the case of a REIT that, like the Company, holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within our control may affect the Company’s ability to continue to qualify as a REIT. For example, to qualify as a REIT, at least 95% of the Company’s gross income in any year must be derived from qualifying sources. Also, the Company must make distributions to its stockholders aggregating annually at least 90% of the Company’s net taxable income (subject to certain adjustments and excluding any net capital gains). In addition, legislation, new regulations, administrative interpretations or court decisions may adversely affect the Company’s security holders or the Company’s ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments. Although management believes that we are organized and operate in a manner to permit the Company to continue to qualify as a REIT, we cannot provide assurances that the Company has qualified or will continue to qualify as a REIT for tax purposes. We have not requested and do not plan to request a ruling from the Internal Revenue Service (“IRS”) regarding the Company’s qualification as a REIT.
To maintain the Company’s REIT status, we may be forced to borrow funds during unfavorable market conditions. To qualify as a REIT, the Company generally must distribute to its stockholders at least 90% of the Company’s net taxable income each year (subject to certain adjustments and excluding any net capital gains), and the Company will be subject to regular corporate income taxes to the extent that it distributes less than 100% of its net capital gains or distributes at least 90%, but less than 100%, of its net taxable income each year. In addition, the Company will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions it pays in any calendar year are less than the sum of 85% of its ordinary income, 95% of its net capital gains, and 100% of its undistributed income from prior years. To maintain the Company’s REIT status and avoid the payment of federal income and excise taxes, the Operating Partnership may need to borrow funds and distribute or loan the proceeds to the Company so it can meet the REIT distribution requirements even if the then-prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from differences in timing between the actual receipt of income and inclusion of income for federal income tax purposes, or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.
If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable or if we are unable to identify and complete the acquisition of a suitable replacement property to effect a Section 1031 Exchange, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax deferred basis. When possible, we dispose of properties in transactions that are intended to qualify as Section 1031 Exchanges. It is possible that the qualification of a transaction as a Section 1031 Exchange could be successfully challenged and determined to be currently taxable or that we may be unable to identify
and complete the acquisition of a suitable replacement property to effect a Section 1031 Exchange. In such case, our taxable income and the Company’s earnings and profits wouldcould increase. This could increase the dividend income to ourthe Company’s stockholders by reducing any return of capital they received. In some circumstances, wethe Company may be required to pay additional dividends or, in lieu of that, corporate income tax, possibly including interest and penalties. As a result, we may be required to borrow funds in order to pay additional dividends or taxes and the payment of such taxes could cause us to have less cash available to distribute to ourthe Company’s stockholders. In addition, if a Section 1031 Exchange werewas later to be determined to be
37
taxable, we may be required to amend our tax returns for the applicable year in question, including any information reports we sent ourthe Company’s stockholders. Moreover, under the Tax Cuts and Jobs Act (the “2017 Tax Legislation”), for exchanges completed after December 31, 2017, unless the property was disposed of or received in the exchange on or before such date, Section 1031 of the Code permits exchanges of real property only. It is possible that additional legislation could be enacted that could further modify or repeal the laws with respect to Section 1031 Exchanges, which could make it more difficult or not possible for us to dispose of properties on a tax deferred basis.
Dividends payable by REITs, including us,the Company, generally do not qualify for the reduced tax rates available for some dividends. “Qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates generally are subject to tax at preferential rates. Subject to limited exceptions, dividends payable by REITs are not eligible for these reduced rates and are taxable at ordinary income tax rates. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the shares of our capital stock. However, non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning after December 31, 2017 and before January 1, 2026.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes. A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments. To qualify as a REIT for federal income tax purposes, wethe Company must continually satisfy tests concerning, among other things, the sources of ourits income, the nature and diversification of ourits assets, the amounts we distributeit distributes to ourits stockholders and the ownership of ourits capital stock. If we failthe Company fails to comply with one or more of the asset tests at the end of any calendar quarter, wethe Company must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing ourits REIT qualification and suffering adverse tax consequences. In order to meet these tests, we may be required to forego investments we might otherwise make or to liquidate otherwise attractive investments. Thus, compliance with the REIT requirements may hinder our performance and reduce amounts available for distribution to ourthe Company’s stockholders.
Legislative or regulatory action could adversely affect our stockholders or us. In recent years, numerous legislative, judicial and administrative changes have been made to the federal income tax laws applicable to investments in REITs and similar entities. Additional changes to tax laws are likely to continue to occur in the future, and any such changes may adversely impact ourthe Company’s ability to qualify as a REIT, ourits tax treatment as a REIT, our ability to comply with contractual obligations or the tax treatment of our stockholders and limited partners. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
38
ITEM 2. PROPERTIES
General
Our stabilized portfolio of operating properties was comprised of the following properties at December 31, 2019:2021:
| Number of Buildings | Rentable Square Feet | Number of Tenants | Percentage Occupied (1) | Percentage Leased | |||||||||||||||||||||||||
Stabilized Office Properties (2) | 120 | 15,456,528 | 422 | 91.9 | % | 93.9 | % | ||||||||||||||||||||||
Number of Buildings | Rentable Square Feet | Number of Tenants | Percentage Occupied | Percentage Leased | ||||||||||
| Stabilized Office Properties | 112 | 13,475,795 | 451 | 94.6 | % | 97.0 | % | |||||||
(1)Represents economic occupancy.
| Number of Buildings | Number of Units | 2018 Average Occupancy | ||||||
| Stabilized Residential Property | 1 | 200 | 82.4 | % | ||||
| Number of Properties | Number of Units | 2021 Average Occupancy | |||||||||||||||
| Stabilized Residential Properties | 3 | 1,001 | 78.0 | % | |||||||||||||
Our stabilized portfolio includes all of our properties with the exception of development and redevelopment properties currently committed for construction, under construction or in the tenant improvement phase, redevelopment properties under construction, undeveloped land, recently completed residential properties not yet stabilized and real estate assets held for sale. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs on the existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property. We define properties in the tenant improvement phase as office and retaillife science properties that we are developing or redeveloping where the project has reached cold shell condition and is ready for tenant improvements, which may require additional major base building construction before being placed in service. Projects in the tenant improvement phase are added to our stabilized portfolio once the project reaches the earlier of 95% occupancy or one year from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets at the historical cost of the property as the projects or phases of projects are placed in service.
During the year ended December 31, 2019,2021, we added one completedfour development projectprojects to our stabilized office portfolio consisting of 394,340six buildings totaling 1,109,509 square feet of office and life science space in San Diego and South San Francisco, California and 193 residential units in Hollywood, California. We did not have any properties held for sale at December 31, 2021. As of December 31, 2019,2021, the following properties were excluded from our stabilized portfolio. We did not have any
| Number of Properties/Projects | Estimated Rentable Square Feet (1) | ||||||||||
In-process development projects - tenant improvement (2) | 3 | 1,604,000 | |||||||||
| In-process development projects - under construction | 2 | 946,000 | |||||||||
In-process redevelopment projects - under construction (3) | 1 | 96,000 | |||||||||
________________________
(1)Estimated rentable square feet upon completion.
(2)Includes the development property acquired in Austin, Texas during the year ended December 31, 2021. Refer to Note 3 “Acquisitions” to our consolidated financial statements included in this report for additional information.
(3)Excludes the two committed redevelopment properties or properties held for saleprojects at December 31, 2019.2021, which are included in the stabilized portfolio since construction has not commenced.
Number of Properties/Projects | Estimated Rentable Square Feet (1) / Units | |||
In-process development projects - tenant improvement (2) | 2 | 846,000 | ||
In-process development projects - under construction (3) | 6 | 2,291,000 | ||
Completed residential development project (4) | 1 | 237 units | ||
Our stabilized portfolio also excludes our future development pipeline, which as of December 31, 2019,2021, was comprised of fivesix future development sites, representing approximately 6159 gross acres of undeveloped land.
As of December 31, 2019,2021, all of our properties, development projects and developmentredevelopment projects were owned and all of our business was conducted in the state of California with the exception of eightnine stabilized office properties, one development project under constructionin the tenant improvement phase and one recently acquired future development project located in the state of Washington.Washington and one development project in the tenant improvement phase located in Austin, Texas. All
39
of our properties, development projects and developmentredevelopment projects are 100% owned, excluding four office properties owned by three consolidated property partnerships and two development projects held in Variable Interest Entities (“VIEs”) which we consolidated for financial reporting purposes that were established to facilitate potential Section 1031 transactions.partnerships.
We own our interests in all of our real estate assets through the Operating Partnership and the Finance Partnership. All our properties are held in fee, except for the fourteen office buildings that are held subject to five long-term ground
leases for the land (see Note 18 “Commitments and Contingencies” to our consolidated financial statements included in this report for additional information regarding our ground lease obligations).
In general, the office and life science properties are leased to tenants on a full service gross, modified gross or triple net basis. Under a full service gross lease, we are obligated to pay the tenant’s proportionate share of real estate taxes, insurance and operating expenses up to the amount incurred during the tenant’s first year of occupancy (“Base Year”) or a negotiated amount approximating the tenant’s pro-rata share of real estate taxes, insurance and operating expenses (“Expense Stop”). The tenant pays its pro-rata share of increases in expenses above the Base Year or Expense Stop.Year. A modified gross lease is similar to a full service gross lease, except tenants are obligated to pay their proportionate share of certain operating expenses, usually electricity, directly to the service provider. In addition, some office and life science properties, primarily in the greaterGreater Seattle region and certain properties in certain submarkets in the San Francisco Bay Area and Greater Los Angeles, are leased to tenants on a triple net basis, pursuant to which the tenants pay their proportionate share of real estate taxes, operating costs and utility costs.
We believe that all of our properties are well maintained and do not require significant capital improvements. As of December 31, 2019,2021, we managed all of our office properties through internal property managers.
Office Properties
The following table sets forth certain information relating to each of the stabilized office properties owned as of December 31, 2019.2021.
| Property Location | No. of Buildings | Year Built/ Renovated | Rentable Square Feet | Percentage Occupied at 12/31/2021 (1) | Annualized Base Rent (in $000’s) (2) | Annualized Rent Per Square Foot (2) | |||||||||||||||||||||||||||||
| Greater Los Angeles | |||||||||||||||||||||||||||||||||||
| 3101-3243 La Cienega Boulevard, Culver City, California | 19 | 2008-2017 | 151,908 | 100.0 | % | $ | 7,414 | $ | 49.03 | ||||||||||||||||||||||||||
| 2240 East Imperial Highway, El Segundo, California | 1 | 1983/ 2008 | 122,870 | 100.0 | % | 3,950 | 32.15 | ||||||||||||||||||||||||||||
| 2250 East Imperial Highway, El Segundo, California | 1 | 1983 | 298,728 | 100.0 | % | 10,206 | 34.31 | ||||||||||||||||||||||||||||
| 2260 East Imperial Highway, El Segundo, California | 1 | 1983/ 2012 | 298,728 | 100.0 | % | 10,510 | 35.18 | ||||||||||||||||||||||||||||
| 909 North Pacific Coast Highway, El Segundo, California | 1 | 1972/ 2005 | 244,880 | 88.3 | % | 8,133 | 38.13 | ||||||||||||||||||||||||||||
| 999 North Pacific Coast Highway, El Segundo, California | 1 | 1962/ 2003 | 138,389 | 73.5 | % | 3,251 | 33.57 | ||||||||||||||||||||||||||||
| 1350 Ivar Avenue, Los Angeles, California | 1 | 2020 | 16,448 | 100.0 | % | 1,005 | 61.10 | ||||||||||||||||||||||||||||
| 1355 Vine Street, Los Angeles, California | 1 | 2020 | 183,129 | 100.0 | % | 10,882 | 59.42 | ||||||||||||||||||||||||||||
| 1375 Vine Street, Los Angeles, California | 1 | 2020 | 159,236 | 100.0 | % | 9,805 | 61.58 | ||||||||||||||||||||||||||||
| 1395 Vine Street, Los Angeles, California | 1 | 2020 | 2,575 | 100.0 | % | 161 | 62.65 | ||||||||||||||||||||||||||||
| 1500 North El Centro Avenue, Los Angeles, California | 1 | 2016 | 113,447 | 28.8 | % | 1,967 | 60.11 | ||||||||||||||||||||||||||||
| 1525 North Gower Street, Los Angeles, California | 1 | 2016 | 9,610 | 100.0 | % | 650 | 67.61 | ||||||||||||||||||||||||||||
| 1575 North Gower Street, Los Angeles, California | 1 | 2016 | 264,430 | 100.0 | % | 16,141 | 61.04 | ||||||||||||||||||||||||||||
| 6115 West Sunset Boulevard, Los Angeles, California | 1 | 1938/ 2015 | 26,238 | 73.1 | % | 760 | 39.62 | ||||||||||||||||||||||||||||
40
| Property Location | No. of Buildings | Year Built/ Renovated | Rentable Square Feet | Percentage Occupied at 12/31/2019 (1) | Annualized Base Rent (in $000’s) (2) | Annualized Rent Per Square Foot (2) | ||||||||||||
| Greater Los Angeles | ||||||||||||||||||
| 3101-3243 La Cienega Boulevard Culver City, California | (3) | 19 | 2008-2017 | 151,908 | 100.0 | % | 6,853 | 45.11 | ||||||||||
| 2240 E. Imperial Highway, El Segundo, California | (4) | 1 | 1983/ 2008 | 122,870 | 100.0 | % | 3,950 | 32.15 | ||||||||||
| 2250 E. Imperial Highway, El Segundo, California | (5) | 1 | 1983 | 298,728 | 100.0 | % | 10,206 | 34.31 | ||||||||||
| 2260 E. Imperial Highway, El Segundo, California | (4) | 1 | 1983/ 2012 | 298,728 | 100.0 | % | 10,510 | 35.18 | ||||||||||
| 909 N. Pacific Coast Highway, El Segundo, California | (6) | 1 | 1972/ 2005 | 244,136 | 92.9 | % | 8,414 | 37.56 | ||||||||||
| 999 N. Pacific Coast Highway, El Segundo, California | (7) | 1 | 1962/ 2003 | 128,588 | 93.4 | % | 3,967 | 34.37 | ||||||||||
| 6115 W. Sunset Blvd., Los Angeles, California | (8) | 1 | 1938/ 2015 | 26,105 | 100.0 | % | 1,665 | 63.78 | ||||||||||
| 6121 W. Sunset Blvd., Los Angeles, California | (3) | 1 | 1938/ 2015 | 91,173 | 100.0 | % | 4,612 | 50.59 | ||||||||||
| 1525 N. Gower St., Los Angeles, California | (4) | 1 | 2016 | 9,610 | 100.0 | % | 652 | 67.88 | ||||||||||
| 1575 N. Gower St., Los Angeles, California | (9) | 1 | 2016 | 251,245 | 100.0 | % | 16,170 | 64.36 | ||||||||||
| 1500 N. El Centro Ave., Los Angeles, California | (10) | 1 | 2016 | 104,504 | 100.0 | % | 7,104 | 67.98 | ||||||||||
| 6255 Sunset Blvd, Los Angeles, California | (11) | 1 | 1971/ 1999 | 323,920 | 96.8 | % | 14,078 | 46.27 | ||||||||||
| 3750 Kilroy Airport Way, Long Beach, California | (12) | 1 | 1989 | 10,457 | 100.0 | % | 92 | 30.42 | ||||||||||
| 3760 Kilroy Airport Way, Long Beach, California | (10) | 1 | 1989 | 165,278 | 92.5 | % | 4,876 | 31.89 | ||||||||||
| 3780 Kilroy Airport Way, Long Beach, California | (10) | 1 | 1989 | 221,452 | 81.5 | % | 5,708 | 32.35 | ||||||||||
| 3800 Kilroy Airport Way, Long Beach, California | (10) | 1 | 2000 | 192,476 | 100.0 | % | 6,202 | 32.22 | ||||||||||
| 3840 Kilroy Airport Way, Long Beach, California | (10) | 1 | 1999 | 136,026 | 100.0 | % | 4,882 | 35.89 | ||||||||||
| Property Location | No. of Buildings | Year Built/ Renovated | Rentable Square Feet | Percentage Occupied at 12/31/2021 (1) | Annualized Base Rent (in $000’s) (2) | Annualized Rent Per Square Foot (2) | |||||||||||||||||||||||||||||
| 6121 West Sunset Boulevard, Los Angeles, California | 1 | 1938/ 2015 | 93,418 | 100.0 | % | 4,613 | 49.37 | ||||||||||||||||||||||||||||
| 6255 West Sunset Boulevard, Los Angeles, California | 1 | 1971/ 1999 | 323,920 | 87.9 | % | 13,782 | 50.54 | ||||||||||||||||||||||||||||
| 3750 Kilroy Airport Way, Long Beach, California | 1 | 1989 | 10,718 | 100.0 | % | 104 | 30.60 | ||||||||||||||||||||||||||||
| 3760 Kilroy Airport Way, Long Beach, California | 1 | 1989 | 166,761 | 95.1 | % | 5,373 | 35.04 | ||||||||||||||||||||||||||||
| 3780 Kilroy Airport Way, Long Beach, California | 1 | 1989 | 221,452 | 84.6 | % | 6,320 | 34.51 | ||||||||||||||||||||||||||||
| 3800 Kilroy Airport Way, Long Beach, California | 1 | 2000 | 192,476 | 88.9 | % | 5,551 | 32.44 | ||||||||||||||||||||||||||||
| 3840 Kilroy Airport Way, Long Beach, California | 1 | 1999 | 136,026 | — | % | — | — | ||||||||||||||||||||||||||||
| 3880 Kilroy Airport Way, Long Beach, California | 1 | 1987/ 2013 | 96,923 | 100.0 | % | 2,839 | 29.29 | ||||||||||||||||||||||||||||
| 3900 Kilroy Airport Way, Long Beach, California | 1 | 1987 | 130,935 | 91.5 | % | 3,655 | 30.59 | ||||||||||||||||||||||||||||
| 8560 West Sunset Boulevard, West Hollywood, California | 1 | 1963/ 2007 | 76,359 | 43.1 | % | 2,460 | 76.19 | ||||||||||||||||||||||||||||
| 8570 West Sunset Boulevard, West Hollywood, California | 1 | 2002/ 2007 | 49,276 | 92.9 | % | 3,093 | 67.55 | ||||||||||||||||||||||||||||
| 8580 West Sunset Boulevard, West Hollywood, California | 1 | 2002/ 2007 | 6,875 | 41.0 | % | — | — | ||||||||||||||||||||||||||||
| 8590 West Sunset Boulevard, West Hollywood, California | 1 | 2002/ 2007 | 56,750 | 94.0 | % | 2,219 | 41.60 | ||||||||||||||||||||||||||||
| 12100 West Olympic Boulevard, Los Angeles, California | 1 | 2003 | 152,048 | 66.0 | % | 5,581 | 55.61 | ||||||||||||||||||||||||||||
| 12200 West Olympic Boulevard, Los Angeles, California | 1 | 2000 | 150,832 | 90.2 | % | 6,899 | 67.98 | ||||||||||||||||||||||||||||
| 12233 West Olympic Boulevard, Los Angeles, California | 1 | 1980/ 2011 | 151,029 | 65.8 | % | 3,307 | 44.20 | ||||||||||||||||||||||||||||
| 12312 West Olympic Boulevard, Los Angeles, California | 1 | 1950/ 1997 | 76,644 | 100.0 | % | 4,096 | 53.44 | ||||||||||||||||||||||||||||
| 1633 26th Street, Santa Monica, California | 1 | 1972/ 1997 | 43,857 | 69.9 | % | 1,722 | 56.19 | ||||||||||||||||||||||||||||
| 2100/2110 Colorado Avenue, Santa Monica, California | 3 | 1992/ 2009 | 102,864 | 100.0 | % | 4,980 | 48.41 | ||||||||||||||||||||||||||||
| 3130 Wilshire Boulevard, Santa Monica, California | 1 | 1969/ 1998 | 90,074 | 84.0 | % | 4,066 | 53.74 | ||||||||||||||||||||||||||||
| 501 Santa Monica Boulevard, Santa Monica, California | 1 | 1974 | 76,803 | 80.5 | % | 4,856 | 78.51 | ||||||||||||||||||||||||||||
| Subtotal/Weighted Average – Los Angeles and Ventura Counties | 55 | 4,436,656 | 86.1 | % | $ | 170,351 | $ | 45.80 | |||||||||||||||||||||||||||
| San Diego County | |||||||||||||||||||||||||||||||||||
| 12225 El Camino Real, Del Mar, California | 1 | 1998 | 58,401 | 100.0 | % | $ | 2,483 | $ | 42.52 | ||||||||||||||||||||||||||
| 12235 El Camino Real, Del Mar, California | 1 | 1998 | 53,751 | 100.0 | % | 2,627 | 48.87 | ||||||||||||||||||||||||||||
| 12390 El Camino Real, Del Mar, California | 1 | 2000 | 69,421 | 100.0 | % | 4,247 | 61.18 | ||||||||||||||||||||||||||||
| 12770 El Camino Real, Del Mar, California | 1 | 2016 | 75,035 | 100.0 | % | 4,045 | 61.50 | ||||||||||||||||||||||||||||
| 12780 El Camino Real, Del Mar, California | 1 | 2013 | 140,591 | 100.0 | % | 7,138 | 50.77 | ||||||||||||||||||||||||||||
| 12790 El Camino Real, Del Mar, California | 1 | 2013 | 87,944 | 100.0 | % | 4,940 | 56.18 | ||||||||||||||||||||||||||||
| 12830 El Camino Real, Del Mar, California | 1 | 2020 | 196,444 | 89.0 | % | 12,617 | 72.18 | ||||||||||||||||||||||||||||
| 12860 El Camino Real, Del Mar, California | 1 | 2020 | 92,042 | 100.0 | % | 6,621 | 71.93 | ||||||||||||||||||||||||||||
| Property Location | No. of Buildings | Year Built/ Renovated | Rentable Square Feet | Percentage Occupied at 12/31/2019 (1) | Annualized Base Rent (in $000’s) (2) | Annualized Rent Per Square Foot (2) | ||||||||||||
| 3880 Kilroy Airport Way, Long Beach, California | (13) | 1 | 1987/ 2013 | 96,035 | 100.0 | % | 2,839 | 29.56 | ||||||||||
| 3900 Kilroy Airport Way, Long Beach, California | (10) | 1 | 1987 | 129,893 | 91.4 | % | 3,159 | 26.65 | ||||||||||
| 8560 West Sunset Blvd, West Hollywood, California | (10) | 1 | 1963/ 2007 | 71,875 | 100.0 | % | 5,187 | 72.79 | ||||||||||
| 8570 West Sunset Blvd, West Hollywood, California | (14) | 1 | 2002/ 2007 | 43,603 | 98.1 | % | 3,610 | 84.39 | ||||||||||
| 8580 West Sunset Blvd, West Hollywood, California | (3) | 1 | 2002/ 2007 | 7,126 | 100.0 | % | — | — | ||||||||||
| 8590 West Sunset Blvd, West Hollywood, California | (3) | 1 | 2002/ 2007 | 56,095 | 86.8 | % | 1,492 | 32.46 | ||||||||||
| 12100 W. Olympic Blvd., Los Angeles, California | (10) | 1 | 2003 | 152,048 | 87.8 | % | 8,115 | 60.78 | ||||||||||
| 12200 W. Olympic Blvd., Los Angeles, California | (10) | 1 | 2000 | 150,832 | 89.5 | % | 6,843 | 68.14 | ||||||||||
| 12233 W. Olympic Blvd., Los Angeles, California | (15) | 1 | 1980/ 2011 | 151,029 | 86.9 | % | 4,541 | 60.40 | ||||||||||
| 12312 W. Olympic Blvd., Los Angeles, California | (16) | 1 | 1950/ 1997 | 76,644 | 100.0 | % | 4,096 | 53.44 | ||||||||||
| 1633 26th Street, Santa Monica, California | (10) | 1 | 1972/ 1997 | 43,857 | 34.9 | % | 819 | 53.47 | ||||||||||
| 2100/2110 Colorado Avenue, Santa Monica, California | (10) | 3 | 1992/ 2009 | 102,864 | 100.0 | % | 4,357 | 42.36 | ||||||||||
| 3130 Wilshire Blvd., Santa Monica, California | (10) | 1 | 1969/ 1998 | 90,074 | 100.0 | % | 4,091 | 45.42 | ||||||||||
| 501 Santa Monica Blvd., Santa Monica, California | (17) | 1 | 1974 | 76,803 | 97.8 | % | 4,956 | 65.95 | ||||||||||
| Subtotal/Weighted Average – Los Angeles and Ventura Counties | 51 | 4,025,982 | 95.2 | % | $ | 164,046 | $ | 44.23 | ||||||||||
| San Diego County | ||||||||||||||||||
12225 El Camino Real, Del Mar, California | (4) | 1 | 1998 | 58,401 | 100.0 | % | $ | 2,483 | $ | 42.52 | ||||||||
12235 El Camino Real, Del Mar, California | (4) | 1 | 1998 | 53,751 | 88.9 | % | 2,225 | 46.57 | ||||||||||
12340 El Camino Real, Del Mar, California | (18) | 1 | 2002 | 89,272 | 50.1 | % | 1,615 | 36.11 | ||||||||||
12348 High Bluff Drive, Del Mar, California | (19) | 1 | 1999 | 38,806 | 80.8 | % | 1,298 | 41.36 | ||||||||||
12390 El Camino Real, Del Mar, California | (4) | 1 | 2000 | 70,140 | 100.0 | % | 3,318 | 47.31 | ||||||||||
12400 High Bluff Drive, Del Mar, California | (4) | 1 | 2004 | 209,220 | 100.0 | % | 10,671 | 51.00 | ||||||||||
12770 El Camino Real, Del Mar, California | (20) | 1 | 2016 | 73,032 | 66.1 | % | 2,222 | 56.96 | ||||||||||
| 12780 El Camino Real, Del Mar, California | (16) | 1 | 2013 | 140,591 | 100.0 | % | 7,138 | 50.77 | ||||||||||
| 12790 El Camino Real, Del Mar, California | (21) | 1 | 2013 | 78,836 | 71.2 | % | 2,446 | 43.58 | ||||||||||
3579 Valley Centre Drive, Del Mar, California | (4) | 1 | 1999 | 54,960 | 100.0 | % | 2,182 | 39.70 | ||||||||||
3611 Valley Centre Drive, Del Mar, California | (22) | 1 | 2000 | 129,656 | 100.0 | % | 5,078 | 39.17 | ||||||||||
3661 Valley Centre Drive, Del Mar, California | (23) | 1 | 2001 | 128,364 | 100.0 | % | 6,025 | 49.60 | ||||||||||
3721 Valley Centre Drive, Del Mar, California | (24) | 1 | 2003 | 115,193 | 100.0 | % | 5,310 | 46.09 | ||||||||||
3811 Valley Centre Drive, Del Mar, California | (16) | 1 | 2000 | 112,067 | 100.0 | % | 5,199 | 46.39 | ||||||||||
| 13280 Evening Creek Drive South, I-15 Corridor, California | (25) | 1 | 2008 | 41,196 | 100.0 | % | 1,196 | 29.04 | ||||||||||
| 13290 Evening Creek Drive South, I-15 Corridor, California | (4) | 1 | 2008 | 61,180 | 100.0 | % | 1,453 | 23.75 | ||||||||||
| Property Location | No. of Buildings | Year Built/ Renovated | Rentable Square Feet | Percentage Occupied at 12/31/2019 (1) | Annualized Base Rent (in $000’s) (2) | Annualized Rent Per Square Foot (2) | ||||||||||||
| 13480 Evening Creek Drive North, I-15 Corridor, California | (4) | 1 | 2008 | 154,157 | 100.0 | % | 5,201 | 33.74 | ||||||||||
| 13500 Evening Creek Drive North, I-15 Corridor, California | (26) | 1 | 2004 | 137,658 | 43.0 | % | 2,261 | 38.23 | ||||||||||
| 13520 Evening Creek Drive North, I-15 Corridor, California | (27) | 1 | 2004 | 146,701 | 84.4 | % | 4,391 | 36.35 | ||||||||||
2305 Historic Decatur Road, Point Loma, California | (28) | 1 | 2009 | 107,456 | 100.0 | % | 3,984 | 37.08 | ||||||||||
4690 Executive Drive, UTC, California | (10) | 1 | 1999 | 47,846 | 91.4 | % | 1,424 | 32.58 | ||||||||||
Subtotal/Weighted Average – San Diego County | 21 | 2,048,483 | 89.7 | % | $ | 77,120 | $ | 42.41 | ||||||||||
| San Francisco Bay Area | ||||||||||||||||||
4100 Bohannon Drive, Menlo Park, California | (3) | 1 | 1985 | 47,379 | 100.0 | % | $ | 2,640 | $ | 55.72 | ||||||||
4200 Bohannon Drive, Menlo Park, California | (3) | 1 | 1987 | 45,451 | 70.8 | % | 1,751 | 54.41 | ||||||||||
4300 Bohannon Drive, Menlo Park, California | (3) | 1 | 1988 | 63,079 | 48.8 | % | 1,765 | 57.35 | ||||||||||
4400 Bohannon Drive, Menlo Park, California | (3) | 1 | 1988 | 48,146 | 93.3 | % | 1,567 | 37.38 | ||||||||||
4500 Bohannon Drive, Menlo Park, California | (3) | 1 | 1990 | 63,078 | 100.0 | % | 3,580 | 56.76 | ||||||||||
4600 Bohannon Drive, Menlo Park, California | (3) | 1 | 1990 | 48,147 | 100.0 | % | 2,741 | 56.92 | ||||||||||
4700 Bohannon Drive, Menlo Park, California | (3) | 1 | 1989 | 63,078 | 100.0 | % | 3,513 | 55.70 | ||||||||||
1290-1300 Terra Bella Avenue, Mountain View, California | (3) | 1 | 1961 | 114,175 | 100.0 | % | 5,345 | 46.80 | ||||||||||
| 331 Fairchild Drive, Mountain View, California | (16) | 1 | 2013 | 87,147 | 100.0 | % | 4,185 | 48.03 | ||||||||||
680 E. Middlefield Road, Mountain View, California | (16) | 1 | 2014 | 170,090 | 100.0 | % | 7,729 | 45.44 | ||||||||||
690 E. Middlefield Road, Mountain View, California | (16) | 1 | 2014 | 170,823 | 100.0 | % | 7,763 | 45.44 | ||||||||||
1701 Page Mill Road, Palo Alto, California | (3) | 1 | 2015 | 128,688 | 100.0 | % | 8,461 | 65.75 | ||||||||||
3150 Porter Drive, Palo Alto, California | (3) | 1 | 1998 | 36,897 | 100.0 | % | 2,051 | 55.59 | ||||||||||
| 900 Jefferson Avenue, Redwood City, California | (3) | 1 | 2015 | 228,505 | 100.0 | % | 13,670 | 59.82 | ||||||||||
| 900 Middlefield Road, Redwood City, California | (3) | 1 | 2015 | 118,764 | 100.0 | % | 6,983 | 59.05 | ||||||||||
100 Hooper Street, San Francisco, California | (3) | 1 | 2018 | 394,340 | 87.6 | % | 22,386 | 64.83 | ||||||||||
100 First Street, San Francisco, California | (29) | 1 | 1988 | 467,095 | 97.5 | % | 30,153 | 69.13 | ||||||||||
201 Third Street, San Francisco, California | (30) | 1 | 1983 | 346,538 | 99.2 | % | 23,142 | 68.24 | ||||||||||
250 Brannan Street, San Francisco, California | (4) | 1 | 1907/ 2001 | 100,850 | 100.0 | % | 10,323 | 102.36 | ||||||||||
301 Brannan Street, San Francisco, California | (4) | 1 | 1909/ 1989 | 82,834 | 100.0 | % | 7,580 | 91.51 | ||||||||||
303 Second Street, San Francisco, California | (31) | 1 | 1988 | 784,658 | 78.8 | % | 46,549 | 75.61 | ||||||||||
333 Brannan Street, San Francisco, California | (32) | 1 | 2016 | 185,602 | 100.0 | % | 18,138 | 97.73 | ||||||||||
345 Brannan Street, San Francisco, California | (4) | 1 | 2015 | 110,050 | 99.7 | % | 10,815 | 98.55 | ||||||||||
350 Mission Street, San Francisco, California | (3) | 1 | 2016 | 455,340 | 99.7 | % | 24,076 | 53.09 | ||||||||||
360 Third Street, San Francisco, California | (4) | 1 | 2013 | 429,796 | 100.0 | % | 30,687 | 71.82 | ||||||||||
| Property Location | No. of Buildings | Year Built/ Renovated | Rentable Square Feet | Percentage Occupied at 12/31/2019 (1) | Annualized Base Rent (in $000’s) (2) | Annualized Rent Per Square Foot (2) | ||||||||||||
345 Oyster Point Boulevard, South San Francisco, California | (3) | 1 | 2001 | 40,410 | 100.0 | % | 2,192 | 54.24 | ||||||||||
| 347 Oyster Point Boulevard, South San Francisco, California | (3) | 1 | 1998 | 39,780 | 100.0 | % | 2,158 | 54.24 | ||||||||||
| 349 Oyster Point Boulevard, South San Francisco, California | (3) | 1 | 1999 | 65,340 | 100.0 | % | 3,371 | 51.60 | ||||||||||
505 N. Mathilda Avenue, Sunnyvale, California | (3) | 1 | 2014 | 212,322 | 100.0 | % | 9,449 | 44.50 | ||||||||||
555 N. Mathilda Avenue, Sunnyvale, California | (3) | 1 | 2014 | 212,322 | 100.0 | % | 9,449 | 44.50 | ||||||||||
599 N. Mathilda Avenue, Sunnyvale, California | (3) | 1 | 2000 | 76,031 | 100.0 | % | 3,610 | 47.48 | ||||||||||
605 N. Mathilda Avenue, Sunnyvale, California | (3) | 1 | 2014 | 162,785 | 100.0 | % | 7,244 | 44.50 | ||||||||||
Subtotal/Weighted Average – San Francisco | 32 | 5,599,540 | 95.0 | % | $ | 335,066 | $ | 63.39 | ||||||||||
| Greater Seattle | ||||||||||||||||||
601 108th Avenue NE, Bellevue, Washington | (33) | 1 | 2000 | 488,470 | 97.1 | % | $ | 17,779 | $ | 37.90 | ||||||||
10900 NE 4th Street, Bellevue, Washington | (34) | 1 | 1983 | 428,557 | 96.7 | % | 14,937 | 36.18 | ||||||||||
837 N. 34th Street, Lake Union, Washington | (3) | 1 | 2008 | 112,487 | 91.8 | % | 3,655 | 35.40 | ||||||||||
701 N. 34th Street, Lake Union, Washington | (3) | 1 | 1998 | 141,860 | 97.5 | % | 5,130 | 37.08 | ||||||||||
801 N. 34th Street, Lake Union, Washington | (16) | 1 | 1998 | 169,412 | 100.0 | % | 5,789 | 34.17 | ||||||||||
320 Westlake Avenue North, Lake Union, Washington | (3) | 1 | 2007 | 184,644 | 100.0 | % | 8,232 | 44.58 | ||||||||||
321 Terry Avenue North, Lake Union, Washington | (3) | 1 | 2013 | 135,755 | 100.0 | % | 5,713 | 42.09 | ||||||||||
401 Terry Avenue North, Lake Union, Washington | (16) | 1 | 2003 | 140,605 | 100.0 | % | 7,008 | 49.84 | ||||||||||
Subtotal/Weighted Average – Greater Seattle | 8 | 1,801,790 | 97.7 | % | $ | 68,243 | $ | 38.91 | ||||||||||
| TOTAL/WEIGHTED AVERAGE | 112 | 13,475,795 | 94.6 | % | $ | 644,475 | $ | 51.28 | ||||||||||
41
| Property Location | No. of Buildings | Year Built/ Renovated | Rentable Square Feet | Percentage Occupied at 12/31/2021 (1) | Annualized Base Rent (in $000’s) (2) | Annualized Rent Per Square Foot (2) | |||||||||||||||||||||||||||||
| 12348 High Bluff Drive, Del Mar, California | 1 | 1999 | 39,193 | 83.6 | % | 1,292 | 39.44 | ||||||||||||||||||||||||||||
| 12400 High Bluff Drive, Del Mar, California | 1 | 2004 | 210,732 | 100.0 | % | 10,489 | 49.77 | ||||||||||||||||||||||||||||
| 3579 Valley Centre Drive, Del Mar, California | 1 | 1999 | 54,960 | 100.0 | % | 3,180 | 57.87 | ||||||||||||||||||||||||||||
| 3611 Valley Centre Drive, Del Mar, California | 1 | 2000 | 132,425 | 100.0 | % | 6,978 | 54.64 | ||||||||||||||||||||||||||||
| 3661 Valley Centre Drive, Del Mar, California | 1 | 2001 | 128,364 | 82.6 | % | 4,909 | 53.23 | ||||||||||||||||||||||||||||
| 3721 Valley Centre Drive, Del Mar, California | 1 | 2003 | 115,193 | 100.0 | % | 5,431 | 47.15 | ||||||||||||||||||||||||||||
| 3811 Valley Centre Drive, Del Mar, California | 1 | 2000 | 118,912 | 100.0 | % | 6,782 | 57.03 | ||||||||||||||||||||||||||||
| 3745 Paseo Place, Del Mar, California | 1 | 2019 | 95,871 | 95.0 | % | 6,256 | 70.43 | ||||||||||||||||||||||||||||
| 13480 Evening Creek Drive North, San Diego, California | 1 | 2008 | 154,157 | 100.0 | % | 5,130 | 35.25 | ||||||||||||||||||||||||||||
| 13500 Evening Creek Drive North, San Diego, California | 1 | 2004 | 143,749 | 92.9 | % | 6,062 | 45.39 | ||||||||||||||||||||||||||||
| 13520 Evening Creek Drive North, San Diego, California | 1 | 2004 | 143,654 | 90.7 | % | 4,861 | 39.11 | ||||||||||||||||||||||||||||
| 2305 Historic Decatur Road, Point Loma, California | 1 | 2009 | 107,456 | 96.5 | % | 4,468 | 43.10 | ||||||||||||||||||||||||||||
| 4690 Executive Drive, UTC, California | 1 | 1999 | 47,846 | 67.1 | % | 1,251 | 38.98 | ||||||||||||||||||||||||||||
| 9455 Towne Centre Drive, UTC, California | 1 | 2021 | 160,444 | 100.0 | % | 7,822 | 48.76 | ||||||||||||||||||||||||||||
| Subtotal/Weighted Average – San Diego County | 22 | 2,426,585 | 95.9 | % | $ | 119,629 | $ | 52.39 | |||||||||||||||||||||||||||
| San Francisco Bay Area | |||||||||||||||||||||||||||||||||||
| 4100 Bohannon Drive, Menlo Park, California | 1 | 1985 | 47,379 | 100.0 | % | $ | 2,640 | $ | 55.72 | ||||||||||||||||||||||||||
| 4200 Bohannon Drive, Menlo Park, California | 1 | 1987 | 45,451 | 70.8 | % | 1,751 | 54.41 | ||||||||||||||||||||||||||||
| 4300 Bohannon Drive, Menlo Park, California | 1 | 1988 | 63,079 | 48.7 | % | 2,296 | 74.68 | ||||||||||||||||||||||||||||
| 4400 Bohannon Drive, Menlo Park, California | 1 | 1988 | 48,146 | 21.3 | % | 432 | 60.91 | ||||||||||||||||||||||||||||
| 4500 Bohannon Drive, Menlo Park, California | 1 | 1990 | 63,078 | 100.0 | % | 3,580 | 56.76 | ||||||||||||||||||||||||||||
| 4600 Bohannon Drive, Menlo Park, California | 1 | 1990 | 48,147 | 70.7 | % | 2,010 | 59.06 | ||||||||||||||||||||||||||||
| 4700 Bohannon Drive, Menlo Park, California | 1 | 1989 | 63,078 | 100.0 | % | 3,513 | 55.70 | ||||||||||||||||||||||||||||
| 1290-1300 Terra Bella Avenue, Mountain View, California | 1 | 1961 | 114,175 | 48.9 | % | 2,927 | 52.43 | ||||||||||||||||||||||||||||
| 680 East Middlefield Road, Mountain View, California | 1 | 2014 | 171,676 | 100.0 | % | 7,763 | 45.22 | ||||||||||||||||||||||||||||
| 690 East Middlefield Road, Mountain View, California | 1 | 2014 | 171,215 | 100.0 | % | 7,729 | 45.14 | ||||||||||||||||||||||||||||
| 1701 Page Mill Road, Palo Alto, California | 1 | 2015 | 128,688 | 100.0 | % | 8,461 | 65.75 | ||||||||||||||||||||||||||||
| 3150 Porter Drive, Palo Alto, California | 1 | 1998 | 36,886 | 100.0 | % | 3,277 | 88.83 | ||||||||||||||||||||||||||||
| 900 Jefferson Avenue, Redwood City, California | 1 | 2015 | 228,505 | 100.0 | % | 13,670 | 59.82 | ||||||||||||||||||||||||||||
| 900 Middlefield Road, Redwood City, California | 1 | 2015 | 118,764 | 100.0 | % | 6,983 | 59.05 | ||||||||||||||||||||||||||||
| 100 Hooper Street, San Francisco, California | 1 | 2018 | 417,914 | 100.0 | % | 24,283 | 58.11 | ||||||||||||||||||||||||||||
42
| Property Location | No. of Buildings | Year Built/ Renovated | Rentable Square Feet | Percentage Occupied at 12/31/2021 (1) | Annualized Base Rent (in $000’s) (2) | Annualized Rent Per Square Foot (2) | |||||||||||||||||||||||||||||
| 100 First Street, San Francisco, California | 1 | 1988 | 480,457 | 92.3 | % | 29,902 | 70.76 | ||||||||||||||||||||||||||||
| 303 Second Street, San Francisco, California | 1 | 1988 | 784,658 | 79.8 | % | 54,544 | 87.40 | ||||||||||||||||||||||||||||
| 201 Third Street, San Francisco, California | 1 | 1983 | 346,538 | 79.7 | % | 19,885 | 73.90 | ||||||||||||||||||||||||||||
| 360 Third Street, San Francisco, California | 1 | 2013 | 429,796 | 88.8 | % | 27,649 | 72.59 | ||||||||||||||||||||||||||||
| 250 Brannan Street, San Francisco, California | 1 | 1907/ 2001 | 100,850 | 100.0 | % | 10,323 | 102.36 | ||||||||||||||||||||||||||||
| 301 Brannan Street, San Francisco, California | 1 | 1909/ 1989 | 82,834 | 100.0 | % | 7,580 | 91.51 | ||||||||||||||||||||||||||||
| 333 Brannan Street, San Francisco, California | 1 | 2016 | 185,602 | 100.0 | % | 18,138 | 97.73 | ||||||||||||||||||||||||||||
| 345 Brannan Street, San Francisco, California | 1 | 2015 | 110,050 | 99.7 | % | 10,813 | 98.55 | ||||||||||||||||||||||||||||
| 350 Mission Street, San Francisco, California | 1 | 2016 | 455,340 | 99.7 | % | 24,076 | 53.16 | ||||||||||||||||||||||||||||
| 345 Oyster Point Boulevard, South San Francisco, California | 1 | 2001 | 40,410 | 100.0 | % | 2,192 | 54.24 | ||||||||||||||||||||||||||||
| 347 Oyster Point Boulevard, South San Francisco, California | 1 | 1998 | 39,780 | 100.0 | % | 2,158 | 54.24 | ||||||||||||||||||||||||||||
| 349 Oyster Point Boulevard, South San Francisco, California | 1 | 1999 | 65,340 | 100.0 | % | 3,868 | 59.19 | ||||||||||||||||||||||||||||
| 350 Oyster Point Boulevard, South San Francisco, California | 1 | 2021 | 234,892 | 100.0 | % | 18,014 | 76.69 | ||||||||||||||||||||||||||||
| 352 Oyster Point Boulevard, South San Francisco, California | 1 | 2021 | 232,215 | 100.0 | % | 18,062 | 77.78 | ||||||||||||||||||||||||||||
| 354 Oyster Point Boulevard, South San Francisco, California | 1 | 2021 | 193,472 | 100.0 | % | 15,048 | 77.78 | ||||||||||||||||||||||||||||
| 505 North Mathilda Avenue, Sunnyvale, California | 1 | 2014 | 212,322 | 100.0 | % | 9,449 | 44.50 | ||||||||||||||||||||||||||||
| 555 North Mathilda Avenue, Sunnyvale, California | 1 | 2014 | 212,322 | 100.0 | % | 9,449 | 44.50 | ||||||||||||||||||||||||||||
| 599 North Mathilda Avenue, Sunnyvale, California | 1 | 2000 | 76,031 | 100.0 | % | 3,610 | 47.48 | ||||||||||||||||||||||||||||
| 605 North Mathilda Avenue, Sunnyvale, California | 1 | 2014 | 162,785 | 100.0 | % | 7,244 | 44.50 | ||||||||||||||||||||||||||||
| Subtotal/Weighted Average – San Francisco | 34 | 6,211,875 | 92.4 | % | $ | 383,319 | $ | 67.19 | |||||||||||||||||||||||||||
| Greater Seattle | |||||||||||||||||||||||||||||||||||
| 601 108th Avenue North East, Bellevue, Washington | 1 | 2000 | 490,738 | 89.1 | % | $ | 16,425 | $ | 37.99 | ||||||||||||||||||||||||||
| 10900 North East 4th Street, Bellevue, Washington | 1 | 1983 | 428,557 | 98.9 | % | 17,159 | 40.62 | ||||||||||||||||||||||||||||
| 2001 West 8th Avenue, Seattle, Washington | 1 | 2009 | 539,226 | 100.0 | % | 23,119 | 42.87 | ||||||||||||||||||||||||||||
| 701 North 34th Street, Seattle, Washington | 1 | 1998 | 141,860 | 100.0 | % | 5,318 | 37.49 | ||||||||||||||||||||||||||||
| 801 North 34th Street, Seattle, Washington | 1 | 1998 | 173,615 | 100.0 | % | 5,789 | 33.34 | ||||||||||||||||||||||||||||
| 837 North 34th Street, Seattle, Washington | 1 | 2008 | 112,487 | 100.0 | % | 4,120 | 36.62 | ||||||||||||||||||||||||||||
| 320 Westlake Avenue North, Seattle, Washington | 1 | 2007 | 184,644 | 95.5 | % | 7,958 | 45.11 | ||||||||||||||||||||||||||||
| 321 Terry Avenue North, Seattle, Washington | 1 | 2013 | 135,755 | 100.0 | % | 5,713 | 42.09 | ||||||||||||||||||||||||||||
| 401 Terry Avenue North, Seattle, Washington | 1 | 2003 | 174,530 | 100.0 | % | 7,008 | 40.15 | ||||||||||||||||||||||||||||
43
| Property Location | No. of Buildings | Year Built/ Renovated | Rentable Square Feet | Percentage Occupied at 12/31/2021 (1) | Annualized Base Rent (in $000’s) (2) | Annualized Rent Per Square Foot (2) | |||||||||||||||||||||||||||||
| Subtotal/Weighted Average – Greater Seattle | 9 | 2,381,412 | 97.2 | % | $ | 92,609 | $ | 40.12 | |||||||||||||||||||||||||||
| TOTAL/WEIGHTED AVERAGE | 120 | 15,456,528 | 91.9 | % | $ | 765,908 | $ | 54.64 | |||||||||||||||||||||||||||
____________________
(1)Based on all leases at the respective properties in effect as of December 31, 2021. Includes month-to-month leases as of December 31, 2021. Represents economic occupancy.
(2)Annualized base rental revenue 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 to tenant-funded tenant improvements, amortization of above/below market rent, amortization for lease incentives due under existing leases and expense reimbursement revenue. Excludes month-to-month leases and vacant space as of December 31, 2021. Includes 100% of annualized base rent of consolidated property partnerships.
Stabilized Office Development Projects and Completed Residential Development Projects
During the year ended December 31, 2019,2021, the following property wasproperties were added to our stabilized portfolio of operating properties:
| Construction Period | ||||||||||||||||||||||||||||||||||||||
| Stabilized Office / Life Science Development Projects | Location | Start Date | Completion Date | Stabilization Date (1) | Rentable Square Feet | % Occupied (2) | ||||||||||||||||||||||||||||||||
| 9455 Towne Centre Drive | University Towne Center | 1Q 2019 | 1Q 2021 | 1Q 2021 | 160,444 | 100% | ||||||||||||||||||||||||||||||||
| 12860 El Camino Real (One Paseo - Office Building 1) | Del Mar | 4Q 2018 | 2Q 2020 | 2Q 2021 | 92,042 | 100% | ||||||||||||||||||||||||||||||||
| 12830 El Camino Real (One Paseo - Office Building 2) | Del Mar | 4Q 2018 | 2Q 2020 | 3Q 2021 | 196,444 | 89% | ||||||||||||||||||||||||||||||||
| 350 Oyster Point Boulevard (Kilroy Oyster Point - Phase 1) | South San Francisco | 1Q 2019 | 3Q 2021 | 3Q 2021 | 234,892 | 100% | ||||||||||||||||||||||||||||||||
| 352 and 354 Oyster Point Boulevard (Kilroy Oyster Point - Phase 1) | South San Francisco | 1Q 2019 | 4Q 2021 | 4Q 2021 | 425,687 | 100% | ||||||||||||||||||||||||||||||||
| TOTAL: | 1,109,509 | 98% | ||||||||||||||||||||||||||||||||||||
| Construction Period | |||||||||||||
| Stabilized Office Development Project | Location | Start Date | Completion Date | Stabilization Date | Rentable Square Feet | Office % Occupied | |||||||
100 Hooper (1) | San Francisco | 4Q 2016 | 2Q 2018 | 2Q 2019 | 394,340 | 100% | |||||||
(2)Represents economic occupancy.
During the year ended December 31, 2019,2021, we completed construction on the first phase ofand added the following residential development project:project to the stabilized portfolio:
| Construction Period | ||||||||||||||||||||||||||||||||
| Completed Residential Development Project | Location | Start Date | Completion Date | Number of Units | % Leased (1) | |||||||||||||||||||||||||||
| Jardine | Hollywood | 4Q 2018 | 2Q 2021 | 193 | 84% | |||||||||||||||||||||||||||
| TOTAL: | 193 | 84% | ||||||||||||||||||||||||||||||
____________________
(1)The % leased is as of January 27, 2022.
44
| Construction Period | |||||||||||
| Completed Residential Project | Location | Start Date | Completion Date | Number of Units | % Leased (1) | ||||||
| One Paseo - Residential Phase I | Del Mar | 4Q 2016 | 3Q 2019 | 237 | 66% | ||||||
In-Process Development Projects and Future Development Pipeline
The following tables set forth certain information relating to our in-process development pipeline as of December 31, 2019.2021.
| Location | Construction Start Date | Estimated Stabilization Date (2) | Estimated Rentable Square Feet | Total Project % Leased | Total Project % Occupied (3) | |||||||||||||||||||||||||||||||||
TENANT IMPROVEMENT (1) | ||||||||||||||||||||||||||||||||||||||
| Office | ||||||||||||||||||||||||||||||||||||||
| San Diego County | ||||||||||||||||||||||||||||||||||||||
| 2100 Kettner | Little Italy | 3Q 2019 | 3Q 2022 | 235,000 | —% | —% | ||||||||||||||||||||||||||||||||
| Greater Seattle | ||||||||||||||||||||||||||||||||||||||
| 333 Dexter | South Lake Union | 2Q 2017 | 3Q 2022 | 635,000 | 100% | 49% | ||||||||||||||||||||||||||||||||
| Austin | ||||||||||||||||||||||||||||||||||||||
| Indeed Tower | Austin CBD | 2Q 2021 | 1Q 2024 | 734,000 | 58% | 15% | ||||||||||||||||||||||||||||||||
| TOTAL: | 1,604,000 | 66% | 26% | |||||||||||||||||||||||||||||||||||
____________________
(1)Represents projects that have reached cold shell condition and are ready for tenant improvements, which may require additional major base building construction before being placed in service.
(2)Represents the earlier of anticipated 95% occupancy date or one year from substantial completion of base building components. For multi-phase projects, interest and carry cost capitalization may cease and recommence driven by various factors, including tenant improvement construction and other tenant related timing or project scope. The timing of completion of our projects may be impacted by factors outside of our control, including government restrictions and/or social distancing requirements on construction projects due to the COVID-19 pandemic. As of the date of this report, all of our in-process development projects were under active construction.
(3)Represents economic occupancy.
| Construction Start Date | Estimated Stabilization Date (1) | Estimated Rentable Square Feet | % Leased | |||||||||||||||||||||||||||||
| UNDER CONSTRUCTION | Location | |||||||||||||||||||||||||||||||
| Office / Life Science | ||||||||||||||||||||||||||||||||
| San Francisco Bay Area | ||||||||||||||||||||||||||||||||
| Kilroy Oyster Point - Phase 2 | South San Francisco | 2Q 2021 | 4Q 2024 | 875,000 | —% | |||||||||||||||||||||||||||
| San Diego County | ||||||||||||||||||||||||||||||||
| 9514 Towne Centre Drive | University Towne Center | 3Q 2021 | 4Q 2023 | 71,000 | 100% | |||||||||||||||||||||||||||
| TOTAL: | 8% | |||||||||||||||||||||||||||||||
____________________
(1)Represents the earlier of anticipated 95% occupancy date or one year from substantial completion of base building components. For multi-phase projects, interest and carry cost capitalization may cease and recommence driven by various factors, including tenant improvement construction and other tenant related timing or project scope. The timing of completion of our projects may be impacted by factors outside of our control, including government restrictions and/or social distancing requirements on construction projects due to the COVID-19 pandemic. As of the date of this report, all of our in-process development projects were under active construction.
45
| Location | Construction Start Date | Estimated Stabilization Date (2) | Estimated Rentable Square Feet | Total Project % Leased | Total Project % Occupied | ||||||||
TENANT IMPROVEMENT (1) | |||||||||||||
| Office | |||||||||||||
| San Francisco Bay Area | |||||||||||||
The Exchange on 16th (3) | San Francisco | 2Q 2015 | 3Q 2020 | 750,000 | 100% | 82% | |||||||
| Mixed-Use | |||||||||||||
| San Diego County | |||||||||||||
| One Paseo - Retail | Del Mar | 4Q 2016 | 1Q 2020 | 96,000 | 100% | 89% | |||||||
| TOTAL: | 846,000 | 100% | 83% | ||||||||||
As of December 31, 2021, we had the following redevelopment project under construction:
Estimated Construction Period (1) | Rentable Square Feet Leased (2) | |||||||||||||||||||||||||
| IN-PROCESS | Location | Start Date | Completion Date | |||||||||||||||||||||||
| Construction Start Date | Estimated Stabilization Date (1) | Estimated Rentable Square Feet | Office % Leased | ||||||||
| UNDER CONSTRUCTION | Location | ||||||||||
| Office/Life Science | |||||||||||
| San Francisco Bay Area | |||||||||||
| Kilroy Oyster Point - Phase I | South San Francisco | 1Q 2019 | 4Q 2021 | 656,000 | 100% | ||||||
| San Diego County | |||||||||||
9455 Towne Center Drive (2) | University Towne Center | 1Q 2019 | 1Q 2021 | 160,000 | 100% | ||||||
Greater Seattle | |||||||||||
| 333 Dexter | South Lake Union | 2Q 2017 | 3Q 2022 | 635,000 | 100% | ||||||
| Mixed-Use | |||||||||||
Greater Los Angeles | |||||||||||
Netflix // On Vine - Office | Hollywood | 1Q 2018 | 1Q 2021 | 355,000 | 100% | ||||||
| Living // On Vine - Residential | Hollywood | 4Q 2018 | 4Q 2020 | 193 Resi Units | N/A | ||||||
San Diego County | |||||||||||
| 2100 Kettner | Little Italy | 3Q 2019 | 1Q 2022 | 200,000 | —% | ||||||
One Paseo - Residential Phases II and III (3) | Del Mar | 4Q 2016 | 2Q 2020 | 371 Resi Units | N/A | ||||||
| One Paseo - Office | Del Mar | 4Q 2018 | 2Q 2021 | 285,000 | 80% | ||||||
| TOTAL: | 89% | ||||||||||
| Del Mar | 4Q 2021 | 3Q 2022 | 96,000 | |||||||||||||||||||||||
| 96,000 | ||||||||||||||||||||||||||
____________________
(1)Redevelopment will occur in phases based on existing lease expiration dates and timing of the tenant improvement build-out.
(2)Represents the total square footage leased.
As of December 31, 2021, we had two projects that were committed for redevelopment in phases based on existing lease expiration dates and timing of tenant improvement build-outs:
Estimated Construction Period (2) | Rentable Square Feet Leased (3) | |||||||||||||||||||||||||
COMMITTED (1) | Location | Start Date | Completion Date | |||||||||||||||||||||||
| Life Science | ||||||||||||||||||||||||||
| San Diego County | ||||||||||||||||||||||||||
| 12400 High Bluff Drive | Del Mar | 1Q 2022 | 3Q 2022 | 182,000 | ||||||||||||||||||||||
| 4690 Executive Drive | University Towne Center | 2Q 2022 | 3Q 2023 | 52,000 | ||||||||||||||||||||||
| TOTAL: | 234,000 | |||||||||||||||||||||||||
____________________
(1)Properties committed for redevelopment are in the stabilized portfolio since construction has not commenced.
(2)Redevelopment will occur in phases based on existing lease expiration dates and timing of the tenant improvement build-out.
(3)Represents the total square footage leased.
Future Development Pipeline
The following table sets forth certain information relating to our future development pipeline as of December 31, 2019.2021.
| Future Development Pipeline | Location | Approx. Developable Square Feet (1) | ||||||||||||
| San Diego County | ||||||||||||||
| Santa Fe Summit – Phases | 56 Corridor | 600,000 - 650,000 | ||||||||||||
| Kilroy East Village | East Village | TBD | ||||||||||||
| San Francisco Bay Area | ||||||||||||||
| Kilroy Oyster Point - Phases | South San Francisco | |||||||||||||
| Flower Mart | SOMA | 2,300,000 | ||||||||||||
| Greater Seattle | ||||||||||||||
| Denny Regrade | 925,000 |
(1)The developable square feet and scope of projects could change materially from estimated data provided due to one or more of the following: any significant changes in the economy, market conditions, our markets, tenant requirements and demands, construction costs, new supply, regulatory and entitlement processes or project design.
46
Significant Tenants
The following table sets forth information about our 15 largest tenants based upon annualized base rental revenues, as defined below, as of December 31, 2019.2021.
| Tenant Name | Region | Annualized Base Rental Revenue(1)(2) | Percentage of Total Annualized Base Rental Revenue(1) | Lease Expiration Date | ||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| GM Cruise, LLC | San Francisco Bay Area | $ | 36,337 | 4.7% | November 2031 | |||||||||||||||||||||
| Amazon.com | Greater Seattle | 33,800 | 4.3% | Various (4) | ||||||||||||||||||||||
| Stripe, Inc. | San Francisco Bay Area | 33,110 | 4.2% | June 2034 | ||||||||||||||||||||||
| LinkedIn Corporation / Microsoft Corporation | San Francisco Bay Area | 29,752 | 3.8% | Various (5) | ||||||||||||||||||||||
| Adobe Systems, Inc. | San Francisco Bay Area / Greater Seattle | 27,897 | 3.6% | Various (6) | ||||||||||||||||||||||
| salesforce.com, inc. | San Francisco Bay Area | 24,076 | 3.1% | Various (7) | ||||||||||||||||||||||
| DoorDash, Inc. | San Francisco Bay Area | 23,842 | 3.1% | January 2032 | ||||||||||||||||||||||
DIRECTV, LLC (3) | Greater Los Angeles | 23,152 | 3.0% | September 2027 | ||||||||||||||||||||||
| Fortune 50 Publicly-Traded Company | Greater Seattle / San Diego County | 23,059 | 3.0% | Various (8) | ||||||||||||||||||||||
| Okta, Inc. | San Francisco Bay Area | 22,387 | 2.9% | October 2028 | ||||||||||||||||||||||
| Netflix, Inc. | Greater Los Angeles | 21,943 | 2.8% | Various (9) | ||||||||||||||||||||||
| Box, Inc. | San Francisco Bay Area | 20,390 | 2.6% | June 2028 | ||||||||||||||||||||||
| Cytokinetics, Inc. | San Francisco Bay Area | 18,014 | 2.3% | October 2033 | ||||||||||||||||||||||
| Synopsys, Inc. | San Francisco Bay Area | 15,492 | 2.0% | August 2030 | ||||||||||||||||||||||
| Riot Games, Inc. | Greater Los Angeles | 15,213 | 2.0% | Various (10) | ||||||||||||||||||||||
| Total | $ | 368,464 | 47.4% | |||||||||||||||||||||||
_____________________
(1)Annualized base rental revenue 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. Excludes month-to-month leases and vacant space as of December 31, 2021.
(2)Includes 100% of the annualized base rental revenues of consolidated property partnerships.
(3)On April 5, 2021, DIRECTV, LLC’s successor-in-interest (“DIRECTV”) filed suit in Los Angeles Superior Court against a subsidiary of the Company, claiming that DIRECTV properly exercised its contraction rights as to certain space leased by DIRECTV at the property located at 2250 East Imperial Highway, El Segundo, California. The Company strongly disagrees with the contentions made by DIRECTV and will vigorously defend the litigation.
(4)The Amazon.com leases, which contribute $2.4 million, $16.9 million, $2.0 million, and $12.5 million, expire in January 2023, April 2023, September 2029, and February 2030, respectively.
(5)The LinkedIn Corporation / Microsoft Corporation leases, which contribute $3.6 million and $26.2 million, expire in October 2024 and September 2026, respectively.
(6)The Adobe Systems Inc. leases, which contribute $1.1 million $5.8 million and $21.0 million, expire in June 2027, July 2031 and August 2031, respectively.
(7)The salesforce.com, inc. leases, which contribute $0.6 million and $23.5 million, expire in May 2031 and September 2032, respectively.
(8)The Fortune 50 Publicly-Traded Company leases, which contribute $7.8 million and $15.3 million expires in January 2032 and July 2033, respectively.
(9)The Netflix, Inc leases, which contribute $0.1 million and $21.8 million, expire in June 2022 and July 2032, respectively.
(10)The Riot Games leases, which contribute $7.9 million and $7.3 million, expire in November 2023 and November 2024, respectively.
47
| Tenant Name | Region | Annualized Base Rental Revenue(1)(2) | Percentage of Total Annualized Base Rental Revenue(1) | Lease Expiration Date | ||||||
| (in thousands) | ||||||||||
Dropbox, Inc.(3) | San Francisco Bay Area | $ | 45,709 | 7.1% | November 2033 | |||||
| GM Cruise, LLC | San Francisco Bay Area | 36,337 | 5.6% | November 2031 | ||||||
| LinkedIn Corporation / Microsoft Corporation | San Francisco Bay Area | 29,752 | 4.6% | Various (4) | ||||||
| Adobe Systems, Inc. | San Francisco Bay Area / Greater Seattle | 27,897 | 4.3% | Various (5) | ||||||
| salesforce.com, inc. | San Francisco Bay Area | 24,076 | 3.7% | Various (6) | ||||||
| DIRECTV, LLC | Greater Los Angeles | 23,152 | 3.6% | September 2027 | ||||||
| Box, Inc. | San Francisco Bay Area | 22,441 | 3.5% | Various (7) | ||||||
| Okta, Inc. | San Francisco Bay Area | 17,122 | 2.7% | October 2028 | ||||||
| Riot Games, Inc. | Greater Los Angeles | 15,514 | 2.4% | Various (8) | ||||||
| Synopsys, Inc. | San Francisco Bay Area | 15,492 | 2.4% | August 2030 | ||||||
| Viacom International, Inc. | Greater Los Angeles | 13,718 | 2.1% | December 2028 | ||||||
| DoorDash, Inc. | San Francisco Bay Area | 13,531 | 2.1% | January 2032 | ||||||
| Amazon.com | Greater Seattle | 12,397 | 1.9% | February 2030 | ||||||
| Nektar Therapeutics, Inc. | San Francisco Bay Area | 12,297 | 1.9% | January 2030 | ||||||
| Concur Technologies | Greater Seattle | 10,643 | 1.7% | Various (9) | ||||||
| Total | $ | 320,078 | 49.6% | |||||||
The following pie chart sets forth the composition of our tenant base by industry and as a percentage of our annualized base rental revenue based on the North American Industry Classification System as of December 31, 2019.2021.
Our West Coast markets are dynamic and populated with innovative and creative tenants, including but not limited to technology, entertainment and digital media. While technology companies comprise 51%56% of our office portfolio base rent, technology is a broad concept that encompasses diverse industries including software, social media, hardware, cloud computing, internet media and technology services.
48
Lease Expirations
The following table sets forth a summary of our office lease expirations for each of the next ten years beginning with 2020,2022, assuming that none of the tenants exercise renewal options or termination rights. See further discussion of our lease expirations under “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors that May Influence Future Results of Operations”.
Lease Expirations
| Year of Lease Expiration | # of Expiring Leases | Total Square Feet | % of Total Leased Square Feet | Annualized Base Rent (000’s)(1) (2) | % of Total Annualized Base Rent (1) | Annualized Rent per Square Foot (1) | ||||||||||||||||||||||||||||||||
2022 (3) | 59 | 799,769 | 5.8 | % | $ | 34,178 | 4.5 | % | $ | 42.73 | ||||||||||||||||||||||||||||
2023 (3) | 79 | 1,557,424 | 11.1 | % | 79,366 | 10.4 | % | 50.96 | ||||||||||||||||||||||||||||||
| 2024 | 65 | 1,039,203 | 7.4 | % | 48,581 | 6.3 | % | 46.75 | ||||||||||||||||||||||||||||||
| 2025 | 60 | 798,352 | 5.7 | % | 39,784 | 5.2 | % | 49.83 | ||||||||||||||||||||||||||||||
| 2026 | 49 | 1,829,440 | 13.1 | % | 83,856 | 10.9 | % | 45.84 | ||||||||||||||||||||||||||||||
2027 (4) | 53 | 1,194,334 | 8.5 | % | 47,890 | 6.2 | % | 40.10�� | ||||||||||||||||||||||||||||||
| 2028 | 24 | 960,330 | 6.9 | % | 61,798 | 8.1 | % | 64.35 | ||||||||||||||||||||||||||||||
| 2029 | 22 | 889,959 | 6.4 | % | 49,349 | 6.4 | % | 55.45 | ||||||||||||||||||||||||||||||
| 2030 | 35 | 1,349,636 | 9.7 | % | 77,754 | 10.2 | % | 57.61 | ||||||||||||||||||||||||||||||
| 2031 | 29 | 1,797,211 | 12.9 | % | 120,870 | 15.8 | % | 67.25 | ||||||||||||||||||||||||||||||
| 2032 and beyond | 18 | 1,757,958 | 12.5 | % | 122,482 | 16.0 | % | 69.67 | ||||||||||||||||||||||||||||||
Total (5) | 493 | 13,973,616 | 100.0 | % | $ | 765,908 | 100.0 | % | $ | 54.81 | ||||||||||||||||||||||||||||
____________________
| Year of Lease Expiration | # of Expiring Leases | Total Square Feet | % of Total Leased Square Feet | Annualized Base Rent (000’s)(1) (2) | % of Total Annualized Base Rent (1) | Annualized Rent per Square Foot (1) | |||||||||||||
2020 (3) | 82 | 965,896 | 7.7 | % | $ | 42,648 | 6.6 | % | $ | 44.15 | |||||||||
2021 (3) | 80 | 843,494 | 6.8 | % | 36,461 | 5.6 | % | 43.23 | |||||||||||
| 2022 | 62 | 749,273 | 6.0 | % | 32,488 | 5.1 | % | 43.36 | |||||||||||
| 2023 | 77 | 1,227,648 | 9.7 | % | 64,992 | 10.1 | % | 52.94 | |||||||||||
| 2024 | 56 | 998,249 | 8.0 | % | 47,378 | 7.4 | % | 47.46 | |||||||||||
| 2025 | 40 | 595,671 | 4.8 | % | 28,654 | 4.4 | % | 48.10 | |||||||||||
| 2026 | 29 | 1,472,010 | 11.8 | % | 64,970 | 10.1 | % | 44.14 | |||||||||||
| 2027 | 26 | 1,213,390 | 9.7 | % | 49,585 | 7.7 | % | 40.86 | |||||||||||
| 2028 | 19 | 913,920 | 7.3 | % | 57,213 | 8.9 | % | 62.60 | |||||||||||
| 2029 | 9 | 735,331 | 5.9 | % | 41,517 | 6.4 | % | 56.46 | |||||||||||
| 2030 and beyond | 35 | 2,811,792 | 22.3 | % | 178,569 | 27.7 | % | 63.51 | |||||||||||
Total (4) | 515 | 12,526,674 | 100.0 | % | $ | 644,475 | 100.0 | % | $ | 51.45 | |||||||||
(3)Adjusting for leasing transactions executed as of December 31, 2021 but not yet commenced, the 2022 and 2023 expirations would be reduced by 214,542 and 18,728 (4)On April 5, 2021, DIRECTV, LLC’s successor-in-interest (“DIRECTV”) filed suit in Los Angeles Superior Court against a subsidiary of the Company, claiming that DIRECTV properly exercised its contraction rights as to certain space leased by DIRECTV at the property located at 2250 East Imperial Highway, El Segundo, California. The Company strongly disagrees with the contentions made by DIRECTV and will vigorously defend the litigation. (5)For leases that have been renewed early with existing tenants, the expiration date and annualized base rent information presented takes into consideration the renewed lease terms. Excludes leases not commenced as of December 31, 2021, space leased under month-to-month leases, storage leases, vacant space and future lease renewal options not executed as of December 31, 2021. |
Secured Debt
As of December 31, 2019,2021, the Operating Partnership had two outstanding mortgage notes payable which were secured by certain of our properties. Our secured debt represents an aggregate principal indebtedness of approximately $259.5$249.0 million. See additional information regarding our secured debt in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity Sources,” Notes 8 and 9 to our consolidated financial statements and Schedule III—Real Estate and Accumulated Depreciation included in this report. Management believes that, as of December 31, 2019,2021, the value of the properties securing the applicable secured obligations in each case exceeded the principal amount of the outstanding obligation.
ITEM 3. LEGAL PROCEEDINGS |
We and our properties are subject to routine litigation incidental to our business. These matters are generally covered by insurance. As of December 31, 2019,2021, we arewere not a defendant in, and our properties arewere not subject to, any legal proceedings that we believe, if determined adversely to us, would have a material adverse effect upon our financial condition, results of operations, or cash flows.
None.
PART II
ITEM 5. MARKET FOR KILROY REALTY CORPORATION’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “KRC.” As of the date this report was filed, there were approximately 10896 registered holders of the Company’s common stock. The following table illustrates dividends declared during 20192021 and 20182020 as reported on the NYSE.
| 2021 | Per Share Common Stock Dividends Declared | |||||||
| First quarter | $ | 0.5000 | ||||||
| Second quarter | 0.5000 | |||||||
| Third quarter | 0.5200 | |||||||
| Fourth quarter | 0.5200 | |||||||
| 2020 | Per Share Common Stock Dividends Declared | |||||||
| First quarter | $ | 0.4850 | ||||||
| Second quarter | 0.4850 | |||||||
| Third quarter | 0.5000 | |||||||
Fourth quarter | 0.5000 | |||||||
| 2019 | Per Share Common Stock Dividends Declared | |||
| First quarter | $ | 0.4550 | ||
| Second quarter | 0.4850 | |||
| Third quarter | 0.4850 | |||
| Fourth quarter | 0.4850 | |||
| 2018 | Per Share Common Stock Dividends Declared | |||
| First quarter | $ | 0.4250 | ||
| Second quarter | 0.4550 | |||
| Third quarter | 0.4550 | |||
Fourth quarter | 0.4550 | |||
The Company pays distributions to common stockholders quarterly each January, April, July and October, at the discretion of the board of directors. Distribution amounts depend on our FFO, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the board of directors deems relevant.
The table below reflects our purchases of equity securities during the three month period leading up to December 31, 20192021.
| Period | Total Number of Shares (or Units) Purchased (1) | Average Price Paid per Share (or Units) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) that May Yet be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| October 1 - October 31, 2021 | — | $ | — | — | $ | — | ||||||||||||||||||||
| November 1 - November 30, 2021 | — | — | — | — | ||||||||||||||||||||||
| December 1 - December 31, 2021 | 168 | 63.03 | — | — | ||||||||||||||||||||||
| Total | 168 | $ | 63.03 | — | $ | — | ||||||||||||||||||||
_______________________
(1)Represents shares of common stock remitted to the Company to satisfy tax withholding obligations in connection with the distribution of, or the vesting and distribution of, restricted stock units or restricted stock 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.
50
| Period | Total Number of Shares (or Units) Purchased (1) | Average Price Paid per Share (or Units) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) that May Yet be Purchased Under the Plans or Programs | |||||||||
| October 1 - October 31, 2019 | 125 | $ | 82.08 | — | — | ||||||||
| November 1 - November 30, 2019 | 215 | 83.07 | — | — | |||||||||
| December 1 - December 31, 2019 | 2,906 | 84.12 | — | — | |||||||||
| Total | 3,246 | $ | 83.97 | — | — | ||||||||
MARKET FOR KILROY REALTY, L.P.’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
There is no established public trading market for the Operating Partnership’s common units. As of the date this report was filed, there were 2018 holders of record of common units (including through the Company’s general partnership interest).
The following table reports the distributions per common unit declared during the years ended December 31, 20192021 and 2020.
| 2019 | Per Unit Common Unit Distribution Declared | |||
| First quarter | $ | 0.4550 | ||
| Second quarter | 0.4850 | |||
| Third quarter | 0.4850 | |||
| Fourth quarter | 0.4850 | |||
| 2018 | Per Unit Common Unit Distribution Declared | |||
| First quarter | 0.4250 | |||
| Second quarter | 0.4550 | |||
| Third quarter | 0.4550 | |||
| Fourth quarter | 0.4550 | |||
| 2021 | Per Unit Common Unit Distribution Declared | |||||||
| First quarter | $ | 0.5000 | ||||||
| Second quarter | 0.5000 | |||||||
| Third quarter | 0.5200 | |||||||
| Fourth quarter | 0.5200 | |||||||
| 2020 | Per Unit Common Unit Distribution Declared | |||||||
| First quarter | $ | 0.4850 | ||||||
| Second quarter | 0.4850 | |||||||
| Third quarter | 0.5000 | |||||||
| Fourth quarter | 0.5000 | |||||||
The Operating Partnership did not redeem any common units for shares of the Company’s common stock in 2021. During 2019 and 2018,2020, the Operating Partnership redeemed 2,000 and 51,906872,713 common units respectively, for the same number of shares of the Company’s common stock.
51
PERFORMANCE GRAPH
The following line graph compares the change in cumulative stockholder return on shares of the Company’s common stock to the cumulative total return of the FTSE NAREIT All Equity REIT Index, the Standard & Poor’s 500 Stock Index, and the SNL USBloomberg Office REIT Office Index for the five-year period ended December 31, 2019.2021. We include an additional index, the SNL USBloomberg Office REIT Office Index, to the performance graph since management believes it provides additional information to investors about our performance relative to a more specific peer group. The SNL USBloomberg Office REIT Office Index is a published and widely recognized index that comprises 2223 office equity REITs, including us. The graph assumes the investment of $100 in us and each of the indices on December 31, 20142016 and, as required by the SEC, the reinvestment of all distributions. The return shown on the graph is not necessarily indicative of future performance.
52
| ITEM |
| Year Ended December 31, | |||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| Statements of Operations Data: | |||||||||||||||||||
| Total revenues from continuing operations | $ | 837,454 | $ | 747,298 | $ | 719,001 | $ | 642,572 | $ | 581,275 | |||||||||
| Income from continuing operations | 215,229 | 277,926 | 180,615 | 303,798 | 238,604 | ||||||||||||||
| Net income available to common stockholders | 195,443 | 258,415 | 151,249 | 280,538 | 220,831 | ||||||||||||||
| Per Share Data: | |||||||||||||||||||
| Weighted average shares of common stock outstanding – basic | 103,200,568 | 99,972,359 | 98,113,561 | 92,342,483 | 89,854,096 | ||||||||||||||
| Weighted average shares of common stock outstanding – diluted | 103,849,168 | 100,482,365 | 98,727,331 | 93,023,034 | 90,395,775 | ||||||||||||||
| Income from continuing operations available to common stockholders per share of common stock – basic | $ | 1.87 | $ | 2.56 | $ | 1.52 | $ | 3.00 | $ | 2.44 | |||||||||
| Income from continuing operations available to common stockholders per share of common stock – diluted | $ | 1.86 | $ | 2.55 | $ | 1.51 | $ | 2.97 | $ | 2.42 | |||||||||
| Net income available to common stockholders per share – basic | $ | 1.87 | $ | 2.56 | $ | 1.52 | $ | 3.00 | $ | 2.44 | |||||||||
| Net income available to common stockholders per share – diluted | $ | 1.86 | $ | 2.55 | $ | 1.51 | $ | 2.97 | $ | 2.42 | |||||||||
Dividends declared per share (1) | $ | 1.910 | $ | 1.790 | $ | 1.650 | $ | 3.375 | $ | 1.400 | |||||||||
| December 31, | |||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| Balance Sheet Data: | |||||||||||||||||||
| Total real estate held for investment, before accumulated depreciation and amortization | $ | 9,628,773 | $ | 8,426,632 | $ | 7,417,777 | $ | 7,060,754 | $ | 6,328,146 | |||||||||
Total assets (1) (2) | 8,900,094 | 7,765,707 | 6,802,838 | 6,706,633 | 5,926,430 | ||||||||||||||
Total debt (1) | 3,552,778 | 2,932,601 | 2,347,063 | 2,320,123 | 2,225,469 | ||||||||||||||
| Total preferred stock | — | — | — | 192,411 | 192,411 | ||||||||||||||
Total noncontrolling interests (3) | 277,348 | 271,354 | 259,523 | 216,322 | 63,620 | ||||||||||||||
Total equity (3) | 4,570,858 | 4,201,261 | 3,960,316 | 3,759,317 | 3,234,586 | ||||||||||||||
| Other Data: | |||||||||||||||||||
Funds From Operations (4) (5) | $ | 418,478 | $ | 360,491 | $ | 346,787 | $ | 333,742 | $ | 316,612 | |||||||||
| Cash flows provided by (used in): | |||||||||||||||||||
| Operating activities | $ | 386,521 | $ | 410,043 | $ | 347,012 | $ | 345,054 | $ | 272,008 | |||||||||
Investing activities (6) | (1,228,279 | ) | (808,915 | ) | (359,102 | ) | (579,420 | ) | (337,241 | ) | |||||||||
| Financing activities | 747,068 | 503,108 | (171,241 | ) | 427,291 | 23,471 | |||||||||||||
| Office Property Data: | |||||||||||||||||||
| Rentable square footage | 13,475,795 | 13,232,580 | 13,720,597 | 14,025,856 | 13,032,406 | ||||||||||||||
| Occupancy | 94.6 | % | 94.4 | % | 95.2 | % | 96 | % | 94.8 | % | |||||||||
| Residential Property Data: | |||||||||||||||||||
| Number of units | 200 | 200 | 200 | 200 | N/A | ||||||||||||||
Average occupancy (7) | 82.4 | % | 79.7 | % | 70.2 | % | 46.0 | % | N/A | ||||||||||
| Year Ended December 31, | |||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| Statements of Operations Data: | |||||||||||||||||||
| Total revenues from continuing operations | $ | 837,454 | $ | 747,298 | $ | 719,001 | $ | 642,572 | $ | 581,275 | |||||||||
| Income from continuing operations | 215,229 | 277,926 | 180,615 | 303,798 | 238,604 | ||||||||||||||
| Net income available to common unitholders | 198,738 | 263,210 | 154,077 | 286,813 | 224,887 | ||||||||||||||
| Per Unit Data: | |||||||||||||||||||
| Weighted average common units outstanding – basic | 105,223,975 | 102,025,276 | 100,246,567 | 94,771,688 | 91,645,578 | ||||||||||||||
| Weighted average common units outstanding – diluted | 105,872,575 | 102,535,282 | 100,860,337 | 95,452,239 | 92,187,257 | ||||||||||||||
| Income from continuing operations available to common unitholders per common unit – basic | $ | 1.87 | $ | 2.56 | $ | 1.52 | $ | 2.99 | $ | 2.44 | |||||||||
| Income from continuing operations available to common unitholders per common unit – diluted | $ | 1.86 | $ | 2.55 | $ | 1.51 | $ | 2.96 | $ | 2.42 | |||||||||
| Net income available to common unitholders per unit – basic | $ | 1.87 | $ | 2.56 | $ | 1.52 | $ | 2.99 | $ | 2.44 | |||||||||
| Net income available to common unitholders per unit – diluted | $ | 1.86 | $ | 2.55 | $ | 1.51 | $ | 2.96 | $ | 2.42 | |||||||||
Distributions declared per common unit (1) | $ | 1.910 | $ | 1.790 | $ | 1.650 | $ | 3.375 | $ | 1.400 | |||||||||
| December 31, | |||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| Balance Sheet Data: | |||||||||||||||||||
| Total real estate held for investment, before accumulated depreciation and amortization | $ | 9,628,773 | $ | 8,426,632 | $ | 7,417,777 | $ | 7,060,754 | $ | 6,328,146 | |||||||||
Total assets (1) (2) | 8,900,094 | 7,765,707 | 6,802,838 | 6,706,633 | 5,926,430 | ||||||||||||||
Total debt (1) | 3,552,778 | 2,932,601 | 2,347,063 | 2,320,123 | 2,225,469 | ||||||||||||||
| Total preferred capital | — | — | — | 192,411 | 192,411 | ||||||||||||||
Total noncontrolling interests (3) | 201,100 | 197,561 | 186,375 | 135,138 | 10,566 | ||||||||||||||
Total capital (3) | 4,570,858 | 4,201,261 | 3,960,316 | 3,759,317 | 3,234,586 | ||||||||||||||
| Other Data: | |||||||||||||||||||
| Cash flows provided by (used in): | |||||||||||||||||||
| Operating activities | 386,521 | 410,043 | 347,012 | 345,054 | 272,008 | ||||||||||||||
Investing activities (4) | (1,228,279 | ) | (808,915 | ) | (359,102 | ) | (579,420 | ) | (337,241 | ) | |||||||||
| Financing activities | 747,068 | 503,108 | (171,241 | ) | 427,291 | 23,471 | |||||||||||||
| Office Property Data: | |||||||||||||||||||
| Rentable square footage | 13,475,795 | 13,232,580 | 13,720,597 | 14,025,856 | 13,032,406 | ||||||||||||||
| Occupancy | 94.6 | % | 94.4 | % | 95.2 | % | 96 | % | 94.8 | % | |||||||||
| Residential Property Data: | |||||||||||||||||||
| Number of units | 200 | 200 | 200 | 200 | N/A | ||||||||||||||
Average occupancy (5) | 82.4 | % | 79.7 | % | 70.2 | % | 46.0 | % | N/A | ||||||||||
The following discussion relates to our consolidated financial statements and should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. The results of operations discussion is combined for the Company and the Operating Partnership because there are no material differences in the results of operations between the two reporting entities.
Forward-Looking Statements
Statements contained in this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are not historical facts may be forward-looking statements. Forward-looking statements include, among other things, statements or information concerning our plans, objectives, capital resources, portfolio performance, results of operations, projected future occupancy and rental rates, lease expirations, debt maturities, potential investments, strategies such as capital recycling, development and redevelopment activity, projected construction costs, projected construction commencement and completion dates, projected square footage of space that could be constructed on undeveloped land that we own, projected rentable square footage of or number of units in properties under construction or in the development pipeline, anticipated proceeds from capital recycling activity or other dispositions and anticipated dates of those activities or dispositions, projected increases in the value of properties, dispositions, future executive incentive compensation, pending, potential or proposed acquisitions, plans to grow our Net Operating Income and FFO, our ability to re-lease properties at or above current market rates, anticipated market conditions and demographics and other forward-looking financial data, as well as the discussion in “—Factors That May Influence Future Results of Operations,” “—Liquidity and Capital Resource of the Company,” and “—Liquidity and Capital Resources of the Operating Partnership.” Forward-looking statements can be identified by the use of words such as “believes,” “expects,” “projects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” and the negative of these words and phrases and similar expressions that do not relate to historical matters. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated or implied in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others:
•global market and general economic conditions and their effect on our liquidity and financial conditions and those of our tenants;
•adverse economic or real estate conditions generally, and specifically, in the States of California, Texas and Washington;
•risks associated with our investment in real estate assets, which are illiquid and with trends in the real estate industry;
•defaults on or non-renewal of leases by tenants;
•any significant downturn in tenants’ businesses;
•our ability to re-lease property at or above current market rates;
•costs to comply with government regulations, including environmental remediations;
•the availability of cash for distribution and debt service and exposure to risk of default under debt obligations;
53
•increases in interest rates and our ability to manage interest rate exposure;
•the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue development, redevelopment and acquisition opportunities and refinance existing debt;
•a decline in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing, and which may result in write-offs or impairment charges;
•significant competition, which may decrease the occupancy and rental rates of properties;
•potential losses that may not be covered by insurance;
•the ability to successfully complete acquisitions and dispositions on announced terms;
•the ability to successfully operate acquired, developed and redeveloped properties;
•the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts;
•delays or refusals in obtaining all necessary zoning, land use and other required entitlements, governmental permits and authorizations for our development and redevelopment properties;
•increases in anticipated capital expenditures, tenant improvement and/or leasing costs;
•defaults on leases for land on which some of our properties are located;
•adverse changes to, or enactment or implementations of, tax laws or other applicable laws, regulations or legislation, as well as business and consumer reactions to such changes;
•risks associated with joint venture investments, including our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers;
•environmental uncertainties and risks related to natural disasters; and
•our ability to maintain our status as a REIT.REIT; and
•uncertainties regarding the impact of the COVID-19 pandemic, and restrictions intended to prevent its spread, on our business and the economy generally.
The factors included in this report are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect the Company’s and the Operating Partnership’s business and financial performance, see the discussion below as well as “Item 1A. Risk Factors,” and in our other filings with the SEC. All forward-looking statements are based on information that was available and speak only as of the dates on which they were made. We assume no obligation to update any forward-looking statement that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.
Company Overview
We are a self-administered REIT active in premier office, life science and mixed-use submarkets alongin the West Coast.United States. We own, develop, acquire and manage real estate assets, consisting primarily of Class A properties in the coastal regions of Greater Los Angeles, San Diego County, the San Francisco Bay Area, and Greater Seattle and Austin, Texas, which we believe have strategic advantages and strong barriers to entry. We own our interests in all of our real properties through the Operating Partnership and the Finance Partnership and generally conduct substantially all of our operations through the Operating Partnership. We owned an approximate 98.1% and 98.0%99.0% general partnership interest in the Operating Partnership as of both December 31, 20192021 and 2018, respectively.2020. All of our properties are held in fee except for the fourteen office buildings that are held subject to long-term ground leases for the land (see Note 18 “Commitments and Contingencies”
to our consolidated financial statements included in this report for additional information regarding our ground lease obligations).
Development. We continued to execute on our development program during 2019.2021. We added onefour completed development projectprojects to our stabilized portfolio completed construction on 237totaling 1.1 million rentable square feet of office and life science space and 193 residential units, commenced revenue recognition on the first two phases of a development project in the tenant improvement phase, had one development project progress from the under construction phase to the tenant improvement phase commenced construction on three projects and acquiredtwo development sitesproperties in two transactions for approximately $173.0$622.2 million. See “—Factors that May Influence Future Operations” for additional information regarding our development program.
Capital Recycling Program. We have continued to utilize our capital recycling program to provide additional capital to finance development expenditures, fund potential acquisitions, repay long-term debt and for other general corporate purposes. Our general strategy, depending on market conditions, is to target the disposition of non-core properties or those that have limited upside for us and redeploy the capital into acquisitions and/or development projects where we can create additional value to generate higher returns (see “—Factors that May Influence Future Operations” for additional information). In connection with this strategy, during 2019,2021, we generated gross sales proceeds totalingof approximately $133.8 million$1.12 billion through the sale of twothree office buildings. The taxable gain from the $1.08 billion disposition of one of these office buildings was deferred through a Section 1031 Exchange.
2021 Financing Highlights
In 2019,2021, we raised approximately $500.0issued $450.0 million in new debt at a stated interest rate of 2.65% and settledamended and restated the 2018 forward equity sale agreements by issuing 5,000,000 sharesterms of common stock for netour unsecured revolving credit facility, increasing the borrowing capacity from $750.0 million to $1.1 billion and reducing borrowing costs. We used a portion of the proceeds from the issuance of $354.3 million. In addition, we executed forward equity sale agreementsthe new debt to sell 3,147,110 sharesearly redeem the $300.0 million of common stock under our at-the-market stock offering program, which we expect3.80% unsecured senior notes that were scheduled to fully settle in the first quarter of 2020 through the first quarter of 2021 at this time.mature on January 15, 2023. Refer to our 20192021 Financing Highlights in “—Liquidity and Capital Resources of the Operating Partnership” for a list of financing transactions completed in 20192021 and NotesNote 9, and 13, “Secured and Unsecured Debt of the Operating Partnership” and “Stockholders’ Equity of the Company,” respectively, to our consolidated financial statements included in this report for additional information regarding our debt and capital market activity.
55
COVID-19 Response
Since March 2020, we have been highly focused on planning for the health and safety of our tenants and employees and preparing our buildings in accordance with the policies, protocols and applicable legal requirements in our regions. We hold our occupants’ health at the highest level of importance and have taken extensive steps to facilitate safe work environments. We engaged an industrial hygienist to assist us in designing new standard operating procedures for our buildings that include, but are not limited to, air filtration, water quality, janitorial products and procedures, social separation and screening during building access and elevator use, the use of personal protective equipment, signage, and management of construction activities. Our buildings have remained open to tenants throughout the pandemic and we have continued to see tenants returning to the workplace throughout 2021. We have been in communication with tenants regarding return to work protocols and safety measures, which meet or exceed local and state government guidelines. Our properties received the highest level of pandemic preparedness review through a third-party who verified that all recommended CDC and WHO measures have been successfully implemented, including on-site air, water and germ testing. Our employees began transitioning back to the office during the three months ended March 31, 2021 and by June 30, 2021, all of our employees had returned to our offices on a full-time basis.
We implemented a rent relief program for the majority of our retail tenants whereby we deferred rent from April 2020 to June 2021 in exchange for an extension of their current lease term for an equivalent number of months at future contractual rental rates. We are no longer offering rent relief to the majority of our retail tenants and we will evaluate any future retail rent relief requests on a specific case-by-case basis and only consider those which have a justifiable financial basis. Additionally, the form of relief provided to retail tenants may vary in the future. We did not create a rent relief program for our office tenants. Instead, we evaluate office rent relief requests on a specific case-by-case basis and only consider those which have a justifiable financial basis.
We analyze our total lease receivable balances, tenant creditworthiness, specific industry trends and conditions, and current economic trends and conditions in order to evaluate whether we believe substantially all of the amounts due under a tenant’s lease agreement are deemed probable of collection over the term of the lease. Refer to our accounting policy for uncollectible lease receivables and allowances for tenant and deferred rent receivables in “— Critical Accounting Policies and Estimates”for additional information.
Deferrals of gross rent billings that have been extended to office and retail tenants during the period have been formalized by the execution of lease amendments that generally provide for repayment of deferred amounts through an extension of the lease term by an equivalent period of months to the deferral period. Not all tenant relief requests will ultimately result in lease amendments and we have not relinquished our contractual rights under our lease agreements where rent concessions have not yet been granted. Our rent collections and rent relief requests to-date may not be indicative of collections, concessions or requests in future periods.
For the year ended December 31, 2021, our collections of gross rent billings were consistent with our 2020 collections. Gross rent billings represents the total contractual base rent (including tenant direct-billed parking) and CAM billings before any COVID-19 related rent concessions. We are continuing to monitor the potential impact of the COVID-19 pandemic, including the spread of new variants of the virus and restrictions intended to prevent its spread, including on occupancy, rental rates and rent collections. Although we are and will continue to be actively engaged in rent collection efforts related to uncollected rent for such period, as well as working with certain tenants who have requested rent deferrals, we can provide no assurance that such efforts or our efforts in future periods will be successful, particularly in the event that the COVID-19 pandemic, and restrictions intended to prevent its spread, continue for a prolonged period. With growing vaccination rates, we have seen increases in physical occupancy at our properties, although recovery could be hindered by persistent or resurgent infection rates, including as a result of the spread of new variants of the virus. Refer to “Part I, Item IA. Risk Factors” included in this report for additional information about the potential impact of the COVID-19 pandemic, and restrictions intended to prevent its spread, on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.
56
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates, assumptions, and judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting periods.
Certain accounting policies are considered to be critical accounting policies. Critical accounting policies are those policies that require our management team to make significant estimates and/or assumptions about matters that are
uncertain at the time the estimates and/or assumptions are made or where we are required to make significant judgments and assumptions with respect to the practical application of accounting principles in our business operations. Critical accounting policies are by definition those policies that are material to our financial statements and for which the impact of changes in estimates, assumptions, and judgments could have a material impact to our financial statements.
The following critical accounting policies discussion reflects what we believe are the most significant estimates, assumptions, and judgments used in the preparation of our consolidated financial statements. This discussion of our critical accounting policies is intended to supplement the description of our accounting policies in the footnotes to our consolidated financial statements and to provide additional insight into the information used by management when evaluating significant estimates, assumptions, and judgments. For further discussion of our significant accounting policies, see Note 2 “Basis of Presentation and Significant Accounting Policies” to our consolidated financial statements included in this report.
Revenue Recognition
Rental revenue for office, life science and retail operating properties is our principal source of revenue. We recognize revenue from base rent (fixed lease payments), additional rent (which consists(variable lease payments, which consist of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs), parking and other lease-related revenue once all of the following criteria are met: (i) the agreement has been fully executed and delivered, (ii) services have been rendered, (iii) the amount is fixed or determinable and (iv) payment has been received or the collectability of the amount due is probable. Lease termination fees are amortized over the remaining lease term, if applicable. If there is no remaining lease term, they are recognized when received and realized. Minimum annual rental revenues are recognized in rental revenues on a straight-line basis over the non-cancellable term of the related lease.
Base Rent
The timing of when we commence rental revenue recognition for office, life science and retail properties depends largely on our conclusion as to whether we are or the tenant is the owner for accounting purposes of tenant improvements at the leased property. When we conclude that we are the owner of tenant improvements for accounting purposes, we record the cost to construct the tenant improvements as an asset and commence rental revenue recognition when the tenant takes possession of or controls the finished space, which is generally when tenant improvements being recorded as our assets are substantially complete. In certain instances, when we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, rental revenue recognition begins when the tenant takes possession or controls the physical use of the leased space, which may occur in phases or for an entire building or project. The determination of who owns the tenant improvements is made on a lease-by-lease basis and has a significant effect on the timing of commencement of revenue recognition.
The determination of whether we are or the tenant is the owner of tenant improvements for accounting purposes is subject to significant judgment. In making that determination, we consider numerous factors and perform a detailed evaluation of each individual lease. No one factor is determinative in reaching a conclusion. The factors we evaluate include but are not limited to the following:
•whether the lease agreement requires landlord approval of how the tenant improvement allowance is spent prior to installation of the tenant improvements;
57
•whether the lease agreement requires the tenant to provide evidence to the landlord supporting the cost and what the tenant improvement allowance was spent on prior to payment by the landlord for such tenant improvements;
•whether the tenant improvements are unique to the tenant or reusable by other tenants;
•whether the tenant is permitted to alter or remove the tenant improvements without the consent of the landlord or without compensating the landlord for any lost utility or diminution in fair value; and
•whether the ownership of the tenant improvements remains with the landlord or remains with the tenant at the end of the lease term.
When we conclude that we are the owner of tenant improvements for accounting purposes using the factors discussed above, we record the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants, as aour capital asset. During the years ended December 31, 2019, 2018,2021, 2020, and 2017,2019, we capitalized $12.0$37.3 million, $22.5$15.5 million, and $22.0$12.0 million, respectively, of tenant-funded tenant improvements. The amount of tenant-funded tenant improvements recorded in any given year varies based upon the mix of specific leases executed and/or commenced during the reporting period. For these tenant-funded tenant improvements, we record the amount funded by or reimbursed by tenants as deferred revenue, which is amortized and recognized as rental income on a straight-line basis over the term of the related lease beginning upon substantial completion of the leased premises. The determination of who owns the tenant improvements has a significant impact on the amount of non-cash rental revenue that we record related to the amortization of deferred revenue for tenant-funded tenant improvements. For the years ended December 31, 2019, 2018,2021, 2020, and 2017,2019, we recognized $19.2$16.5 million, $18.4$22.5 million and $16.8$19.2 million, respectively, of non-cash rental revenue related to the amortization of deferred revenue recorded in connection with tenant-funded tenant improvements.
When we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, we record our contribution towards those tenant-owned improvements as a lease incentive, which is included in deferred leasing costs and acquisition-related intangible assets, net on our consolidated balance sheets and amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease.
For residential properties, we commence revenue recognition upon lease commencement. Residential rental revenue is recognized on a straight-line basis over the term of the related lease, net of any concessions.
When a lease is amended, which may occur from time to time, we need to determine whether (1) an additional right of use not included in the original lease is being granted as a result of the modification, and (2) there is an increase in the lease payments that is commensurate with the standalone price for the additional right of use. If both of those conditions are met, the amendment is accounted for as a separate lease contract. If either of those conditions are not met, the amendment is accounted for as a lease modification . Most of our lease amendments are accounted for as a modification of our operating leases which will likely require us to reassess both the lease term and fixed lease payments, including considering any prepaid or deferred rent receivables relating to the original lease, as a part of the lease payments for the modified lease.
Termination options in some of our leases allow the tenant to terminate the lease, in part or in whole, prior to the end of the lease term under certain circumstances. Termination options require advance notification from the tenant and payment of a termination fee that reimburses us for a portion of the remaining rent under the original lease term and the net book value of lease inception costs such as commissions, tenant improvements and lease incentives. Termination fee income, included in rental income, is recognized on a straight-line basis from the date of the executed termination agreement through lease expiration when the amount of the fee is determinable and collectability of the fee is probable. This fee income is reduced on a straight-line basis by any deferred rent receivable related to the lease.
58
Additional Rent - Reimbursements from Tenants
Additional rent, consisting of amounts due from tenants for common area maintenance, real estate taxes, and other recoverable costs, are recognized in rental income in the period the recoverable costs are incurred. Prior to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-02 “Leases (Topic 842)” (“Topic 842”) on January 1, 2019, such amounts were recognized in revenue as tenant reimbursements. Additional rent where we pay the associated costs directly to third-party vendors and are reimbursed by our tenants are recognized and recorded on a gross basis, with the corresponding expense recognized in property expenses or real estate taxes. Prior to the adoption of Topic 842, recoverable costs were generally recognized and recorded on a gross basis when we were the primary obligor with respect to purchasing goods and services from third-party suppliers, had discretion in selecting the supplier, and had credit risk.
Calculating additional rent requires an in-depth analysis of the complex terms of each underlying lease. Examples of judgments and estimates used when determining the amounts recoverable include:
•estimating the final expenses, net of accruals, that are recoverable;
•estimating the fixed and variable components of operating expenses for each building;
•conforming recoverable expense pools to those used in establishing the base year or base allowance for the applicable underlying lease; and
•concluding whether an expense or capital expenditure is recoverable pursuant to the terms of the underlying lease.
During the year, we accrue estimated additional rent in the period in which the recoverable costs are incurred based on our best estimate of the amounts to be recovered. Throughout the year, we perform analyses to properly match additional rent with reimbursable costs incurred to date. Additionally, during the fourth quarter of each year, we perform preliminary reconciliations and if a change in estimate is warranted, accrue additional rent or refunds. Subsequent to year end, we perform final detailed reconciliations and analyses on a lease-by-lease basis and bill or refund each tenant for any cumulative annual
adjustments in the first and second quarters of each year for the previous year’s activity. Our historical experience for the years ended December 31, 20182020 and 20172019 has been that our final reconciliation and billing process resulted in final amounts that approximated the total annual additional rent recognized.
Uncollectible Lease Receivables and Allowances for Tenant and Deferred Rent Receivables
Current tenant receivables consist primarily of amounts due for contractual lease payments and reimbursements of common area maintenance expenses, property taxes, and other costs recoverable from tenants. Deferred rent receivables represent the amount by which the cumulative straight-line rental revenue recorded to date exceeds cash rents billed to date under the lease agreement.
We carry our current and deferred rent receivables net of allowances for amounts that may not be collected. Prior to the adoption of Topic 842 on January 1, 2019, the allowances were increased or decreased through provision for bad debts on our consolidated statements of operations. Upon the adoption of Topic 842 on January 1, 2019, theThese allowances are increased or decreased through rental income, and our determination of the adequacy of the Company’s allowances for tenant receivables includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. Such assessment involves using a methodology that incorporates a specific identification analysis and an aging analysis, and considersconsidering the current economic and business environment.environment, including factors such as the age and nature of the receivables, the payment history and financial condition of the tenant, our assessment of the tenant’s ability to meet its lease obligations, and the status of negotiations of any disputes with the tenant. This determination requires significant judgment and estimates about matters that are uncertain at the time the estimates are made, including the creditworthiness of specific tenants, specific industry trends and conditions, and general economic trends and conditions. Since these factors are beyond our control, actual results can differ from our estimates, and such differences could be material. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term.term, and for some tenants may include an offsetting partial allowance for uncollectible accounts related to current tenant and deferred rent receivables that exhibit a certain level of collection risk based on the results of the assessment described above. For leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, including deferred revenue, with any tenant and deferred rent receivable balances charged as a direct write-offwrite-
59
off against rental income in the period of the change in the collectability determination.
For the years ended December 31, 2019, 20182021 and 2017,2020, we recorded a totalnet reduction to rental revenues for direct write-offs associated with transitioning certain tenants to a cash basis of reporting and an allowance for uncollectible accounts for both current tenant receivables and deferred rent receivables of approximately 0.3%,0.4% and 0.5%, respectively,2.1% of total revenues. In addition, forrevenues, respectively. These amounts were primarily as a result of tenant creditworthiness considerations arising from the yearsCOVID-19 pandemic, and a small portion of the 2020 amounts was restored in 2021 based on changes in collectability assessments. Additional amounts may potentially be restored in future periods as circumstances warrant consistent with our accounting policies. For the year ended December 31, 2019, and 2018, we recorded an additionalincrease to rental revenues for recoveries of prior year provision for bad debts, net of an allowance for uncollectible accounts for both current tenant receivables and deferred rent receivables, of approximately 0.1% and 0.4%, respectively,0.3% of total revenues related to a note receivable. . In the event our estimates were not accurate and we had to change our allowances by 1% of revenue from continuing operations, the potential impact to our net income available to common stockholders would be approximately $8.4$9.6 million, $7.5$9.0 million and $7.2$8.4 million for the years ended December 31, 2019, 20182021, 2020 and 2017,2019, respectively.
Acquisitions
Acquisitions of operating properties and development and redevelopment opportunities generally do not meet the definition of a business and are accounted for as asset acquisitions, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. For these asset acquisitions, we record the acquired tangible and intangible assets and assumed liabilities based on each asset’s and liability’s relative fair value at the acquisition date of the total purchase price plus any capitalized acquisition costs.
We assess and consider fair value based on estimated cash flow projections that utilize available market information and discount and/or capitalization rates that we deem appropriate. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to: land and improvements, buildings and improvements, construction in progress and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market operating leases and ground leases, acquired in-place lease values and tenant relationships, if any.
The fair value of land and improvements is derived from comparable sales of land and improvements within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements and leasing costs considers the value of the property as if it was vacant as well as current replacement costs and other relevant market rate information.
The fair value of the above-market or below-market component of an acquired in-place operating lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining non-cancellable lease term and (ii) management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition measured over the remaining non-cancellable term of the lease for above-market operating leases and the initial non-cancellable term plus the term of any below-market fixed rate renewal options, if applicable, for below-market operating leases. The amounts recorded for above-market operating leases are included in deferred leasing costs and acquisition-related intangible assets, net on the balance sheet and are amortized on a straight-line basis as a reduction of rental income over the remaining term of the applicable leases. The amounts recorded for below-market operating leases are included in deferred revenue and acquisition-related liabilities, net on the balance sheet and are amortized on a straight-line basis as an increase to rental income over the remaining term of the applicable leases plus the term of any below-market fixed rate renewal options, if applicable. Our below-market operating leases generally do not include fixed rate or below-market renewal options. If a lease were to be terminated or if termination were
60
determined to be likely prior to its contractual expiration (for example resulting from bankruptcy), amortization of the related above-market or below-market lease intangible would be accelerated.
The fair value of acquired in-place leases is derived based on management’s assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. This fair value is based on a variety of considerations including, but not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired in-place leases; (2) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed lease-up period; and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Factors we consider in performing these analyses include an estimate of the carrying costs during the expected lease-up periods, current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on current market demand at market rates. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses. The amount recorded for acquired in-place leases is included in deferred leasing costs and acquisition-related intangible assets, net on the balance sheet and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases. If a lease were to be terminated or if termination were determined to be likely prior to its contractual expiration (for example resulting from bankruptcy), amortization of the related unamortized in-place lease intangible would be accelerated.
The determination of the fair value of any debt assumed in connection with a property acquisition is estimated by discounting the future cash flows using interest rates available for the issuance of debt with similar terms and remaining maturities.
The determination of the fair value of the acquired tangible and intangible assets and assumed liabilities of acquisitions requires us to make significant judgments and assumptions about the numerous inputs discussed above. The use of different assumptions in these fair value calculations could significantly affect the reported amounts of the allocation of our acquisition related assets and liabilities and the related depreciation and amortization expense recorded for such assets and liabilities. In addition, because the value of above and below market leases are amortized as either a reduction or increase to rental income, respectively, our judgments for these intangibles could have a significant impact on our reported rental revenues and results of operations.
Transaction costs associated with our acquisitions, including costs incurred during negotiation, are capitalized as part of the purchase price of the acquisition. During the years ended December 31, 2019, 20182021, 2020 and 2017,2019, we capitalized $1.6$1.3 million, $3.8$0.3 million, and $4.6$1.6 million, respectively, of acquisition costs.
Evaluation of Asset Impairment
We evaluate our real estate assets for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a given asset may not be recoverable. We evaluate our real estate assets for impairment on a property-by-property basis. Indicators we use to determine whether an impairment evaluation is necessary include:
•low occupancy levels, forecasted low occupancy levels or near term lease expirations at a specific property;
•current period operating or cash flow losses combined with a historical pattern or future projection of potential continued operating or cash flow losses at a specific property;
•deterioration in rental rates for a specific property as evidenced by sudden significant rental rate decreases or continuous rental rate decreases over numerous quarters, which could signal a continued decrease in future cash flow for that property;
•deterioration of a given rental submarket as evidenced by significant increases in market vacancy and/or negative absorption rates or continuous increases in market vacancy and/or negative absorption rates over numerous quarters, which could signal a decrease in future cash flow for properties within that submarket;
61
•significant increases in property sales yields, continuous increases in property sales yields over several quarters, or recent property sales at a loss within a given submarket, each of which could signal a decrease in the market value of properties;
•significant change in strategy or use of a specific property or any other event that could result in a decreased holding period, including classifying a property as held for sale, or significant development delay;
•evidence of material physical damage to the property; and
•default by a significant tenant when any of the other indicators above are present.
When we evaluate for potential impairment our real estate assets to be held and used, we first evaluate whether there are any indicators of impairment. If any impairment indicators are present for a specific real estate asset, we then perform an undiscounted cash flow analysis and compare the net carrying amount of the real estate asset to the real estate asset’s estimated undiscounted future cash flow over the anticipated holding period. If the estimated undiscounted future cash flow is less than the net carrying amount of the real estate asset, we perform an impairment loss calculation to determine if the fair value of the real estate asset is less than the net carrying value of the real estate asset. Our impairment loss calculation compares the net carrying amount of the real estate asset to the real estate asset’s estimated fair value, which may be based on estimated discounted future cash flow calculations or third-party valuations or appraisals. We recognize an impairment loss if the amount of the asset’s net carrying amount exceeds the asset’s
estimated fair value. If we recognize an impairment loss, the estimated fair value of the asset becomes its new cost basis. For a depreciable long-lived asset, the new cost basis would be depreciated (amortized) over the remaining useful life of that asset. If a real estate asset is designated as real estate held for sale, it is carried at the lower of the net carrying value or estimated fair value less costs to sell, and depreciation ceases.
Our undiscounted cash flow and fair value calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flow and property fair values, including determining our estimated holding period and selecting the discount or capitalization rate that reflects the risk inherent in future cash flow. Estimating projected cash flow is highly subjective as it requires assumptions related to future rental rates, tenant allowances, operating expenditures, property taxes, capital improvements, and occupancy levels. We are also required to make a number of assumptions relating to future economic and market events and prospective operating trends. Determining the appropriate capitalization rate also requires significant judgment and is typically based on many factors including the prevailing rate for the market or submarket, as well as the quality and location of the properties. Further, capitalization rates can fluctuate resulting from a variety of factors in the overall economy or within regional markets. If the actual net cash flow or actual market capitalization rates significantly differ from our estimates, the impairment evaluation for an individual asset could be materially affected.
For each property where such an indicator occurred and/or for properties within a given submarket where such an indicator occurred, we completed an impairment evaluation. After completing this process, we determined that for each of the operating properties evaluated, undiscounted cash flows over the holding period were in excess of carrying value and, therefore, we did not record any impairment losses for these properties.properties for the years ended December 31, 2021, 2020 and 2019.
Cost Capitalization and Depreciation
We capitalize costs associated with development and redevelopment activities, capital improvements, and tenant improvements, including internal compensation costs. For the years ended December 31, 2019, 20182021, 2020 and 2017,2019, we capitalized $25.6$20.7 million, $24.2$21.8 million and $23.2$25.6 million, respectively, of internal costs to our qualifying development and redevelopment projects. In addition, for development and redevelopment projects, we also capitalize the following costs during periods in which activities necessary to prepare the project for its intended use are in progress: interest costs based on the weighted average interest rate of our outstanding indebtedness for the period, real estate taxes and insurance.
62
Amounts capitalized are depreciated or amortized over estimated useful lives determined by management. We depreciate buildings and improvements based on the estimated useful life of the asset, and we amortize tenant improvements over the shorter of the estimated useful life or estimated remaining life of the related lease. All capitalized costs are depreciated or amortized using the straight-line method.
Determining whether expenditures meet the criteria for capitalization and the assignment of depreciable lives requires management to exercise significant judgment. Expenditures that meet one or more of the following criteria generally qualify for capitalization:
•provide benefit in future periods;
•extend the useful life of the asset beyond our original estimates; and
•increase the quality of the asset beyond our original estimates.
Our historical experience has demonstrated that we have not had material write-offs of assets and that our depreciation and amortization estimates have been reasonable and appropriate.
Share-Based Incentive Compensation Accounting
At December 31, 2019,2021, the Company had one share-based incentive compensation plan, the Kilroy Realty 2006 Incentive Award Plan, which is described more fully in Note 15 “Share-Based and Other Compensation” to our consolidated financial statements included in this report. The Executive Compensation Committee determines compensation for executive officers, as defined in Rule 16 under the Exchange Act. Compensation cost for all share-based awards, including options, requires an estimate of fair value on the grant date and compensation cost is recognized on a straight-line basis over the service vesting period, which represents the requisite service period. The grant date fair value for compensation programs that contain market conditions, like modifiers based on total stockholder return (a “market condition”), are performed using complex pricing valuation models that require the input of assumptions, including judgments to estimate expected stock price volatility, expected life, and forfeiture rate. Specifically, the grant date fair value of share-based compensation programs that include market conditions are calculated using a Monte Carlo simulation pricing model and the grant date fair value of stock option grants are calculated using the Black-Scholes valuation model. Additionally, certain of our market condition share-based compensation programs also contain pre-defined financial performance conditions, including FFO per share FAD per share growth, and debt to EBITDA ratio goals which can impact the number of restricted stock units ultimately earned. This variability relating to the level of the performance condition achieved requires management’s judgment and estimates, which impacts compensation cost recognized for these awards during the performance period. As of December 31, 2019,2021, the performance condition for certain of our outstanding market condition share-based compensation programs has been met and compensation cost for these awards is no longer variable. For these awards, although the number of restricted stock units ultimately earned remains variable subject to the ultimate achievement level of the market condition, compensation cost is no longer variable for these awards as the market condition was already taken into consideration as part of the grant date fair value calculation. As of December 31, 2019,2021, there are certain outstanding share-based compensation awards where the achievement of the performance conditions have not allcondition is yet been met.unknown as the award is still within its performance measurement period. For these awards, compensation cost and the number of restricted stock units ultimately earned remains variable and compensation cost for these awards is recorded based the estimated level of achievement of the performance conditions through the requisite service period. Changes to compensation cost resulting from changes in the estimated level of achievement of the performance conditions are recorded as cumulative adjustments in the period the change in the estimated level of achievement of the performance conditions is determined.
For the years ended December 31, 2019, 2018,2021, 2020, and 20172019 we recorded approximately $18.1$26.2 million, $23.5$23.4 million, and $14.5$18.1 million, respectively, of compensation cost related to programs that were subject to such valuation models. If the valuation of the grant date fair value for such programs changed by 10%, the potential impact to our net income available to common stockholders would be approximately $1.6$2.3 million, $2.0 million, and $1.1$1.6 million for the years ended December 31, 2019, 2018,2021, 2020, and 2017,2019, respectively.
Factors That May Influence Future Results of Operations
Development Programand Redevelopment Programs
We believe that a portion of our long-term future growth will continue to come from the completion of our in-process development and redevelopment projects and, subject to market conditions, executing on our future development pipeline, including expanding entitlements. Over the past several years, we increased our focus on development and redevelopment opportunities and expanded our future development pipeline through targeted acquisitions of development opportunities on the West Coast. This includesCoast and in June 2021, into Austin, Texas with our acquisition of Indeed Tower, which is in the acquisitions of two development sites in two separate transactions for a total cash purchase price of approximately $173.0 million in 2019, as discussed in “—Acquisitions” below.tenant improvement phase.
We have a proactive planning process by which we continually evaluate the size, timing, costs and scope of our development programand redevelopment programs and, as necessary, scale activity to reflect the economic conditions and the real estate fundamentals that exist in our submarkets. We expect to execute on our development programand redevelopment programs with prudence and will be pursuing opportunities with attractive economic returns in strategic locations with proximity to public transportation or transportation access and retail amenities and in markets with strong fundamentals and visible demand. We plan to develop in phases, as appropriate, and we generally favor starting projects with pre-leasing activity,activity.
Consistent with 2020, our development activities were largely unaffected by the COVID-19 pandemic during the year ended December 31, 2021; however, the COVID-19 pandemic, and future restrictions intended to prevent its spread if case rates surge again, as appropriate.a result of the spread of new variants or otherwise, may cause delays or increase costs associated with building materials or construction services necessary for construction which could adversely impact our ability to continue or complete construction as planned, on budget or at all for our development projects, and may delay the start of construction on our future development pipeline projects. Refer to “Part I , Item IA. Risk Factors” included in this report for additional information about the potential impact of the COVID-19 pandemic, and restrictions intended to prevent its spread, on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.
Stabilized Development Projects
During the year ended December 31, 2019,2021, we completed and added the following projectprojects to our stabilized portfolio:
64
space at a total estimated investment of $215.0 million and is 100% leased to one tenant. We completed construction on 350 Oyster Point Boulevard during September 2021 and commenced revenue recognition on October 1, 2021. 352 and 354 Oyster Point Boulevard encompass 425,687 square feet of office space at a total estimated investment of $570.0 million. In 2019, we executed two 12-year leases for$355.0 million and are 100% of Phase I of the project.leased to one tenant. We currently expect this project to stabilize in the fourth quarter ofcompleted construction on 352 and 354 Oyster Point Boulevard during October 2021 and commenced revenue recognition on November 1, 2021.
In-Process Development Projects - Tenant Improvement
As of December 31, 2021, the following projects were in the first quarter of 2021.tenant improvement phase:
•333 Dexter, South Lake Union, Seattle, Washington. We commenced construction on this project in June 2017. This project encompasses approximately 635,000 square feet of office space at a total estimated investment of $410.0 million. During the year ended December 31, 2019, we executed a lease formillion and 100% of the project withis leased to a Fortune 50 publicly tradedglobal technology company. Construction is currently in progressIn June 2020, we completed construction and commenced revenue recognition on the first phase of the project, representing approximately 49% of the project. The remaining two phases are currently expected to reach stabilization in the second half of 2022.
•Indeed Tower, Austin CBD, Austin, Texas. We acquired this project upon core/shell completion in June 2021. This project encompasses approximately 734,000 square feet of office space at a total estimated investment of $690.0 million and is 58% leased to four tenants with 42% of the space leased to Indeed.com through 2034. We currently estimatedexpect this project to move into the tenant improvement phasereach stabilization in the first quarter of 2020 and stabilize2024.
In-Process Development Projects - Under Construction
As of December 31, 2021, we had two projects in our in-process development pipeline that were under construction:
•Kilroy Oyster Point (Phase 2), South San Francisco, California. In June 2021, we commenced construction on Phase 2 of this 39-acre life science campus situated on the waterfront in South San Francisco. The second halfphase encompasses approximately 875,000 square feet of 2022.office space across three buildings at a total estimated investment of $940.0 million.
65
In-Process Redevelopment
As of December 31, 2019,2021, we had one redevelopment project that was under construction:
•12340 El Camino Real, Del Mar, San Diego, California. During the three months ended December 31, 2021, we began the phased redevelopment of this property, comprised of approximately 96,000 square feet, for life science use. We expect to complete redevelopment of the project in the third quarter of 2022 with total estimated redevelopment costs of $40.0 million, inclusive of the depreciated basis of the building. The project is 100% leased to a life science tenant and will have phased commencement dates during 2022.
Committed Redevelopment
As of December 31, 2021, we had two projects that were committed for redevelopment in phases based on existing lease expiration dates and timing of tenant improvement build-outs:
•12400 High Bluff Drive, Del Mar, San Diego, California. We executed a lease with a life science tenant for 182,000 square feet of this property, of which we plan to redevelop approximately 144,000 square feet, beginning in the first quarter of 2022. We expect to complete redevelopment of the project in the third quarter of 2022 with total estimated redevelopment costs of $50.0 million, inclusive of 66% of the depreciated basis of the building.
•4690 Executive Drive, University Towne Center, San Diego, California. We plan to redevelop this property, comprised of approximately 52,000 square feet, in phases, beginning in the second quarter of 2022 for life science use. We expect to complete redevelopment of the project in the third quarter of 2023 with total estimated redevelopment costs of $25.0 million, inclusive of the depreciated basis of the building. The project is 100% leased to a life science tenant.
Future Development Pipeline
As of December 31, 2021, our future development pipeline included fivesix future projects located in Greater Seattle, the San Francisco Bay Area and San Diego County with an aggregate cost basis of approximately $985.7 million,$1.0 billion, at which we believe we could develop more than 6.05.5 million rentable square feet for a total estimated investment of approximately $5.0 billion to $7.0 billion, depending on successfully obtaining entitlements and market conditions.
The following table sets forth information about our future development pipeline.
| Future Development Pipeline | Location | Approx. Developable Square Feet (1) | Total Costs as of 12/31/2019 ($ in millions)(2) | Future Development Pipeline | Location | Approx. Developable Square Feet (1) | Total Costs as of 12/31/2021 ($ in millions)(2) | |||||||||||||||||||||
| San Diego County | San Diego County | |||||||||||||||||||||||||||
| Santa Fe Summit – Phases II and III | 56 Corridor | 600,000 - 650,000 | $ | 80.4 | ||||||||||||||||||||||||
| 1335 Broadway & 901 Park Boulevard | East Village | TBD | 45.1 | |||||||||||||||||||||||||
| Santa Fe Summit – Phases 2 and 3 | Santa Fe Summit – Phases 2 and 3 | 56 Corridor | 600,000 - 650,000 | $ | 87.8 | |||||||||||||||||||||||
| 2045 Pacific Highway | 2045 Pacific Highway | Little Italy | 275,000 | 48.7 | ||||||||||||||||||||||||
| Kilroy East Village | Kilroy East Village | East Village | TBD | 61.8 | ||||||||||||||||||||||||
| San Francisco Bay Area | San Francisco Bay Area | |||||||||||||||||||||||||||
| Kilroy Oyster Point - Phase II - IV | South San Francisco | 1,750,000 - 1,900,000 | 330.5 | |||||||||||||||||||||||||
| Kilroy Oyster Point - Phases 3 and 4 | Kilroy Oyster Point - Phases 3 and 4 | South San Francisco | 875,000 - 1,000,000 | 203.6 | ||||||||||||||||||||||||
| Flower Mart | SOMA | 2,300,000 | 392.3 | Flower Mart | SOMA | 2,300,000 | 460.8 | |||||||||||||||||||||
| Greater Seattle | Greater Seattle | |||||||||||||||||||||||||||
| Seattle CBD Project | Seattle CBD | TBD | 137.4 | |||||||||||||||||||||||||
| SIX0 - Office & Residential | SIX0 - Office & Residential | Denny Regrade | 925,000 | 155.2 | ||||||||||||||||||||||||
| TOTAL: | $ | 985.7 | TOTAL: | $ | 1,017.9 | |||||||||||||||||||||||
________________________
(1)The developable square feet and scope of projects could change materially from estimated data provided due to one or more of the following: any significant changes in the economy, market conditions, our markets, tenant requirements and demands, construction costs, new supply, regulatory and entitlement processes or project design.
66
Fluctuations in our development activities could cause fluctuations in the average development asset balances qualifying for interest and other carrying cost and internal cost capitalization in future periods. During the years ended December 31, 20192021 and 2018,2020, we capitalized interest on in-process development projects and future development pipeline projects with an average aggregate cost basis of approximately $2.0 billion, and $1.6 billion, respectively, as it was determined these projects qualified for interest and other carrying cost capitalization under GAAP. In the event of an extended cessation of development activities, such projects may potentially no longer qualify for capitalization of interest or other carrying costs. However, a cessation of development activities caused by events outside of our control, such as those as a result of government restrictions aimed at stopping the spread of COVID-19, would not impact our ability to capitalize interest and other carrying costs. For the years ended December 31, 20192021 and 2018,2020, we capitalized $81.2$80.2 million and $68.1$79.6 million, respectively, of interest to our qualifying development and redevelopment projects. For the years ended December 31, 20192021 and 2018,2020, we capitalized $25.6$20.7 million and $24.2$21.8 million, respectively, of internal costs to our qualifying redevelopment and development projects.
Capital Recycling Program.
We continuously evaluate opportunities for the potential disposition of non-core properties and undeveloped land in our portfolio or the formation of strategic ventures with the intent of recycling the proceeds generated into capital used to fund new operating and development acquisitions, to finance development and redevelopment expenditures, to repay long-term debt and for other general corporate purposes. As part of this strategy, we attempt to enter into Section 1031 Exchanges and other tax deferred transaction structures, when possible, to defer some or all of the taxable gains on the sales, if any, for federal and state income tax purposes. See the “Liquidity and Capital Resources of the Operating Partnership – Liquidity Sources” section for further discussion of our capital recycling activities.
In connection with our capital recycling strategy, during 2019,2021, we completed the sale of twothree office properties to unaffiliated third parties for total gross sales proceeds of $133.8 million.$1.12 billion through the sale of three office buildings. The taxable gain from the $1.08 billion disposition of one of these office buildings was deferred through a Section 1031 Exchange. During 2018,2020, we completed the sale of 11one office propertiesproperty to unaffiliated third parties for total gross sales proceeds of $373.0$75.9 million.
The timing of any potential future disposition or strategic venture transactions will depend on market conditions and other factors, including but not limited to our capital needs, the availability of financing for potential buyers (which has been and may continue to be constrained for some potential buyers due to the ongoing COVID-19 pandemic’s impact on economic and market conditions, including the financial markets), and our ability to defer some or all of the taxable gains on the sales. We cannot assure that we will dispose of any additional properties, enter into any additional strategic ventures, or that we will be able to identify and complete the acquisition of a suitable replacement property to effect a Section 1031 Exchange or be able to use other tax deferred structures in connection with our strategy. See the “Liquidity and Capital Resources of the Operating Partnership – Liquidity Sources” section for further information.
Acquisitions
As part of our growth strategy, which is highly dependent on market conditions and business cycles, among other factors, we continue to evaluate strategic opportunities and remain a disciplined buyer of development and redevelopment opportunities as well as value-add and strategic operating properties.properties and land. We continue to focus on growth opportunities primarily in West Coast markets populated by knowledge and creative basedcreative-based tenants in a variety of industries, including technology, media, healthcare, life sciences, entertainment and professional services. Against the backdrop of market volatility, we expect to manage a strong balance sheet, execute on our development programand redevelopment programs and selectively evaluate opportunities that we believe have the potential to either add immediate Net Operating Income to our portfolio or play a strategic role in our future growth.
During the year ended December 31, 2019,2021, we acquired one operating property, the land underlying a 19-building creative office campushistorical ground lease and two development sitesproperties in threefour transactions for a total cash purchase price of $359.0 million. During$1.16 billion. We did not acquire any operating or development properties during the year ended December 31, 2018, we acquired four office buildings in two transactions for a total cash purchase price of $257.0 million and a 39-acre development site for approximately $308.2 million.2020. We generally finance our acquisitions through proceeds from the issuance of debt and equity securities, borrowings
67
under our unsecured revolving credit facility, proceeds from our capital recycling program, the assumption of existing debt and cash flows from operations.
Incentive Compensation
Our Executive Compensation Committee determines compensation, including cash bonuses and equity incentives, for our executive officers, as defined in Rule 16 under the Exchange Act. For 2019,2021, the annual cash bonus program was structured to allow the Executive Compensation Committee to evaluate a variety of key quantitative and qualitative metrics at the end of the year and make a determination based on the Company’s and
management’s overall performance. Our Executive Compensation Committee also grants equity incentive awards from time to time that include performance-based and/or market-measure based vesting requirements and time-based vesting requirements. As a result, accrued incentive compensation and compensation expense for future awards may be affected by our operating and development performance, financial results, stock price, performance against applicable performance-based vesting goals, market conditions, liquidity measures, and other factors. Consequently, we cannot predict the amounts that will be recorded in future periods related to such incentive compensation.
As of December 31, 2019,2021, there was approximately $50.5$23.6 million of total unrecognized compensation cost related to outstanding nonvested shares of restricted common stock and RSUs issued under share-based compensation arrangements. Those costs are expected to be recognized over a weighted-average period of 2.11.6 years. The $50.5ultimate amount of compensation cost recognized related to outstanding nonvested RSUs issued under share-based compensation arrangements may vary for performance-based RSUs that are still in the performance period based on performance against applicable performance-based vesting goals. The $23.6 million of unrecognized compensation cost does not reflect the future compensation cost for any potential share-based awards that may be issued subsequent to December 31, 2019.2021. Share-based compensation expense for potential future awards could be affected by our operating and development performance, financial results, stock price, performance against applicable performance-based vesting goals, market conditions and other factors. For additional information regarding our equity incentive awards, see Note 15 “Share-Based and Other Compensation” to our consolidated financial statements included in this report.
68
Information on Leases Commenced and Executed
Leasing Activity and Changes in Rental Rates. The amount of net rental income generated by our properties depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space, newly developed or redeveloped properties, newly acquired properties with vacant space, and space available from unscheduled lease terminations. The amount of rental income we generate also depends on our ability to maintain or increase rental rates in our submarkets. Negative trends in one or more of these factors could adversely affect our rental income in future periods. The following tables set forth certain information regarding leasing activity for our stabilized portfolio during the year ended December 31, 2019.2021.
For Leases Commenced
1st & 2nd Generation (1)(2) | 2nd Generation (1)(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Leases (3) | Rentable Square Feet (3) | Retention Rates (4) | TI/LC per Sq. Ft. (5) | TI/LC per Sq. Ft. / Year | Changes in Rents (6)(7) | Changes in Cash Rents (8) | Weighted Average Lease Term (in months) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| New | Renewal | New | Renewal | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended December 31, 2021 | 52 | 43 | 1,503,377 | 407,988 | 37.5 | % | $ | 57.44 | $ | 8.73 | 48.4 | % | 28.6 | % | 79 | ||||||||||||||||||||||||||||||||||||||||||||
1st & 2nd Generation (1)(2) | 2nd Generation (1)(2) | ||||||||||||||||||||||||||||||
Number of Leases (3) | Rentable Square Feet (3) | Retention Rates (4) | TI/LC per Sq. Ft. (5) | TI/LC per Sq. Ft. / Year | Changes in Rents (6)(7) | Changes in Cash Rents (8) | Weighted Average Lease Term (in months) | ||||||||||||||||||||||||
| New | Renewal | New | Renewal | ||||||||||||||||||||||||||||
| Year Ended December 31, 2019 | 70 | 58 | 1,440,649 | 867,514 | 35.5 | % | $ | 50.49 | $ | 6.45 | 41.1 | % | 18.4 | % | 94 | ||||||||||||||||
For Leases Executed (9)
1st & 2nd Generation (1)(2) | 2nd Generation (1)(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Leases (3) | Rentable Square Feet (3) | TI/LC per Sq. Ft. (5) | TI/LC Per Sq. Ft. / Year | Changes in Rents (6)(7) | Changes in Cash Rents (8) | Weighted Average Lease Term (in months) | |||||||||||||||||||||||||||||||||||||||||||||||
| New | Renewal | New | Renewal | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended December 31, 2021 | 52 | 43 | 768,624 | 407,988 | $ | 38.15 | $ | 7.89 | 20.8 | % | 7.0 | % | 58 | ||||||||||||||||||||||||||||||||||||||||
1st & 2nd Generation (1)(2) | 2nd Generation (1)(2) | |||||||||||||||||||||||||||
Number of Leases (3) | Rentable Square Feet (3) | TI/LC per Sq. Ft. (5) | TI/LC Per Sq. Ft. / Year | Changes in Rents (6)(7) | Changes in Cash Rents (8) | Weighted Average Lease Term (in months) | ||||||||||||||||||||||
| New | Renewal | New | Renewal | |||||||||||||||||||||||||
| Year Ended December 31, 2019 | 70 | 58 | 964,247 | 867,514 | $ | 59.01 | $ | 8.64 | 52.3 | % | 29.6 | % | 82 | |||||||||||||||
(2)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. (3)Represents leasing activity for leases that commenced or were signed during the period, including first and second generation space, net of month-to-month leases. Excludes leasing on new construction. (4)Calculated as the percentage of space either renewed or expanded into by existing tenants or subtenants at lease expiration. (5)Tenant improvements and leasing commissions per square foot exclude tenant-funded tenant improvements. (6)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. (7)Excludes commenced and executed leases of approximately 972,706 and528,897 rentable square feet, respectively, for the year ended December 31, 2021, 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 more meaningful market comparison. (8)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. (9)For the year ended December 31, 2021, 20 new leases totaling 565,035 rentable square feet were signed but not commenced as |
Our rental rates and occupancy are impacted by general economic conditions, including the pace of regional economic growth and access to capital. Therefore, we cannot give any assurance that leases will be renewed or that available space will be re-leased at rental rates equal to or above the current market rates. In addition, although we believe the weighted average cash rental rates for our stabilized portfolio are generally below current market rates in many of our markets, we are currently unable to provide further comparative information at December 31, 2021 due to the relatively low level of recent transaction volume in our markets as a result of the COVID-19 pandemic.
As restrictions intended to prevent the spread of COVID-19 began to be lifted during the year ended December 31, 2021, we started to see an increase in prospective tenant tours and inquiries and leasing activity compared to 2020 levels. While we do not believe that our development leasing and ability to renew leases scheduled to expire has been significantly impacted by the COVID-19 pandemic, we do believe that the impact of the restrictions and social distancing guidelines and the economic uncertainty caused by the COVID-19 pandemic has impacted the timing and volume of leasing and may continue to do so in the future, particularly if case rates surge again, as a result of the spread of new variants or otherwise. Additionally, decreased demand, increased competition (including sublease space available from our tenants) and other negative trends or unforeseeable events that impair our ability
69
to timely renew or re-lease space could have further negative effects on our future financial condition, results of operations, and cash flows.
Scheduled Lease Expirations. The following tables set forth certain information regarding our lease expirations for our stabilized portfolio for the next five years and by region for the next two years.
Lease Expirations (1)
| Year of Lease Expiration | Number of Expiring Leases | Total Square Feet | % of Total Leased Sq. Ft. | Annualized Base Rent (2)(3) | % of Total Annualized Base Rent (2) | Annualized Base Rent per Sq. Ft. (2) | ||||||||||||||
2020 (4) | 82 | 965,896 | 7.7 | % | $ | 42,648 | 6.6 | % | $ | 44.15 | ||||||||||
2021 (4) | 80 | 843,494 | 6.8 | % | 36,461 | 5.6 | % | 43.23 | ||||||||||||
| 2022 | 62 | 749,273 | 6.0 | % | 32,488 | 5.1 | % | 43.36 | ||||||||||||
| 2023 | 77 | 1,227,648 | 9.7 | % | 64,992 | 10.1 | % | 52.94 | ||||||||||||
| 2024 | 56 | 998,249 | 8.0 | % | 47,378 | 7.4 | % | 47.46 | ||||||||||||
| Total | 357 | 4,784,560 | 38.2 | % | $ | 223,967 | 34.8 | % | $ | 46.81 | ||||||||||
| Year | Region | # of Expiring Leases | Total Square Feet | % of Total Leased Sq. Ft. | Annualized Base Rent (2)(3) | % of Total Annualized Base Rent (2) | Annualized Rent per Sq. Ft. (2) | |||||||||||||||
2020 (4) | Greater Los Angeles | 49 | 434,475 | 3.5 | % | $ | 18,226 | 2.8 | % | $ | 41.95 | |||||||||||
| San Diego | 16 | 203,510 | 1.6 | % | 8,266 | 1.3 | % | 40.62 | ||||||||||||||
| San Francisco Bay Area | 14 | 241,096 | 1.9 | % | 13,662 | 2.1 | % | 56.67 | ||||||||||||||
| Greater Seattle | 3 | 86,815 | 0.7 | % | 2,494 | 0.4 | % | 28.73 | ||||||||||||||
| Total | 82 | 965,896 | 7.7 | % | $ | 42,648 | 6.6 | % | $ | 44.15 | ||||||||||||
2021 (4) | Greater Los Angeles | 46 | 285,425 | 2.4 | % | $ | 11,636 | 1.8 | % | $ | 40.77 | |||||||||||
| San Diego | 14 | 289,457 | 2.3 | % | 11,635 | 1.8 | % | 40.20 | ||||||||||||||
| San Francisco Bay Area | 11 | 239,259 | 1.9 | % | 12,245 | 1.9 | % | 51.18 | ||||||||||||||
| Greater Seattle | 9 | 29,353 | 0.2 | % | 945 | 0.1 | % | 32.19 | ||||||||||||||
| Total | 80 | 843,494 | 6.8 | % | $ | 36,461 | 5.6 | % | $ | 43.23 | ||||||||||||
| Year of Lease Expiration | Number of Expiring Leases | Total Square Feet | % of Total Leased Sq. Ft. | Annualized Base Rent (2)(3) | % of Total Annualized Base Rent (2) | Annualized Base Rent per Sq. Ft. (2) | ||||||||||||||||||||||||||||||||
2022 (4) | 59 | 799,769 | 5.8 | % | $ | 34,178 | 4.5 | % | $ | 42.73 | ||||||||||||||||||||||||||||
2023 (4) | 79 | 1,557,424 | 11.1 | % | 79,366 | 10.4 | % | 50.96 | ||||||||||||||||||||||||||||||
| 2024 | 65 | 1,039,203 | 7.4 | % | 48,581 | 6.3 | % | 46.75 | ||||||||||||||||||||||||||||||
| 2025 | 60 | 798,352 | 5.7 | % | 39,784 | 5.2 | % | 49.83 | ||||||||||||||||||||||||||||||
| 2026 | 49 | 1,829,440 | 13.1 | % | 83,856 | 10.9 | % | 45.84 | ||||||||||||||||||||||||||||||
| Total | 312 | 6,024,188 | 43.1 | % | $ | 285,765 | 37.3 | % | $ | 47.44 | ||||||||||||||||||||||||||||
| Year | Region | # of Expiring Leases | Total Square Feet | % of Total Leased Sq. Ft. | Annualized Base Rent (2)(3) | % of Total Annualized Base Rent (2) | Annualized Rent per Sq. Ft. (2) | |||||||||||||||||||||||||||||||||||||
2022 (4) | Greater Los Angeles | 41 | 339,881 | 2.4 | % | $ | 14,753 | 1.9 | % | $ | 43.41 | |||||||||||||||||||||||||||||||||
| San Diego County | 9 | 336,792 | 2.5 | % | 13,965 | 1.9 | % | 41.46 | ||||||||||||||||||||||||||||||||||||
| San Francisco Bay Area | 5 | 50,166 | 0.4 | % | 3,180 | 0.4 | % | 63.39 | ||||||||||||||||||||||||||||||||||||
| Greater Seattle | 4 | 72,930 | 0.5 | % | 2,280 | 0.3 | % | 31.26 | ||||||||||||||||||||||||||||||||||||
| Total | 59 | 799,769 | 5.8 | % | $ | 34,178 | 4.5 | % | $ | 42.73 | ||||||||||||||||||||||||||||||||||
2023 (4) | Greater Los Angeles | 44 | 436,497 | 3.1 | % | $ | 23,625 | 3.1 | % | $ | 54.12 | |||||||||||||||||||||||||||||||||
| San Diego County | 10 | 193,842 | 1.4 | % | 8,342 | 1.1 | % | 43.04 | ||||||||||||||||||||||||||||||||||||
| San Francisco Bay Area | 16 | 437,588 | 3.1 | % | 26,784 | 3.5 | % | 61.21 | ||||||||||||||||||||||||||||||||||||
| Greater Seattle | 9 | 489,497 | 3.5 | % | 20,615 | 2.7 | % | 42.11 | ||||||||||||||||||||||||||||||||||||
| Total | 79 | 1,557,424 | 11.1 | % | $ | 79,366 | 10.4 | % | $ | 50.96 | ||||||||||||||||||||||||||||||||||
_____________________
(1) For leases that have been renewed early with existing tenants, the expiration date and annualized base rent information presented takes into consideration the renewed lease terms. Excludes leases not commenced as of December 31, 2021, space leased under month-to-month leases, storage leases, vacant space and future lease renewal options not executed as of December 31, 2021.
(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.”
(3) Includes 100% of annualized base rent of consolidated property partnerships.
(4) Adjusting for leases executed as of December 31, 2021 but not yet commenced, the 2022 and 2023 expirations would be reduced by 214,542 and 18,728 square feet, respectively.
In addition to the 0.71.3 millionrentable square feet, or 5.4%8.1%, of currently available space in our stabilized portfolio, leases representing approximately 7.7%5.8% and 6.8%11.1% of the occupied square footage of our stabilized portfolio are scheduled to expire during 20202022 and 2021,2023, respectively. The leases scheduled to expire in 20202022 and 20212023 represent approximately 1.82.4 million rentable square feet, or 12.2%14.9%, of our total annualized base rental revenue. Individual properties within any particular submarket presently mayAdjusting for leases executed as of December 31, 2021 but not yet commenced, the remaining 2022 and 2023 expirations would be leased either above, below, or at the current quoted market rates within that submarket. Our ability to re-lease available space depends upon both general market conditions585,227 and the market conditions in the specific regions in which individual properties are located.1,538,696 square feet, respectively.
70
Stabilized Portfolio Information
As of December 31, 2019,2021, our stabilized portfolio was comprised of 112120 office and life science properties encompassing an aggregate of approximately 13.515.5 million rentable square feet and 2001,001 residential units at our residential tower in Hollywood, California.units. Our stabilized portfolio includes all of our properties with the exception of development and redevelopment properties currently committed for construction, under construction or in the tenant improvement phase, redevelopment projects under construction, undeveloped land recently completed residential properties not yet stabilized and real estate assets held for sale. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs on the existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property. We define properties in the tenant improvement phase as office and retaillife science properties that we are developing or redeveloping where the project has reached cold shell condition and is ready for tenant improvements, which may require additional major base building construction before being placed in service. Projects in the tenant improvement phase are added to our stabilized portfolio once the project reaches the earlier of 95% occupancy or one year from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets as the historical cost of the property as the projects or phases of projects are placed in service.
We did not have any redevelopment orproperties held for sale properties at December 31, 2019.2021. Our stabilized portfolio also excludes our future development pipeline, which as of December 31, 20192021 was comprised of fivesix potential development sites, representing approximately 6159 gross acres of undeveloped land on which we believe we have the potential to develop more than 6.05.5 million rentable square feet, depending upon economic conditions.
As of December 31, 2019,2021, the following properties were excluded from our stabilized portfolio:
Number of Properties/Projects | Estimated Rentable Square Feet (1) /Units | |||
In-process development projects - tenant improvement (2) | 2 | 846,000 | ||
In-process development projects - under construction (3) | 6 | 2,291,000 | ||
Completed residential development project (4) | 1 | 237 units | ||
| Number of Properties/Projects | Estimated Rentable Square Feet (1) | ||||||||||
In-process development projects - tenant improvement (2) | 3 | 1,604,000 | |||||||||
| In-process development projects - under construction | 2 | 946,000 | |||||||||
In-process redevelopment projects - under construction (3) | 1 | 96,000 | |||||||||
________________________
(1)Estimated rentable square feet upon completion.
(2)Includes the development property acquired in Austin, Texas during the year ended December 31, 2021. Refer to Note 3 “Acquisitions” to our consolidated financial statements included in this report for additional information.
(3)Excludes the two committed redevelopment projects at December 31, 2021, which are included in the stabilized portfolio.
The following table reconciles the changes in the rentable square feet in our stabilized office portfolio of operating properties from December 31, 20182020 to December 31, 2019:2021:
| Number of Buildings | Rentable Square Feet | |||||||||||||||
Number of Buildings | Rentable Square Feet | |||||||||||||||
| Total as of December 31, 2018 | 94 | 13,232,580 | ||||||||||||||
| Total as of December 31, 2020 | Total as of December 31, 2020 | 117 | 14,620,166 | |||||||||||||
| Acquisitions | 19 | 151,908 | Acquisitions | 1 | 539,226 | |||||||||||
| Completed development properties placed in-service | 1 | 377,152 | Completed development properties placed in-service | 6 | 1,109,509 | |||||||||||
| Properties transferred to redevelopment | Properties transferred to redevelopment | (1) | (89,990) | |||||||||||||
| Dispositions | (2 | ) | (355,654 | ) | Dispositions | (3) | (852,746) | |||||||||
| Remeasurement | — | 69,809 | Remeasurement | — | 130,363 | |||||||||||
Total as of December 31, 2019 (1) | 112 | 13,475,795 | ||||||||||||||
Total as of December 31, 2021 (1) | Total as of December 31, 2021 (1) | 120 | 15,456,528 | |||||||||||||
________________________
(1)Includes four properties owned by consolidated property partnerships (see Note 2 “Basis of Presentation and Significant Accounting Policies” to our consolidated financial statements included in this report for additional information).
71
Occupancy Information
The following table sets forth certain information regarding our stabilized portfolio:
Stabilized Portfolio Occupancy
| Region | Number of Buildings | Rentable Square Feet | Occupancy at (1) | |||||||||||||||||||||||||||||
| 12/31/2021 | 12/31/2020 | 12/31/2019 | ||||||||||||||||||||||||||||||
| Greater Los Angeles | 55 | 4,436,656 | 86.1 | % | 88.1 | % | 95.2 | % | ||||||||||||||||||||||||
| San Diego County | 22 | 2,426,585 | 95.9 | % | 85.2 | % | 89.7 | % | ||||||||||||||||||||||||
| San Francisco Bay Area | 34 | 6,211,875 | 92.4 | % | 94.5 | % | 95.0 | % | ||||||||||||||||||||||||
| Greater Seattle | 9 | 2,381,412 | 97.2 | % | 94.7 | % | 97.7 | % | ||||||||||||||||||||||||
| Total Stabilized Office Portfolio | 120 | 15,456,528 | 91.9 | % | 91.2 | % | 94.6 | % | ||||||||||||||||||||||||
| Average Occupancy | |||||||||||
| Year Ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
Stabilized Office Portfolio (1) | 91.7 | % | 92.6 | % | |||||||
Same Store Portfolio (2) | 91.3 | % | 92.4 | % | |||||||
Residential Portfolio (3) | 78.0 | % | 72.0 | % | |||||||
_____________________
(1) Occupancy percentages reported are based on our stabilized office portfolio as of the end of the period presented and exclude occupancy percentages of properties held for sale. Represents economic occupancy.
(2) Occupancy percentages reported are based on office properties owned and stabilized as of January 1, 2020 and still owned and stabilized as of December 31, 2021. See discussion under “Results of Operations” for additional information.
(3) Our residential portfolio consists of our 200-unit residential tower and 193-unit Jardine project in Hollywood, California and 608 residential units at our One Paseo mixed-use project in Del Mar, California.
72
| Region | Number of Buildings | Rentable Square Feet | Occupancy at (1) | |||||||||||
| 12/31/2019 | 12/31/2018 | 12/31/2017 | ||||||||||||
| Greater Los Angeles | 51 | 4,025,982 | 95.2 | % | 95.1 | % | 93.3 | % | ||||||
| Orange County | — | — | N/A | 89.6 | % | 86.6 | % | |||||||
| San Diego County | 21 | 2,048,483 | 89.7 | % | 89.3 | % | 97.4 | % | ||||||
| San Francisco Bay Area | 32 | 5,599,540 | 95.0 | % | 96.4 | % | 96.1 | % | ||||||
| Greater Seattle | 8 | 1,801,790 | 97.7 | % | 93.6 | % | 95.4 | % | ||||||
| Total Stabilized Office Portfolio | 112 | 13,475,795 | 94.6 | % | 94.4 | % | 95.2 | % | ||||||
| Average Occupancy | |||||
| Year Ended December 31, | |||||
| 2019 | 2018 | ||||
Stabilized Office Portfolio (1) | 93.3 | % | 94.1 | % | |
Same Store Portfolio (2) | 93.7 | % | 94.3 | % | |
Residential Portfolio (3) | 82.4 | % | 79.7 | % | |
Results of Operations
Comparison of the Year Ended December 31, 20192021 to the Year Ended December 31, 20182020
Net Operating Income
Management internally evaluates the operating performance and financial results of our stabilized portfolio based on Net Operating Income. We define “Net Operating Income” subsequent to the adoption of Topic 842 as consolidated operating revenues (rental income and other property income) less consolidated operating expenses (property expenses, real estate taxes and ground leases). Prior to the adoption of Topic 842 we defined Net Operating Income as consolidated operating revenues (rental income, tenant reimbursements and other property income) less consolidated operating expenses (property expenses, real estate taxes, provision for bad debts and ground leases).
Net Operating Income is considered by management to be an important and appropriate supplemental performance measure to net income because we believe it helps both investors and management to understand the core operations of our properties excluding corporate and financing-related costs and non-cash depreciation and amortization. Net Operating Income is an unlevered operating performance metric of our properties and allows for a useful comparison of the operating performance of individual assets or groups of assets. This measure thereby provides an operating perspective not immediately apparent from GAAP income from operations or net income. In addition, Net Operating Income is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. Other real estate companies may use different methodologies for calculating Net Operating Income, and accordingly, our presentation of Net Operating Income may not be comparable to other real estate companies. Because of the exclusion of the items shown in the reconciliation below, Net Operating Income should only be used as a supplemental measure of our financial performance and not as an alternative to GAAP income from operations or net income.
Management further evaluates Net Operating Income by evaluating the performance from the following property groups:
•Same Store Properties – includes the consolidated 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, 2020 and still owned and included in the stabilized portfolio as of December 31, 2021, including our 200-unit residential tower in Hollywood, California; • |
Development Properties – includes the results generated by our stabilized development projects, certain of our in-process development and redevelopment projects, and expenses for certain of our future development projects including one office and onethe results generated by the following stabilized development properties:
◦One retail development project that was added to the stabilized portfolio in the tenant improvement phase that commenced revenue recognition in the secondfirst quarter of 2019, one2020;
◦One office development project that was added to the stabilized portfolio in the secondfourth quarter of 2019 and the first phase of our residential2020;
◦One office development project that was completedadded to the stabilized portfolio in the first quarter of 2021;
◦One office building that was added to the stabilized portfolio in the second quarter of 2021;
◦Two office buildings that were added to the stabilized portfolio in the third quarter of 2019.2021;
◦608 residential units at our One Paseo mixed-use project in Del Mar, California that were added to the stabilized portfolio in the third quarter of 2020; and
◦193 residential units at our Jardine project in Hollywood, California that were added to the stabilized portfolio in the second quarter of 2021.
•Acquisition Properties – includes the results, from the datesdate of acquisition through the periods presented, for the 19-building creative office campus weone property acquired during 2019in the third quarter of 2021; and
73
•Disposition Properties – includes the results of the one property disposed of in the fourth quarter of 2020, the one property disposed of in the first quarter of 2021, and the four office buildings we acquiredtwo properties disposed of in 2018; andthe fourth quarter of 2021.
The following table sets forth certain information regarding the property groups within our stabilized office portfolio as of December 31, 2019.2021.
| Group | # of Buildings | Rentable Square Feet | Group | # of Buildings | Rentable Square Feet | ||||||||||||||
| Same Store Properties | 88 | 12,673,967 | Same Store Properties | 108 | 13,350,534 | ||||||||||||||
Development Properties - Stabilized (1) | 1 | 394,340 | |||||||||||||||||
Stabilized Development Properties (1) | Stabilized Development Properties (1) | 11 | 1,566,768 | ||||||||||||||||
| Acquisition Properties | 23 | 407,488 | Acquisition Properties | 1 | 539,226 | ||||||||||||||
| Total Stabilized Portfolio | 112 | 13,475,795 | Total Stabilized Portfolio | 120 | 15,456,528 | ||||||||||||||
________________________
(1)Excludes development projects in the tenant improvement phase, our in-process development and redevelopment projects and future development projects.
The following table summarizes our Net Operating Income, as defined, for our total portfolio for the years ended December 31, 20192021 and 2020.
| Year Ended December 31, | Dollar Change | Percentage Change | |||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Reconciliation of Net Income Available to Common Stockholders to Net Operating Income, as defined: | |||||||||||||||||||||||
| Net Income Available to Common Stockholders | $ | 628,144 | $ | 187,105 | $ | 441,039 | 235.7 | % | |||||||||||||||
| Net income attributable to noncontrolling common units of the Operating Partnership | 6,163 | 2,869 | 3,294 | 114.8 | |||||||||||||||||||
| Net income attributable to noncontrolling interests in consolidated property partnerships | 24,603 | 17,319 | 7,284 | 42.1 | |||||||||||||||||||
| Net income | $ | 658,910 | $ | 207,293 | $ | 451,617 | 217.9 | % | |||||||||||||||
| Unallocated expense (income): | |||||||||||||||||||||||
| General and administrative expenses | 92,749 | 99,264 | (6,515) | (6.6) | |||||||||||||||||||
| Leasing costs | 3,249 | 4,493 | (1,244) | (27.7) | |||||||||||||||||||
| Depreciation and amortization | 310,043 | 299,308 | 10,735 | 3.6 | |||||||||||||||||||
| Interest income and other net investment gain | (3,916) | (3,424) | (492) | 14.4 | |||||||||||||||||||
| Interest expense | 78,555 | 70,772 | 7,783 | 11.0 | |||||||||||||||||||
| Loss on early extinguishment of debt | 12,246 | — | 12,246 | 100.0 | |||||||||||||||||||
| Gains on sales of depreciable operating properties | (463,128) | (35,536) | (427,592) | 1,203.3 | |||||||||||||||||||
| Net Operating Income, as defined | $ | 688,708 | $ | 642,170 | $ | 46,538 | 7.2 | % | |||||||||||||||
74
| Year Ended December 31, | Dollar Change | Percentage Change | |||||||||||||
| 2019 | 2018 | ||||||||||||||
| ($ in thousands) | |||||||||||||||
| Reconciliation of Net Income Available to Common Stockholders to Net Operating Income, as defined: | |||||||||||||||
| Net Income Available to Common Stockholders | $ | 195,443 | $ | 258,415 | $ | (62,972 | ) | (24.4 | )% | ||||||
| Net income attributable to noncontrolling common units of the Operating Partnership | 3,766 | 5,193 | (1,427 | ) | (27.5 | ) | |||||||||
| Net income attributable to noncontrolling interests in consolidated property partnerships | 16,020 | 14,318 | 1,702 | 11.9 | |||||||||||
| Net income | $ | 215,229 | $ | 277,926 | $ | (62,697 | ) | (22.6 | )% | ||||||
| Unallocated expense (income): | |||||||||||||||
| General and administrative expenses | 88,139 | 90,471 | (2,332 | ) | (2.6 | ) | |||||||||
| Leasing costs | 7,615 | — | 7,615 | — | 100 | ||||||||||
| Depreciation and amortization | 273,130 | 254,281 | 18,849 | 7.4 | |||||||||||
| Interest income and other net investment (gain) loss | (4,641 | ) | 559 | (5,200 | ) | (930.2 | ) | ||||||||
| Interest expense | 48,537 | 49,721 | (1,184 | ) | (2.4 | ) | |||||||||
| Loss on early extinguishment of debt | — | 12,623 | (12,623 | ) | (100.0 | ) | |||||||||
| Net gain on sales of land | — | (11,825 | ) | 11,825 | (100.0 | ) | |||||||||
| Gains on sales of depreciable operating properties | (36,802 | ) | (142,926 | ) | 106,124 | (74.3 | ) | ||||||||
| Net Operating Income, as defined | $ | 591,207 | $ | 530,830 | $ | 60,377 | 11.4 | % | |||||||
The following tables summarize our Net Operating Income, as defined, for our total portfolio for the years ended December 31, 20192021 and 2018.2020.
| Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same Store | Develop-ment | Acquisi-tion | Disposi-tion | Total | Same Store | Develop-ment | Acquisi-tion | Disposi-tion | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rental income | $ | 797,696 | $ | 118,974 | $ | 9,908 | $ | 22,416 | $ | 948,994 | $ | 768,864 | $ | 35,902 | $ | — | $ | 87,540 | $ | 892,306 | |||||||||||||||||||||||||||||||||||||||
| Other property income | 4,856 | 1,138 | 40 | 12 | 6,046 | 5,178 | 576 | — | 337 | 6,091 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 802,552 | 120,112 | 9,948 | 22,428 | 955,040 | 774,042 | 36,478 | — | 87,877 | 898,397 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Property and related expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property expenses | 140,994 | 20,249 | 1,307 | 3,152 | 165,702 | 136,899 | 8,227 | — | 9,992 | 155,118 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Real estate taxes | 74,865 | 15,851 | 840 | 1,653 | 93,209 | 73,605 | 7,290 | — | 11,323 | 92,218 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Ground leases | 7,390 | 31 | — | — | 7,421 | 8,891 | — | — | — | 8,891 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 223,249 | 36,131 | 2,147 | 4,805 | 266,332 | 219,395 | 15,517 | — | 21,315 | 256,227 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net Operating Income, as defined | $ | 579,303 | $ | 83,981 | $ | 7,801 | $ | 17,623 | $ | 688,708 | $ | 554,647 | $ | 20,961 | $ | — | $ | 66,562 | $ | 642,170 | |||||||||||||||||||||||||||||||||||||||
| Year Ended December 31, 2021 as compared to the Year Ended December 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same Store | Development | Acquisition | Disposition | 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 | $ | 28,832 | 3.7 | % | $ | 83,072 | 231.4 | % | $ | 9,908 | 100.0 | % | $ | (65,124) | (74.4) | % | $ | 56,688 | 6.4 | % | |||||||||||||||||||||||||||||||||||||||
| Other property income | (322) | (6.2) | % | 562 | 97.6 | % | 40 | 100.0 | % | (325) | (96.4) | % | (45) | (0.7) | % | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 28,510 | 3.7 | % | 83,634 | 229.3 | % | 9,948 | 100.0 | % | (65,449) | (74.5) | % | 56,643 | 6.3 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Property and related expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property expenses | 4,095 | 3.0 | % | 12,022 | 146.1 | % | 1,307 | 100.0 | % | (6,840) | (68.5) | % | 10,584 | 6.8 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Real estate taxes | 1,260 | 1.7 | % | 8,561 | 117.4 | % | 840 | 100.0 | % | (9,670) | (85.4) | % | 991 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Ground leases | (1,501) | (16.9) | % | 31 | 100.0 | % | — | — | % | — | — | % | (1,470) | (16.5) | % | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 3,854 | 1.8 | % | 20,614 | 132.8 | % | 2,147 | 100.0 | % | (16,510) | (77.5) | % | 10,105 | 3.9 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Net Operating Income, as defined | $ | 24,656 | 4.4 | % | $ | 63,020 | 300.7 | % | $ | 7,801 | 100.0 | % | $ | (48,939) | (73.5) | % | $ | 46,538 | 7.2 | % | |||||||||||||||||||||||||||||||||||||||
75
| Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||
| 2019 | 2018 | ||||||||||||||||||||||||||||||||||||||
Same Store | Develop-ment | Acquisitions | Disposi-tions | Total | Same Store | Develop-ment | Acquisitions | Disposi-tions | Total | ||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||||||
| Rental income | $ | 727,572 | $ | 62,547 | $ | 28,338 | $ | 8,015 | $ | 826,472 | $ | 610,363 | $ | 5,564 | $ | 6,458 | $ | 34,246 | $ | 656,631 | |||||||||||||||||||
| Tenant reimbursements | — | — | — | — | — | 73,083 | 849 | 1,378 | 5,672 | 80,982 | |||||||||||||||||||||||||||||
| Other property income | 9,051 | 1,316 | 37 | 578 | 10,982 | 9,241 | 4 | 210 | 230 | 9,685 | |||||||||||||||||||||||||||||
| Total | 736,623 | 63,863 | 28,375 | 8,593 | 837,454 | 692,687 | 6,417 | 8,046 | 40,148 | 747,298 | |||||||||||||||||||||||||||||
| Property and related expenses: | |||||||||||||||||||||||||||||||||||||||
| Property expenses | 144,417 | 10,236 | 2,909 | 2,475 | 160,037 | 123,235 | 1,093 | 598 | 8,861 | 133,787 | |||||||||||||||||||||||||||||
| Real estate taxes | 64,441 | 9,279 | 3,391 | 986 | 78,097 | 63,933 | 1,696 | 1,072 | 4,119 | 70,820 | |||||||||||||||||||||||||||||
| Provision for bad debts | — | — | — | — | — | 5,661 | 16 | — | 8 | 5,685 | |||||||||||||||||||||||||||||
| Ground leases | 7,953 | — | 160 | — | 8,113 | 6,176 | — | — | — | 6,176 | |||||||||||||||||||||||||||||
| Total | 216,811 | 19,515 | 6,460 | 3,461 | 246,247 | 199,005 | 2,805 | 1,670 | 12,988 | 216,468 | |||||||||||||||||||||||||||||
| Net Operating Income, as defined | $ | 519,812 | $ | 44,348 | $ | 21,915 | $ | 5,132 | $ | 591,207 | $ | 493,682 | $ | 3,612 | $ | 6,376 | $ | 27,160 | $ | 530,830 | |||||||||||||||||||
| Year Ended December 31, 2019 as compared to the Year Ended December 31, 2018 | ||||||||||||||||||||||||||||||||||
| Same Store | Development | Acquisitions | Dispositions | 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 | $ | 117,209 | 19.2 | % | $ | 56,983 | NM* | $ | 21,880 | 338.8 | % | $ | (26,231 | ) | (76.6 | )% | $ | 169,841 | 25.9 | % | ||||||||||||||
| Tenant reimbursements | (73,083 | ) | (100.0 | ) | (849 | ) | (100.0 | ) | (1,378 | ) | (100.0 | ) | (5,672 | ) | (100.0 | ) | (80,982 | ) | (100.0 | ) | ||||||||||||||
| Other property income | (190 | ) | (2.1 | ) | 1,312 | NM* | (173 | ) | (82.4 | ) | 348 | 151.3 | 1,297 | 13.4 | ||||||||||||||||||||
| Total | 43,936 | 6.3 | 57,446 | 895.2 | 20,329 | 252.7 | (31,555 | ) | (78.6 | ) | 90,156 | 12.1 | ||||||||||||||||||||||
| Property and related expenses: | ||||||||||||||||||||||||||||||||||
| Property expenses | 21,182 | 17.2 | 9,143 | 836.5 | 2,311 | 386.5 | (6,386 | ) | (72.1 | ) | 26,250 | 19.6 | ||||||||||||||||||||||
| Real estate taxes | 508 | 0.8 | 7,583 | 447.1 | 2,319 | 216.3 | (3,133 | ) | (76.1 | ) | 7,277 | 10.3 | ||||||||||||||||||||||
| Provision for bad debts | (5,661 | ) | (100.0 | ) | (16 | ) | (100.0 | ) | — | — | (8 | ) | (100.0 | ) | (5,685 | ) | (100.0 | ) | ||||||||||||||||
| Ground leases | 1,777 | 28.8 | — | — | 160 | 100.0 | — | — | 1,937 | 31.4 | ||||||||||||||||||||||||
| Total | 17,806 | 8.9 | 16,710 | 595.7 | 4,790 | 286.8 | (9,527 | ) | (73.4 | ) | 29,779 | 13.8 | ||||||||||||||||||||||
Net Operating Income, as defined | $ | 26,130 | 5.3 | % | $ | 40,736 | NM* | $ | 15,539 | 243.7 | % | $ | (22,028 | ) | (81.1 | )% | $ | 60,377 | 11.4 | % | ||||||||||||||
Net Operating Income increased $60.4$46.5 million, or 11.4%7.2%, for the year ended December 31, 20192021 as compared to the year ended December 31, 20182020 primarily resulting from:
•An increase of $26.1$24.7 million attributable to the Same Store Properties primarily resulting from:which was driven by the following activity:
•An increase in total operating revenues of $43.9$28.5 million, or 6.3%3.7%, primarily due to the following:
•$16.6 million increase related to the impact of COVID-19 in 2020, comprised of:
•$16.5 million increase primarily due to lower charges in 2021 against rental income due to tenant creditworthiness considerations;
•$1.7 million increase from the recognition of deferred rent balances associated with tenants restored from a cash basis of revenue recognition to an accrual basis of revenue recognition in 2021; partially offset by
•$1.6 million decrease due to lower parking income due to a reduction in the number of monthly parking spaces rented across all regions;
•$7.5 million increase primarily due to early lease termination fees received in 2021 for one tenant in San Diego County and one tenant in the San Francisco Bay Area;
•$4.4 million increase in the tenant reimbursement component of rental income primarily related to:
•$2.4 million increase due to higher real estate taxes and other various operating expense increases at properties across all regions; and
•$2.0 million increase due to higher occupancy primarily in the Greater Seattle and San Francisco Bay Area regions; partially offset by
•An increase in property and related expenses of $17.8 million or 8.9% primarily resulting from:
•An increase of $40.7$63.0 million attributable to the Development Properties; and
•An increase of $15.5$7.8 million attributable to the Acquisition Properties; partially offset by
•A decrease of $22.0$48.9 million attributable to the Disposition Properties.
Other Expenses and Income
General and Administrative Expenses
General and administrative expenses decreased by approximately $2.3$6.5 million, or 2.6%6.6%, for the year ended December 31, 20192021 compared to the year ended December 31, 20182020 primarily due to the following:
•A decrease of $10.6$4.4 million in compensation related expenses, primarily due to severance costs related to the departure of an executive officer and certain other employees in 2020 offset by increased incentive compensation accruals in 2021 due to the overall performance of the Company; and
76
•A decrease of $4.8 million due to lower political contributions in 2021; partially offset by
•An increase of $3.0 million primarily due to lower executive retirement benefit expense; offset bya settlement payment received in 2020 from a previously disclosed litigation matter, which reduced 2020 legal expenses and additional corporate events and activities in 2021.
Leasing Costs
Depreciation and Amortization
Depreciation and amortization increased by approximately $18.8$10.7 million, or 7.4%3.6%, for the year ended December 31, 20192021 compared to the year ended December 31, 2018,2020, primarily due to the following:
•An increase of $4.9$23.8 million attributable to the Development Properties;
•An increase of $10.9 million attributable to the Acquisition Properties; partially offset by
•A decrease of $15.7 million attributable to the Disposition Properties; and
•A decrease of $8.3 million attributable to the Same Store Properties;Properties.
Interest Expense
The following table sets forth our gross interest expense, including debt discounts/premiumsdiscounts and deferred financing cost amortization and capitalized interest, including capitalized debt discounts/premiumsdiscounts and deferred financing cost amortization for the years ended December 31, 20192021 and 2018.2020.
| Year Ended December 31, | Dollar Change | Percentage Change | |||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Gross interest expense | $ | 158,756 | $ | 150,325 | $ | 8,431 | 5.6 | % | |||||||||||||||
| Capitalized interest and deferred financing costs | (80,201) | (79,553) | (648) | 0.8 | |||||||||||||||||||
| Interest expense | $ | 78,555 | $ | 70,772 | $ | 7,783 | 11.0 | % | |||||||||||||||
| Year Ended December 31, | Dollar Change | Percentage Change | ||||||||||||
| 2019 | 2018 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Gross interest expense | $ | 129,778 | $ | 117,789 | $ | 11,989 | 10.2 | % | ||||||
| Capitalized interest and deferred financing costs | (81,241 | ) | (68,068 | ) | (13,173 | ) | 19.4 | |||||||
| Interest expense | $ | 48,537 | $ | 49,721 | $ | (1,184 | ) | (2.4 | )% | |||||
Gross interest expense, before the effect of capitalized interest and deferred financing costs, increased $12.0$8.4 million, or 10.2%5.6%, for the year ended December 31, 20192021 as compared to the year ended December 31, 2018,2020, primarily due to an increase in the average outstanding debt balance for the year ended December 31, 2019.
Capitalized interest and deferred financing costs increased $13.2 million, or 19.4%,remained generally consistent for the year ended December 31, 20192021 compared to the year ended December 31, 2018, primarily attributable toan increase in the average development asset balances qualifying for interest capitalization during 2019 as compared to 2018.2020. During the years ended December 31, 20192021 and 2018,2020, we capitalized interest on in-process development and redevelopment projects and future development pipeline projects with an average aggregate cost basis of approximately $2.0 billionbillion. In the event of an extended cessation of development or redevelopment activities to get any of these projects ready for its intended use, such projects could potentially no longer qualify for capitalization of interest or other carrying costs. However, a cessation of development or redevelopment activities caused by events outside of our control, such as those as a result of government restrictions aimed at stopping the spread of COVID-19, would not impact our ability to capitalize interest and $1.6 billion, respectively.other carrying costs. Refer to “Part I, Item IA. Risk Factors” included in this report for additional
77
information about the potential impact of the COVID-19 pandemic, and restrictions intended to prevents its spread, on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.
Loss on Early Extinguishment of Debt
In November 2018,October 2021, we early redeemed the $250.0$300.0 million aggregate principal amount of our outstanding 6.625%3.800% unsecured senior notes that were scheduled to mature on June 1, 2020.January 15, 2023. In connection with ourthe early redemption, we incurred a $12.2 million loss on early extinguishment of debt of $12.6 million, which was comprised of a $12.1 million premium paid to the note holders at the redemption date of $11.8 million and a $0.1 million write-off of the unamortized discount and unamortized deferred financing costs of $0.8 million.costs.
Net income attributable to noncontrolling interests in consolidated property partnerships
Net income attributable to noncontrolling interests in consolidated property partnerships increased$1.7 $7.3 million, or 42.1%, for the year ended December 31, 20192021 compared to the year ended December 31, 20182020 primarily due to a new lease at a higher rate at one property held in a property partnership in 2019.2021 and a decrease in charges related to the creditworthiness of certain tenants in 2021. The amounts reported for the years ended December 31, 20192021 and 20182020 are comprised of the noncontrolling interest’s share of net income for 100 First Member, LLC (“100 First LLC”) and 303 Second Street Member, LLC (“303 Second LLC”) and the noncontrolling interest’s share of net income for Redwood LLC. See Note 11 “Noncontrolling“Noncontrolling Interests on the Company'sCompany’s Consolidated Financial Statements” to our consolidated financial statements included in this report for additional information.
Comparison of the Year Ended December 31, 20182020 to the Year Ended December 31, 20172019
Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations –Results of Operations” in our Form 10-K for the year ended December 31, 20182020 for a discussion of the year ended December 31, 20182020 compared to the year ended December 31, 2017.2019.
78
Liquidity and Capital Resources of the Company
In this “Liquidity and Capital Resources of the Company” section, the term the “Company” refers only to Kilroy Realty Corporation on an unconsolidated basis and excludes the Operating Partnership and all other subsidiaries.
The Company’s business is operated primarily through the Operating Partnership. Distributions from the Operating Partnership are the Company’s primary source of capital. The Company believes the Operating Partnership’s sources of working capital, specifically its cash flow from operations and borrowings available under its unsecured revolving credit facility and funds from its capital recycling program, including strategic ventures, are adequate for it to make its distribution payments to the Company and, in turn, for the Company to make its dividend payments to its common stockholders for the next twelve months. Cash flows from operating activities generated by the Operating Partnership for the year ended December 31, 20192021 were sufficient to cover the Company’s payment of cash dividends to its stockholders. However, there can be no assurance that the Operating Partnership’s sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distributions to the Company. The unavailability of capital could adversely affect the Operating Partnership’s ability to make distributions to the Company, which would in turn, adversely affect the Company’s ability to pay cash dividends to its stockholders.
The Company is a well-known seasoned issuer and the Company and the Operating Partnership have an effective shelf registration statement that provides for the public offering and sale from time to time by the Company of its preferred stock, common stock, depositary shares, warrants and guarantees of debt securities and by the Operating Partnership of its debt securities, in each case in unlimited amounts. The Company evaluates the capital markets on an ongoing basis for opportunities to raise capital, and, as circumstances warrant, the Company and the Operating Partnership may issue securities of all of these types in one or more offerings at any time and from time to time on an opportunistic basis, depending upon, among other things, market conditions, available pricing and capital needs. When the Company receives proceeds from the sales of its preferred or common stock, it generally contributes the net proceeds from those sales to the Operating Partnership in exchange for corresponding preferred or common partnership units of the Operating Partnership. The Operating Partnership may use these proceeds and proceeds from the sale of its debt securities to repay debt, including borrowings under its unsecured revolving credit facility, to develop new or redevelop existing properties, to make acquisitions of properties or portfolios of properties, or for general corporate purposes.
As the sole general partner with control of the Operating Partnership, the Company consolidates the Operating Partnership for financial reporting purposes, and the Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are substantially the same on their respective financial statements. The section entitled “Liquidity and Capital Resources of the Operating Partnership” should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.
Liquidity Highlights
As of December 31, 2021, we had approximately $414.1 million in cash and cash equivalents. As of the date of this report, we had$1.1 billionavailable under our unsecured revolving credit facility and our next debt maturity occurs in December 2024. We believe that our available liquidity demonstrates a strong balance sheet and makes us well positioned to navigate any additional future uncertainties. In addition, the Company is a well-known seasoned issuer and has historically been able to raise capital on a timely basis in the public markets, as well as the private markets. Any future financings, however, will depend on market conditions for both capital raises and the investment of such proceeds and there can be no assurances that we will successfully obtain such financings.
79
Distribution Requirements
The Company is required to distribute 90% of its taxable income (subject to certain adjustments and excluding net capital gains) on an annual basis to maintain qualification as a REIT for federal income tax purposes and is required to pay income tax at regular corporate rates to the extent it distributes less than 100% of its taxable income (including capital gains). As a result of these distribution requirements, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent as other companies whose parent companies are not REITs. In addition, the Company may be required to use borrowings under the Operating Partnership’s revolving credit facility, if necessary, to meet REIT distribution requirements and maintain its REIT status. The Company may also need to continue to raise capital in the equity markets to fund the Operating Partnership’s working capital needs, as well as potential developments of new or existing properties or acquisitions.
The Company intends to continue to make, but has not committed to make, regular quarterly cash distributions to common stockholders, and through the Operating Partnership, to common unitholders from the Operating Partnership’s cash flow from operating activities. All such distributions are at the discretion of the Board of Directors.Directors. In 2019,2021, the Company’s distributions exceeded 100% of its taxable income, resulting in a return of capital to its stockholders. As the Company intends to maintain distributions at a level sufficient to meet the REIT distribution requirements and
On December 10, 2019,16, 2021, the Board of Directors declared a regular quarterly cash dividend of $0.485$0.52 per share of common stock. The regular quarterly cash dividend is payable to stockholders of record on December 31, 20192021 and a corresponding cash distribution of $0.485$0.52 per Operating Partnership units is payable to holders of the Operating Partnership’s common limited partnership interests of record on December 31, 2019,2021, including those owned by the Company. The total cash quarterly dividends and distributions paid on January 15, 202012, 2022 were $52.4$61.2 million.
Debt Covenants
The covenants contained within certain of our unsecured debt obligations generally prohibit the Company from paying dividends during an event of default in excess of an amount which results in distributions to us in an amount sufficient to permit us to pay dividends to our stockholders that we reasonably believe are necessary to (a) maintain our qualification as a REIT for federal and state income tax purposes and (b) avoid the payment of federal or state income or excise tax.
80
Capitalization
As of December 31, 2019,2021, our total debt as a percentage of total market capitalization was 28.3%34.4%, which was calculated based on the closing price per share of the Company’s common stock of $83.90$66.46 on December 31, 20192021 as shown in the following table:
| Shares/Units at December 31, 2021 | Aggregate Principal Amount or $ Value Equivalent | % of Total Market Capitalization | |||||||||||||||||||||||
Shares/Units at December 31, 2019 | Aggregate Principal Amount or $ Value Equivalent | % of Total Market Capitalization | ($ in thousands) | ||||||||||||||||||||||
Debt: (1)(2) | Debt: (1)(2) | ||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||
Debt: (1) | |||||||||||||||||||||||||
| Unsecured Line of Credit | $ | 245,000 | 1.9 | % | |||||||||||||||||||||
| Unsecured Term Loan Facility | 150,000 | 1.2 | |||||||||||||||||||||||
| Unsecured Senior Notes due 2023 | 300,000 | 2.4 | |||||||||||||||||||||||
| Unsecured Senior Notes due 2024 | 425,000 | 3.4 | Unsecured Senior Notes due 2024 | $ | 425,000 | 3.6 | % | ||||||||||||||||||
| Unsecured Senior Notes due 2025 | 400,000 | 3.1 | Unsecured Senior Notes due 2025 | 400,000 | 3.4 | % | |||||||||||||||||||
| Unsecured Senior Notes Series A & B due 2026 | 250,000 | 2.0 | Unsecured Senior Notes Series A & B due 2026 | 250,000 | 2.1 | % | |||||||||||||||||||
| Unsecured Senior Notes due 2028 | 400,000 | 3.1 | Unsecured Senior Notes due 2028 | 400,000 | 3.4 | % | |||||||||||||||||||
| Unsecured Senior Notes due 2029 | 400,000 | 3.1 | Unsecured Senior Notes due 2029 | 400,000 | 3.4 | % | |||||||||||||||||||
| Unsecured Senior Notes Series A & B due 2027 & 2029 | 250,000 | 2.0 | Unsecured Senior Notes Series A & B due 2027 & 2029 | 250,000 | 2.1 | % | |||||||||||||||||||
| Unsecured Senior Notes due 2030 | 500,000 | 4.0 | Unsecured Senior Notes due 2030 | 500,000 | 4.2 | % | |||||||||||||||||||
| Unsecured Senior Notes due 2031 | Unsecured Senior Notes due 2031 | 350,000 | 2.9 | % | |||||||||||||||||||||
| Unsecured Senior Notes due 2032 | Unsecured Senior Notes due 2032 | 425,000 | 3.6 | % | |||||||||||||||||||||
| Unsecured Senior Notes due 2033 | Unsecured Senior Notes due 2033 | 450,000 | 3.7 | % | |||||||||||||||||||||
| Secured debt | 259,502 | 2.1 | Secured debt | 249,023 | 2.0 | % | |||||||||||||||||||
| Total debt | 3,579,502 | 28.3 | Total debt | 4,099,023 | 34.4 | % | |||||||||||||||||||
Equity and Noncontrolling Interests in the Operating Partnership: | |||||||||||||||||||||||||
Common limited partnership units outstanding | 2,023,287 | 169,754 | 1.3 | 1,150,574 | 76,467 | 0.6 | % | ||||||||||||||||||
Shares of common stock outstanding (3) (4) | 106,016,287 | 8,894,766 | 70.4 | ||||||||||||||||||||||
| Shares of common stock outstanding | Shares of common stock outstanding | 116,464,169 | 7,740,209 | 65.0 | % | ||||||||||||||||||||
| Total Equity and Noncontrolling Interests in the Operating Partnership | 9,064,520 | 71.7 | Total Equity and Noncontrolling Interests in the Operating Partnership | 7,816,676 | 65.6 | % | |||||||||||||||||||
| Total Market Capitalization | $ | 12,644,022 | 100.0 | % | Total Market Capitalization | $ | 11,915,699 | 100.0 | % | ||||||||||||||||
(1)Represents gross aggregate principal amount due at maturity before the effect of the following at December 31, 2021: $22.9 million of unamortized deferred financing costs on the unsecured senior notes and secured debt and $7.4 million of unamortized discounts for the unsecured senior notes. |
(2)As of December 31, 2021, there was no outstanding balance on the unsecured revolving credit facility.
(3)Value based on closing price per share of our common stock of $66.46 as of December 31, 2021.
(4)Includes common units of the Operating Partnership not owned by the Company; does not include noncontrolling interests in consolidated property partnerships.
81
Liquidity and Capital Resources of the Operating Partnership
In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we,” “our,” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the context requires.
General
Our primary liquidity sources and uses are as follows:
Liquidity Sources
•Net cash flow from operations;
•Borrowings under the Operating Partnership’s unsecured revolving credit facility and term loan facility;
•Proceeds from our capital recycling program, including the disposition of assets and the formation of strategic ventures;
•Proceeds from additional secured or unsecured debt financings; and
•Proceeds from public or private issuance of debt, equity or preferred equity securities.
Liquidity Uses
•Development and redevelopment costs;
•Operating 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 security holders;
•Repurchases and redemptions of outstanding common stock of the Company; and
•Outstanding debt repurchases, redemptions and repayments.
General Strategy
Our general strategy is to maintain a conservative balance sheet with a strong credit profile and to maintain a capital structure that allows for financial flexibility and diversification of capital resources. We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our long-term capital requirements. We believe that our current projected liquidity requirements for the next twelve-month period, as set forth above under the caption “—Liquidity Uses,” will be satisfied using a combination of the liquidity sources listed above, although there can be no assurance in this regard. We believe our conservative leverage and staggered debt maturities provide us with financial flexibility and enhance our ability to obtain additional sources of liquidity if necessary, and, therefore, we are well-positioned to refinance or repay maturing debt and to pursue our strategy of seeking attractive acquisition opportunities, which we may finance, as necessary, with future public and private issuances of debt and equity securities.securities, although there can be no assurance in this regard.
We continue to be active in the capital markets and our capital recycling program to finance potential acquisitions and our acquisition and development activity, andas well as our continued desire to extend our debt maturities. This was primarily a result of the following activity:
82
Capital Recycling Program
•During the year ended December 31, 2019,2021, we completed the sale of twothree office buildings in two transactions to unaffiliated third parties for gross sales proceeds totaling approximately $133.8 million.$1.12 billion.
Capital Markets / Debt Transactions
•In addition to obtaining funding from our capital recycling program during 2019,2021, we successfully completed the following financing and capital raising activities to fund our continued growth. We continued to strengthen our balance sheet and lower our overall cost of capital.
•Issued $500.0$450.0 million aggregate principal amount of 10-year 3.050%12-year 2.650% green unsecured senior notes due February 2030November 2033 in an underwrittena registered public offering; and
Liquidity Sources
Unsecured Revolving Credit Facility
In April 2021, the Operating Partnership amended and Term Loan Facilityrestated the terms of its unsecured revolving credit facility.The amendment and restatement increased the size of the unsecured revolving credit facility from $750.0 million to $1.1 billion, reduced the borrowing costs, extended the maturity date of the unsecured revolving credit facility to July 2025, with two six-month extension options, and added a sustainability-linked pricing component whereby the interest rate is lowered by 0.01% if certain sustainability performance targets are met.The LIBOR replacement provisions of the unsecured revolving credit facility permit the use of rates based on the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York.
The following table summarizes the balance and terms of our unsecured revolving credit facility as of December 31, 20192021 and 2018:2020:
| December 31, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Outstanding borrowings | $ | — | $ | — | |||||||
| Remaining borrowing capacity | 1,100,000 | 750,000 | |||||||||
Total borrowing capacity (1) | $ | 1,100,000 | $ | 750,000 | |||||||
Interest rate (2) | 1.00 | % | 1.14 | % | |||||||
Facility fee-annual rate (3) | 0.200% | ||||||||||
| Maturity date | July 2025 | July 2022 | |||||||||
______________________
(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $500.0 million and $600.0 million as of December 31, 2021 and 2020, respectively, under an accordion feature under the terms of the unsecured revolving credit facility.
(2)Our unsecured revolving credit facility interest rate was calculated based on the contractual rate of LIBOR plus 0.900% and LIBOR plus 1.000% as of December 31, 2021 and 2020, 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 December 31, 2021 and 2020, $7.3 million and $2.1 million of unamortized deferred financing costs, respectively, which are included in prepaid expenses and other assets, net on our consolidated balance sheets, remained to be amortized through the maturity date of our unsecured revolving credit facility.
83
| December 31, 2019 | December 31, 2018 | ||||||
| (in thousands) | |||||||
| Outstanding borrowings | $ | 245,000 | $ | 45,000 | |||
| Remaining borrowing capacity | 505,000 | 705,000 | |||||
Total borrowing capacity (1) | $ | 750,000 | $ | 750,000 | |||
Interest rate (2) | 2.76 | % | 3.48 | % | |||
Facility fee-annual rate (3) | 0.200% | ||||||
| Maturity date | July 2022 | ||||||
We intend to borrow under the unsecured revolving credit facility as necessary for general corporate purposes, to finance development and redevelopment expenditures, to fund potential acquisitions, and to potentially repay long-term debt.debt to supplement cash balances given uncertainties and volatility in market conditions.
| December 31, 2019 | December 31, 2018 | ||||||
| (in thousands) | |||||||
| Outstanding borrowings | $ | 150,000 | $ | 150,000 | |||
| Remaining borrowing capacity | — | — | |||||
Total borrowing capacity (1) | $ | 150,000 | $ | 150,000 | |||
Interest rate (2) | 2.85 | % | 3.49 | % | |||
| Undrawn facility fee-annual rate | 0.200% | ||||||
| Maturity date | July 2022 | ||||||
Capital Recycling Program
As discussed in the section “Factors That May Influence Future Results of Operations - Capital Recycling Program,” we continuously evaluate opportunities for the potential disposition of properties and undeveloped land in our portfolio or the formation of strategic ventures with the intent of recycling the proceeds generated from the disposition of less strategic or core assets into capital used to finance development and redevelopment expenditures, to fund new acquisitions, to repay long-term debt and for other general corporate purposes. As part of this strategy, we attempt to enter into Section 1031 Exchanges, when possible, to defer some or all of the taxable gains on the sales, if any, for federal and state income tax purposes.
In connection with our capital recycling strategy, through December 31, 2019,2021, we completed the sale of three properties in two propertiestransactions to unaffiliated third parties for gross sales proceeds totaling approximately $133.8 million.$1.12 billion through the sale of three office buildings. The taxable gain from the $1.08 billion disposition of one of these office buildings was deferred through a Section 1031 Exchange. The proceeds from the sale were used to fund the acquisition of one operating property, the land underlying a historical ground lease and two development property acquisitions totaling $1.2 billion. During 2018,2020, we completed the sale of 11 office propertiesone property to an unaffiliated third partiesparty for total gross sales proceeds of $373.0totaling approximately $75.9 million. See “—Factors that May Influence Future Operations” and Note 4 “Dispositions” to our consolidated financial statements included in this report for additional information.
We currently anticipate that in 20202022 we could raise additional capital through our dispositions program ranging from approximately $150$200 million to $300$500 million. However, any potential future disposition transactions and the timing of any potential future capital recycling transactions will depend on market conditions and other factors including but not limited to our capital needs, the availability of financing for potential buyers (which has been and may continue to be constrained for some potential buyers due to the ongoing COVID-19 pandemic’s impact on economic and market conditions, including the financial markets), and our ability to defer some or all of the taxable gains on the sales. In addition, we cannot assure you that we will dispose of any additional properties or that we will be able to identify and complete the acquisitionacquisitions of suitable replacement properties to effect Section 1031 Exchanges to defer some or all of the taxable capital gains related to our capital recycling program. In the event we are unable to complete dispositions as planned, we may raise capital through other sources of liquidity including our available unsecured revolving credit facility or the public or private issuance of unsecured debt.
At-The-Market Stock Offering Program
Under our 2018 At-The-Market-Program (the “2018 At-The-Market Program”),current at-the-market stock offering program, which commenced June 2018, we may offer and sell shares of our common stock with an aggregate gross sales price of up to $500.0 million from time to time in “at-the-market” offerings. In connection with the at-the-market program, the Company may also, at its discretion, enter into forward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and sell shares of our common stock under our at-the-market program (see “Note 13. Stockholders’ Equity of the Company” to our consolidated financial statements included in this report for additional information).
Since commencement of the 2018 Program,our current at-the-market program, we have directly sold 447,466completed sales of 3,594,576 shares of common stock through December 31, 2019 and 3,147,110 shares have been sold by forward purchasers under forward equity sale agreements, which have not been settled as of the date of this filing.2021. As of December 31, 2019, approximately $214.2 millionremains available to be sold under this program.
84
| Year Ended December 31, | |||
| 2018 | |||
| (in millions, except share and per share data) | |||
| Shares of common stock sold during the year | 1,817,195 | ||
| Weighted average price per share of common stock | $ | 73.64 | |
| Aggregate gross proceeds | $ | 133.8 | |
| Aggregate net proceeds after selling commissions | $ | 132.1 | |
Shelf Registration Statement
Unsecured Senior Notes - Registered Offering
In September 2019,October 2021, the Operating Partnership issued $500.0$450.0 million of aggregate principal amount of unsecured2.650% senior notes due 2033 in a registered public offering. Interest on the notes is payable semi-annually at a rate of 2.650% per annum on May 15 and November 15 each year, commencing on May 15, 2022, and the notes mature on August 15, 2033. The outstanding balanceOperating Partnership intends to allocate an amount equal to the net proceeds from the offering to one or more eligible green projects. Pending the allocation of an amount equal to the net proceeds from the offering to eligible green projects, a portion of the net proceeds were used to early redeem the $300.0 million aggregate principal amount of our outstanding 3.800% unsecured senior notes is included in unsecured debt, net of an initial issuance discount of $0.6 million, on our consolidated balance sheets. The unsecured senior notes, which arethat were scheduled to mature on FebruaryJanuary 15, 2030, require semi-annual interest payments each February2023, and August based on a stated annual interest ratethe remaining portion of 3.050%. The Operating Partnershipthe net proceeds may be used to redeem the notes at any time prior to February 15, 2030, either in whole or in part, subjectrepay indebtedness and, to the payment of an early redemption premium prior to a par call option period commencing three months prior to maturity.extent not used for such purpose, for other general corporate purposes.
85
Unsecured and Secured Debt
The aggregate principal amount of the unsecured and secured debt of the Operating Partnership outstanding as of December 31, 20192021 was as follows:
Aggregate Principal Amount Outstanding (1) | |||
| (in thousands) | |||
| Unsecured Line of Credit | $ | 245,000 | |
| Unsecured Term Loan Facility | 150,000 | ||
| Unsecured Senior Notes due 2023 | 300,000 | ||
| Unsecured Senior Notes due 2024 | 425,000 | ||
| Unsecured Senior Notes due 2025 | 400,000 | ||
| Unsecured Senior Notes Series A & B due 2026 | 250,000 | ||
| Unsecured Senior Notes due 2028 | 400,000 | ||
| Unsecured Senior Notes due 2029 | 400,000 | ||
| Unsecured Senior Notes Series A & B due 2027 & 2029 | 250,000 | ||
| Unsecured Senior Notes due 2030 | 500,000 | ||
| Secured Debt | 259,502 | ||
| Total Unsecured and Secured Debt | 3,579,502 | ||
Less: Unamortized Net Discounts and Deferred Financing Costs (1) | (26,724 | ) | |
| Total Debt, Net | $ | 3,552,778 | |
| Aggregate Principal Amount Outstanding | |||||
| (in thousands) | |||||
| Unsecured Senior Notes due 2024 | $ | 425,000 | |||
| Unsecured Senior Notes due 2025 | 400,000 | ||||
| Unsecured Senior Notes Series A & B due 2026 | 250,000 | ||||
| Unsecured Senior Notes due 2028 | 400,000 | ||||
| Unsecured Senior Notes due 2029 | 400,000 | ||||
| Unsecured Senior Notes Series A & B due 2027 & 2029 | 250,000 | ||||
| Unsecured Senior Notes due 2030 | 500,000 | ||||
| Unsecured Senior Notes due 2031 | 350,000 | ||||
| Unsecured Senior Notes due 2032 | 425,000 | ||||
| Unsecured Senior Notes due 2033 | 450,000 | ||||
| Secured Debt | 249,023 | ||||
Total Unsecured and | 4,099,023 | ||||
Less: Unamortized Net Discounts and | (30,273) | ||||
| Total Debt, Net | $ | 4,068,750 | |||
________________________
(1)As of December 31, 2021, there was no outstanding balance on the unsecured revolving credit facility.
(2)Includes $22.9 million of unamortized deferred financing costs on the unsecured senior notes and secured debt and $7.4 million of unamortized discounts for the unsecured senior notes. Excludes unamortized deferred financing costs on the unsecured revolving credit facility, which are included in prepaid expenses and other assets, net on our consolidated balance sheets.
Debt Composition
The composition of the Operating Partnership’s aggregate debt balances between secured and unsecured and fixed-rate and variable-rate debt as of December 31, 20192021 and 20182020 was as follows:
Percentage of Total Debt (1) | Weighted Average Interest Rate(1) | ||||||||||||||||||||||
December 31, 2021 (2) | December 31, 2020 | December 31, 2021 (2) | December 31, 2020 | ||||||||||||||||||||
| Secured vs. unsecured: | |||||||||||||||||||||||
| Unsecured | 93.9 | % | 93.6 | % | 3.6 | % | 3.8 | % | |||||||||||||||
| Secured | 6.1 | % | 6.4 | % | 3.9 | % | 3.9 | % | |||||||||||||||
| Variable-rate vs. fixed-rate: | |||||||||||||||||||||||
| Variable-rate | — | % | — | % | — | % | — | % | |||||||||||||||
Fixed-rate (3) | 100.0 | % | 100.0 | % | 3.7 | % | 3.8 | % | |||||||||||||||
Stated rate (3) | 3.7 | % | 3.8 | % | |||||||||||||||||||
GAAP effective rate (4) | 3.7 | % | 3.8 | % | |||||||||||||||||||
| GAAP effective rate including debt issuance costs | 3.9 | % | 4.0 | % | |||||||||||||||||||
(1)As of the end of the period presented.
(2)As of December 31, 2021 and 2020, there was no outstanding balance on the unsecured revolving credit facility.
(3)Excludes the impact of the amortization of any debt discounts/premiums and deferred financing costs.
(4)Includes the impact of amortization of any debt discounts/premiums, excluding deferred financing costs.
86
Percentage of Total Debt (1) | Weighted Average Interest Rate(1) | ||||||||||
| December 31, 2019 | December 31, 2018 | December 31, 2019 | December 31, 2018 | ||||||||
| Secured vs. unsecured: | |||||||||||
| Unsecured | 92.8 | % | 88.6 | % | 3.8 | % | 4.0 | % | |||
| Secured | 7.2 | % | 11.4 | % | 3.9 | % | 4.4 | % | |||
| Variable-rate vs. fixed-rate: | |||||||||||
| Variable-rate | 11.0 | % | 6.6 | % | 2.8 | % | 3.5 | % | |||
Fixed-rate (2) | 89.0 | % | 93.4 | % | 3.9 | % | 4.1 | % | |||
Stated rate (2) | 3.8 | % | 4.1 | % | |||||||
GAAP effective rate (3) | 3.8 | % | 4.0 | % | |||||||
| GAAP effective rate including debt issuance costs | 4.0 | % | 4.2 | % | |||||||
Liquidity Uses
Contractual Obligations
The following table provides information with respect to our contractual obligations as of December 31, 2019.2021. The table: (i) indicates the maturities and scheduled principal repayments of our secured and unsecured debt outstanding as of December 31, 2019;2021; (ii) indicates the scheduled interest payments of our fixed-rate debt as of December 31, 2019;2021; (iii) provides information about the minimum commitments due in connection with our ground lease obligations and other lease and contractual commitments; and (iv) provides estimated development commitments as of December 31, 2019.2021. Note that the table does not reflect our available debt maturity extension options and reflects gross aggregate principal amounts before the effect of unamortized discounts/premiums.
| Payment Due by Period | |||||||||||||||||||||||||||||
| Less than 1 Year (2022) | 2-3 Years (2023-2024) | 4-5 Years (2025-2026) | More than 5 Years (After 2026) | Total | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
Principal payments: secured debt (1) | $ | 5,554 | $ | 11,781 | $ | 157,563 | $ | 74,125 | $ | 249,023 | |||||||||||||||||||
Principal payments: unsecured debt (2) | — | 425,000 | 650,000 | 2,775,000 | 3,850,000 | ||||||||||||||||||||||||
Interest payments: fixed-rate debt (3) | 149,759 | 298,233 | 243,514 | 342,748 | 1,034,254 | ||||||||||||||||||||||||
Ground lease obligations (4) | 6,441 | 13,027 | 13,171 | 373,943 | 406,582 | ||||||||||||||||||||||||
Lease and other contractual commitments (5) | 67,315 | — | 3,465 | — | 70,780 | ||||||||||||||||||||||||
Development commitments (6) | 358,254 | 439,000 | — | — | 797,254 | ||||||||||||||||||||||||
| Total | $ | 587,323 | $ | 1,187,041 | $ | 1,067,713 | $ | 3,565,816 | $ | 6,407,893 | |||||||||||||||||||
| Payment Due by Period | |||||||||||||||||||
Less than 1 Year (2020) | 2-3 Years (2021-2022) | 4-5 Years (2023-2024) | More than 5 Years (After 2024) | Total | |||||||||||||||
| (in thousands) | |||||||||||||||||||
Principal payments: secured debt (1) | $ | 5,137 | $ | 10,896 | $ | 11,781 | $ | 231,688 | $ | 259,502 | |||||||||
Principal payments: unsecured debt (2) | — | 395,000 | 725,000 | 2,200,000 | 3,320,000 | ||||||||||||||
Interest payments: fixed-rate debt (3) | 124,083 | 247,542 | 223,718 | 305,869 | 901,212 | ||||||||||||||
Interest payments: variable-rate debt (4) | 4,275 | 6,793 | — | — | 11,068 | ||||||||||||||
Interest payments: unsecured revolving credit facility (5) | 6,762 | 10,744 | — | — | 17,506 | ||||||||||||||
Ground lease obligations (6) | 5,641 | 11,283 | 11,324 | 286,385 | 314,633 | ||||||||||||||
Lease and other contractual commitments (7) | 149,606 | 12,009 | — | — | 161,615 | ||||||||||||||
Development commitments (8) | 478,000 | 403,000 | — | — | 881,000 | ||||||||||||||
| Total | $ | 773,504 | $ | 1,097,267 | $ | 971,823 | $ | 3,023,942 | $ | 5,866,536 | |||||||||
(2)Represents gross aggregate principal amount before the effect of the unamortized discount and deferred financing costs of approximately$7.4 million and $22.2 million as of December 31, 2021. As of December 31, 2021, there was no outstanding balance on our unsecured revolving credit facility. (3)As of December 31, 2021, 100.0% 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)Reflects minimum lease payments through the contractual lease expiration date before the impact of extension options. See Note 18 “Commitments and Contingencies” to our consolidated financial statements included in this report for further information. (5)Amounts represent cash commitments under signed leases and contracts for operating properties, excluding tenant-funded tenant improvements, and for other contractual commitments. The timing of these expenditures may fluctuate. (6)Amounts represent commitments under signed leases for pre-leased development projects and contractual commitments for projects in the tenant improvement phase and under construction as of December 31, 2021. The timing of these expenditures may fluctuate based on the ultimate progress of construction. We may start additional construction in 2022 (see “—Development” for additional information). |
The Company intends to continue to make, but has not committed to make, regular quarterly cash distributions to common stockholders, and through the Operating Partnership, to common unitholders from the Operating Partnership’s cash flow from operating activities. All such distributions are at the discretion of the Board of Directors. In 2021, the Company’s distributions exceeded 100% of its taxable income, resulting in a return of capital to its stockholders. As the Company intends to maintain distributions at a level sufficient to meet the REIT distribution requirements and minimize its obligation to pay income and excise taxes, it will continue to evaluate whether the current levels of distribution are appropriate to do so throughout 2022. In addition, in the event the Company is unable to successfully complete Section 1031 Exchanges to defer some or all of the taxable gains related to property dispositions (or in the event additional legislation is enacted that further modifies or repeals laws with respect to Section 1031 Exchanges), the Company may be required to distribute a special dividend to its common stockholders and common unitholders in order to minimize or eliminate income taxes on such gains. The Company considers market factors and its performance in addition to REIT requirements in determining its distribution levels. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts and short-term interest-bearing securities, which is consistent with the Company’s intention to maintain its qualification as a REIT. Such investments may include, for example, obligations of the Government National Mortgage Association, other governmental agency securities, certificates of deposit, and interest-bearing bank deposits.
On December 16, 2021, the Board of Directors declared a regular quarterly cash dividend of $0.52 per share of common stock. The regular quarterly cash dividend is payable to stockholders of record on December 31, 2021 and a corresponding cash distribution of $0.52 per Operating Partnership units is payable to holders of the Operating Partnership’s common limited partnership interests of record on December 31, 2021, including those owned by the Company. The total cash quarterly dividends and distributions paid on January 12, 2022 were $61.2 million.
Debt Covenants
The covenants contained within certain of our unsecured debt obligations generally prohibit the Company from paying dividends during an event of default in excess of an amount which results in distributions to us in an amount sufficient to permit us to pay dividends to our stockholders that we reasonably believe are necessary to (a) maintain our qualification as a REIT for federal and state income tax purposes and (b) avoid the payment of federal or state income or excise tax.
80
Capitalization
As of December 31, 2021, our total debt as a percentage of total market capitalization was 34.4%, which was calculated based on the closing price per share of the Company’s common stock of $66.46 on December 31, 2021 as shown in the following table:
| Shares/Units at December 31, 2021 | Aggregate Principal Amount or $ Value Equivalent | % of Total Market Capitalization | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
Debt: (1)(2) | |||||||||||||||||
| Unsecured Senior Notes due 2024 | $ | 425,000 | 3.6 | % | |||||||||||||
| Unsecured Senior Notes due 2025 | 400,000 | 3.4 | % | ||||||||||||||
| Unsecured Senior Notes Series A & B due 2026 | 250,000 | 2.1 | % | ||||||||||||||
| Unsecured Senior Notes due 2028 | 400,000 | 3.4 | % | ||||||||||||||
| Unsecured Senior Notes due 2029 | 400,000 | 3.4 | % | ||||||||||||||
| Unsecured Senior Notes Series A & B due 2027 & 2029 | 250,000 | 2.1 | % | ||||||||||||||
| Unsecured Senior Notes due 2030 | 500,000 | 4.2 | % | ||||||||||||||
| Unsecured Senior Notes due 2031 | 350,000 | 2.9 | % | ||||||||||||||
| Unsecured Senior Notes due 2032 | 425,000 | 3.6 | % | ||||||||||||||
| Unsecured Senior Notes due 2033 | 450,000 | 3.7 | % | ||||||||||||||
| Secured debt | 249,023 | 2.0 | % | ||||||||||||||
| Total debt | 4,099,023 | 34.4 | % | ||||||||||||||
Equity and Noncontrolling Interests in the Operating Partnership: (3) | |||||||||||||||||
Common limited partnership units outstanding (4) | 1,150,574 | 76,467 | 0.6 | % | |||||||||||||
| Shares of common stock outstanding | 116,464,169 | 7,740,209 | 65.0 | % | |||||||||||||
| Total Equity and Noncontrolling Interests in the Operating Partnership | 7,816,676 | 65.6 | % | ||||||||||||||
| Total Market Capitalization | $ | 11,915,699 | 100.0 | % | |||||||||||||
(1)Represents gross aggregate principal amount due at maturity before the effect of the following at December 31, 2021: $22.9 million of unamortized deferred financing costs on the unsecured senior notes and secured debt and $7.4 million of unamortized discounts for the unsecured senior notes.
(2)As of December 31, 2019, we had six development projects under construction. These projects have a total estimated investment2021, there was no outstanding balance on the unsecured revolving credit facility.
(3)Value based on closing price per share of approximately $2.2 billion,our common stock of which we have incurred approximately $1.3 billion and committed an additional $826.0 million$66.46 as of December 31, 2019.In addition, as of December 31, 2019, we had two development projects in the tenant improvement phase. These projects have a total estimated investment of2021.
81
Liquidity and Capital Resources of the Operating Partnership
In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we,” “our,” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the context requires.
General
Our primary liquidity sources and uses are as follows:
Liquidity Sources
•Net cash flow from operations;
•Borrowings under the Operating Partnership’s unsecured revolving credit facility,facility;
•Proceeds from our capital recycling program, including the disposition of assets and the formation of strategic ventures;
•Proceeds from additional secured or unsecured debt financings; and
•Proceeds from public or private issuance of debt, equity or preferred equity securities,securities.
Liquidity Uses
•Development and redevelopment costs;
•Operating 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 security holders;
•Repurchases and redemptions of outstanding common stock of the dispositionCompany; and
•Outstanding debt repurchases, redemptions and repayments.
General Strategy
Our general strategy is to maintain a conservative balance sheet with a strong credit profile and to maintain a capital structure that allows for financial flexibility and diversification of assets undercapital resources. We manage our capital recycling program, or strategic venture opportunities.
structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our long-term capital requirements. We believe that our current projected liquidity requirements for the next twelve-month period, as set forth above under the caption “—Liquidity Uses,” will be satisfied using a combination of the liquidity sources listed above, although there can be no assurance in this regard. We believe our conservative leverage and staggered debt maturities provide us with financial flexibility and enhance our ability to obtain additional sources of liquidity if necessary, and, therefore, we believe we are well-positioned to refinance or repay maturing debt and to pursue our strategy of seeking attractive acquisition opportunities, which we may finance, as necessary, with future public and private issuances of debt and equity securities. However, wesecurities, although there can providebe no assurance that we will have accessin this regard.
2021 Capital and Financing Transactions
We continue to the public or private debt or equity marketsbe active in the future on favorable terms or at all. Our nextcapital markets and our capital recycling program to finance potential acquisitions and our development activity, as well as our continued desire to extend our debt maturities occur in July 2022.maturities. This was primarily a result of the following activity:
82
•During the year ended December 31, 2019,2021, we acquired a 19-building creative office campus and two development sites for a totalcompleted the sale of $359.0 million in cash. During 2018, we acquired fourthree office buildings and a 39-acre development sitein two transactions to unaffiliated third parties for a total of $565.2 million in cash. These transactions were funded through variousgross sales proceeds totaling approximately $1.12 billion.
Capital Markets / Debt Transactions
•In addition to obtaining funding from our capital recycling program during 2021, we successfully completed the following financing and capital raising activities to fund our continued growth. We continued to strengthen our balance sheet and liquidity as discussed in “—Liquidity Sources”.
•Amended and restated the terms of our unsecured revolving credit facility to increase the borrowing capacity from $750.0 million to $1.1 billion, reduce the borrowing costs, extend the maturity date to July 2025, with two six-month extension options, and add a sustainability-linked pricing component whereby the interest rate is lowered by 0.01% if certain sustainability performance targets are met;
•Issued $450.0 million aggregate principal amount of 12-year 2.650% green unsecured senior notes due November 2033 in a registered public offering; and
•Completed the early redemption of all $300.0 million of the Company’s 3.800% unsecured senior notes due January 2023, resulting in a $12.2 million loss on early extinguishment of debt.
Liquidity Sources
Unsecured Revolving Credit Facility
In April 2021, the Operating Partnership amended and restated the terms of its unsecured revolving credit facility.The amendment and restatement increased the size of the unsecured revolving credit facility from $750.0 million to $1.1 billion, reduced the borrowing costs, extended the maturity date of the unsecured revolving credit facility to July 2025, with two six-month extension options, and added a sustainability-linked pricing component whereby the interest rate is lowered by 0.01% if certain sustainability performance targets are met.The LIBOR replacement provisions of the unsecured revolving credit facility permit the use of rates based on the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York.
The following table summarizes the balance and terms of our unsecured revolving credit facility as of December 31, 2021 and 2020:
| December 31, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Outstanding borrowings | $ | — | $ | — | |||||||
| Remaining borrowing capacity | 1,100,000 | 750,000 | |||||||||
Total borrowing capacity (1) | $ | 1,100,000 | $ | 750,000 | |||||||
Interest rate (2) | 1.00 | % | 1.14 | % | |||||||
Facility fee-annual rate (3) | 0.200% | ||||||||||
| Maturity date | July 2025 | July 2022 | |||||||||
______________________
(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $500.0 million and $600.0 million as of December 31, 2021 and 2020, respectively, under an accordion feature under the terms of the unsecured revolving credit facility.
(2)Our unsecured revolving credit facility interest rate was calculated based on the contractual rate of LIBOR plus 0.900% and LIBOR plus 1.000% as of December 31, 2021 and 2020, 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 December 31, 2021 and 2020, $7.3 million and $2.1 million of unamortized deferred financing costs, respectively, which are included in prepaid expenses and other assets, net on our consolidated balance sheets, remained to be amortized through the maturity date of our unsecured revolving credit facility.
83
We intend to borrow under the unsecured revolving credit facility as necessary for general corporate purposes, to finance development and redevelopment expenditures, to fund potential acquisitions, and to potentially repay long-term debt to supplement cash balances given uncertainties and volatility in market conditions.
Capital Recycling Program
As discussed in the section “—Factors“Factors That May Influence Future Results of Operations - Acquisitions,Capital Recycling Program,”we continuecontinuously evaluate opportunities for the potential disposition of properties and undeveloped land in our portfolio or the formation of strategic ventures with the intent of recycling the proceeds generated from the disposition of less strategic or core assets into capital used to evaluate strategic opportunities and remain a disciplined buyer offinance development and redevelopment opportunities as well as value-addexpenditures, to fund new acquisitions, to repay long-term debt and for other general corporate purposes. As part of this strategy, we attempt to enter into Section 1031 Exchanges, when possible, to defer some or all of the taxable gains on the sales, if any, for federal and state income tax purposes.
In connection with our capital recycling strategy, through December 31, 2021, we completed the sale of three properties in two transactions to unaffiliated third parties for gross sales proceeds totaling approximately $1.12 billion through the sale of three office buildings. The taxable gain from the $1.08 billion disposition of one of these office buildings was deferred through a Section 1031 Exchange. The proceeds from the sale were used to fund the acquisition of one operating properties, dependentproperty, the land underlying a historical ground lease and two development property acquisitions totaling $1.2 billion. During 2020, we completed the sale of one property to an unaffiliated third party for gross sales proceeds totaling approximately $75.9 million. See “—Factors that May Influence Future Operations” and Note 4 “Dispositions” to our consolidated financial statements included in this report for additional information.
We currently anticipate that in 2022 we could raise additional capital through our dispositions program ranging from approximately $200 million to $500 million. However, any potential future disposition transactions and the timing of any potential future capital recycling transactions will depend on market conditions and business cycles, among other factors. Wefactors including but not limited to our capital needs, the availability of financing for potential buyers (which has been and may continue to focusbe constrained for some potential buyers due to the ongoing COVID-19 pandemic’s impact on growth opportunities in West Coast markets populated by knowledgeeconomic and creative based tenants in a varietymarket conditions, including the financial markets), and our ability to defer some or all of industries, including technology, media, healthcare, life sciences, entertainment and professional services. Any material acquisitionsthe taxable gains on the sales. In addition, we cannot assure you that we will dispose of any additional properties or that we will be funded with borrowings underable to identify and complete the acquisitions of suitable replacement properties to effect Section 1031 Exchanges to defer some or all of the taxable gains related to our capital recycling program. In the event we are unable to complete dispositions as planned, we may raise capital through other sources of liquidity including our available unsecured revolving credit facility or the public or private issuance of debt or equity securities,unsecured debt.
At-The-Market Stock Offering Program
Under our current at-the-market stock offering program, which commenced June 2018, we may offer and sell shares of our common stock with an aggregate gross sales price of up to $500.0 million from time to time in “at-the-market” offerings. In connection with the disposition of assets under our capital recyclingat-the-market program, the formation of strategic ventures or through the assumption of existing debt. We cannot provide assurance that we will enter into any agreements to acquire properties, or undeveloped land, or that the potential acquisitions contemplated by any agreements weCompany may enter into inforward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the future will be completed.
84
Shelf Registration Statement
The amounts we incurCompany is a well-known seasoned issuer and the Company and the Operating Partnership have an effective shelf registration statement that provides for tenant improvementsthe public offering and leasing costs depend on leasing activitysale from time to time by the Company of its preferred stock, common stock, depository shares and guarantees of debt securities and by the Operating Partnership of its debt securities, in each period. Tenant improvementscase in unlimited amounts. The Company evaluates the capital markets on an ongoing basis for opportunities to raise capital, and, leasing costsas circumstances warrant, the Company and the Operating Partnership may issue securities of all of these types in one or more offerings at any time and from time to time on an opportunistic basis, depending upon, among other things, market conditions, available pricing and capital needs. Capital raising could be more challenging under current market conditions than those prior to COVID-19, particularly if case rates surge again. When the Company receives proceeds from the sales of its preferred or common stock, it generally fluctuatecontributes the net proceeds from those sales to the Operating Partnership in any given period depending on factors such as the type and conditionexchange for corresponding preferred or common partnership units of the property,Operating Partnership. The Operating Partnership may use these proceeds and proceeds from the termsale of its debt securities to repay debt, including borrowings under its unsecured revolving credit facility, to develop new or redevelop existing properties, to make acquisitions of properties or portfolios of properties, or for general corporate purposes.
Unsecured Senior Notes - Registered Offering
In October 2021, the Operating Partnership issued $450.0 million aggregate principal amount of 2.650% senior notes due 2033 in a registered public offering. Interest on the notes is payable semi-annually at a rate of 2.650% per annum on May 15 and November 15 each year, commencing on May 15, 2022, and the notes mature on August 15, 2033. The Operating Partnership intends to allocate an amount equal to the net proceeds from the offering to one or more eligible green projects. Pending the allocation of an amount equal to the net proceeds from the offering to eligible green projects, a portion of the lease,net proceeds were used to early redeem the type$300.0 million aggregate principal amount of our outstanding 3.800% unsecured senior notes that were scheduled to mature on January 15, 2023, and the remaining portion of the lease, the involvement of external leasing agentsnet proceeds may be used to redeem or repay indebtedness and, overall market conditions. Capital expenditures may fluctuate in any given period subject to the nature, extent not used for such purpose, for other general corporate purposes.
85
Unsecured and timingSecured Debt
The aggregate principal amount of improvements requiredthe unsecured and secured debt of the Operating Partnership outstanding as of December 31, 2021 was as follows:
| Aggregate Principal Amount Outstanding | |||||
| (in thousands) | |||||
| Unsecured Senior Notes due 2024 | $ | 425,000 | |||
| Unsecured Senior Notes due 2025 | 400,000 | ||||
| Unsecured Senior Notes Series A & B due 2026 | 250,000 | ||||
| Unsecured Senior Notes due 2028 | 400,000 | ||||
| Unsecured Senior Notes due 2029 | 400,000 | ||||
| Unsecured Senior Notes Series A & B due 2027 & 2029 | 250,000 | ||||
| Unsecured Senior Notes due 2030 | 500,000 | ||||
| Unsecured Senior Notes due 2031 | 350,000 | ||||
| Unsecured Senior Notes due 2032 | 425,000 | ||||
| Unsecured Senior Notes due 2033 | 450,000 | ||||
| Secured Debt | 249,023 | ||||
Total Unsecured and Secured Debt (1) | 4,099,023 | ||||
Less: Unamortized Net Discounts and Deferred Financing Costs (2) | (30,273) | ||||
| Total Debt, Net | $ | 4,068,750 | |||
________________________
(1)As of December 31, 2021, there was no outstanding balance on the unsecured revolving credit facility.
(2)Includes $22.9 million of unamortized deferred financing costs on the unsecured senior notes and secured debt and $7.4 million of unamortized discounts for the unsecured senior notes. Excludes unamortized deferred financing costs on the unsecured revolving credit facility, which are included in prepaid expenses and other assets, net on our consolidated balance sheets.
Debt Composition
The composition of the Operating Partnership’s aggregate debt balances between secured and unsecured and fixed-rate and variable-rate debt as of December 31, 2021 and 2020 was as follows:
Percentage of Total Debt (1) | Weighted Average Interest Rate(1) | ||||||||||||||||||||||
December 31, 2021 (2) | December 31, 2020 | December 31, 2021 (2) | December 31, 2020 | ||||||||||||||||||||
| Secured vs. unsecured: | |||||||||||||||||||||||
| Unsecured | 93.9 | % | 93.6 | % | 3.6 | % | 3.8 | % | |||||||||||||||
| Secured | 6.1 | % | 6.4 | % | 3.9 | % | 3.9 | % | |||||||||||||||
| Variable-rate vs. fixed-rate: | |||||||||||||||||||||||
| Variable-rate | — | % | — | % | — | % | — | % | |||||||||||||||
Fixed-rate (3) | 100.0 | % | 100.0 | % | 3.7 | % | 3.8 | % | |||||||||||||||
Stated rate (3) | 3.7 | % | 3.8 | % | |||||||||||||||||||
GAAP effective rate (4) | 3.7 | % | 3.8 | % | |||||||||||||||||||
| GAAP effective rate including debt issuance costs | 3.9 | % | 4.0 | % | |||||||||||||||||||
(1)As of the end of the period presented.
(2)As of December 31, 2021 and 2020, there was no outstanding balance on the unsecured revolving credit facility.
(3)Excludes the impact of the amortization of any debt discounts/premiums and deferred financing costs.
(4)Includes the impact of amortization of any debt discounts/premiums, excluding deferred financing costs.
86
Liquidity Uses
Contractual Obligations
The following table provides information with respect to maintain our properties.
| Payment Due by Period | |||||||||||||||||||||||||||||
| Less than 1 Year (2022) | 2-3 Years (2023-2024) | 4-5 Years (2025-2026) | More than 5 Years (After 2026) | Total | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
Principal payments: secured debt (1) | $ | 5,554 | $ | 11,781 | $ | 157,563 | $ | 74,125 | $ | 249,023 | |||||||||||||||||||
Principal payments: unsecured debt (2) | — | 425,000 | 650,000 | 2,775,000 | 3,850,000 | ||||||||||||||||||||||||
Interest payments: fixed-rate debt (3) | 149,759 | 298,233 | 243,514 | 342,748 | 1,034,254 | ||||||||||||||||||||||||
Ground lease obligations (4) | 6,441 | 13,027 | 13,171 | 373,943 | 406,582 | ||||||||||||||||||||||||
Lease and other contractual commitments (5) | 67,315 | — | 3,465 | — | 70,780 | ||||||||||||||||||||||||
Development commitments (6) | 358,254 | 439,000 | — | — | 797,254 | ||||||||||||||||||||||||
| Total | $ | 587,323 | $ | 1,187,041 | $ | 1,067,713 | $ | 3,565,816 | $ | 6,407,893 | |||||||||||||||||||
_____________________
(1)Represents gross aggregate principal amount before the effect of deferred financing costs of approximately$0.7 millionas of December 31, 2021.
(2)Represents gross aggregate principal amount before the effect of the unamortized discount and deferred financing costs of approximately$7.4 million and $22.2 million as of December 31, 2021. As of December 31, 2021, there was no outstanding balance on our unsecured revolving credit facility.
(3)As of December 31, 2021, 100.0% 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)Reflects minimum lease payments through the contractual lease expiration date before the impact of extension options. See Note 18 “Commitments and Contingencies” to our consolidated financial statements included in our contractual obligations table above. The amount we ultimately spend will depend on leasing activity during 2020.
(6)Amounts represent commitments under signed leases for pre-leased development projects and re-tenanted space within our stabilized portfoliocontractual commitments for eachprojects in the tenant improvement phase and under construction as of the years ended December 31, 2019, 2018 and 20172021. The timing of these expenditures may fluctuate based on a per square foot basis.the ultimate progress of construction. We may start additional construction in 2022 (see “—Development” for additional information).
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
Office Properties:(1) | |||||||||||
| Capital Expenditures: | |||||||||||
| Capital expenditures per square foot | $ | 1.26 | $ | 2.00 | $ | 1.18 | |||||
Tenant Improvement and Leasing Costs (2) | |||||||||||
Replacement tenant square feet (3) | 1,228,973 | 717,427 | 825,653 | ||||||||
| Tenant improvements per square foot commenced | $ | 47.79 | $ | 41.87 | $ | 55.10 | |||||
| Leasing commissions per square foot commenced | $ | 18.89 | $ | 14.77 | $ | 16.36 | |||||
| Total per square foot | $ | 66.68 | $ | 56.64 | $ | 71.46 | |||||
| Renewal tenant square feet | 797,537 | 1,161,596 | 944,865 | ||||||||
| Tenant improvements per square foot commenced | $ | 13.72 | $ | 26.64 | $ | 21.66 | |||||
| Leasing commissions per square foot commenced | $ | 11.84 | $ | 14.55 | $ | 6.80 | |||||
| Total per square foot | $ | 25.56 | $ | 41.19 | $ | 28.46 | |||||
| Total per square foot per year | $ | 6.45 | $ | 7.24 | $ | 8.09 | |||||
| Average remaining lease term (in years) | 7.8 | 6.5 | 6.0 | ||||||||
Distribution Requirements
The Company is required to distribute 90% of its taxable income (subject to certain adjustments and excluding net capital gains) on an annual basis to maintain qualification as a REIT for federal income tax purposes and is required to pay income tax at regular corporate rates to the extent it distributes less than 100% of its taxable income (including capital gains). As a result of these distribution requirements, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent as other companies whose parent companies are not REITs. In addition, the Company may be required to use borrowings under the Operating Partnership’s revolving credit facility, if necessary, to meet REIT distribution requirements and maintain its REIT status. The Company may also need to continue to raise capital in the equity markets to fund the Operating Partnership’s working capital needs, as well as potential developments of new or existing properties or acquisitions.
The Company intends to continue to make, but has not committed to make, regular quarterly cash distributions to common stockholders, and through the Operating Partnership, to common unitholders from the Operating Partnership’s cash flow from operating activities. All such distributions are at the discretion of the Board of Directors. In 2021, the Company’s distributions exceeded 100% of its taxable income, resulting in a return of capital to its stockholders. As the Company intends to maintain distributions at a level sufficient to meet the REIT distribution requirements and minimize its obligation to pay income and excise taxes, it will continue to evaluate whether the current levels of distribution are appropriate to do so throughout 2022. In addition, in the event the Company is unable to successfully complete Section 1031 Exchanges to defer some or all of the taxable gains related to property dispositions (or in the event additional legislation is enacted that further modifies or repeals laws with respect to Section 1031 Exchanges), the Company may be required to distribute a special dividend to its common stockholders and common unitholders in order to minimize or eliminate income taxes on such gains. The Company considers market factors and its performance in addition to REIT requirements in determining its distribution levels. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts and short-term interest-bearing securities, which is consistent with the Company’s intention to maintain its qualification as a REIT. Such investments may include, for example, obligations of the Government National Mortgage Association, other governmental agency securities, certificates of deposit, and interest-bearing bank deposits.
On December 16, 2021, the Board of Directors declared a regular quarterly cash dividend of $0.52 per share of common stock. The regular quarterly cash dividend is payable to stockholders of record on December 31, 2021 and a corresponding cash distribution of $0.52 per Operating Partnership units is payable to holders of the Operating Partnership’s common limited partnership interests of record on December 31, 2021, including those owned by the Company. The total cash quarterly dividends and distributions paid on January 12, 2022 were $61.2 million.
Debt Covenants
The covenants contained within certain of our unsecured debt obligations generally prohibit the Company from paying dividends during an event of default in excess of an amount which results in distributions to us in an amount sufficient to permit us to pay dividends to our stockholders that we reasonably believe are necessary to (a) maintain our qualification as a REIT for federal and state income tax purposes and (b) avoid the payment of federal or state income or excise tax.
80
Capitalization
As of December 31, 2021, our total debt as a percentage of total market capitalization was 34.4%, which was calculated based on the closing price per share of the Company’s common stock of $66.46 on December 31, 2021 as shown in the following table:
| Shares/Units at December 31, 2021 | Aggregate Principal Amount or $ Value Equivalent | % of Total Market Capitalization | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
Debt: (1)(2) | |||||||||||||||||
| Unsecured Senior Notes due 2024 | $ | 425,000 | 3.6 | % | |||||||||||||
| Unsecured Senior Notes due 2025 | 400,000 | 3.4 | % | ||||||||||||||
| Unsecured Senior Notes Series A & B due 2026 | 250,000 | 2.1 | % | ||||||||||||||
| Unsecured Senior Notes due 2028 | 400,000 | 3.4 | % | ||||||||||||||
| Unsecured Senior Notes due 2029 | 400,000 | 3.4 | % | ||||||||||||||
| Unsecured Senior Notes Series A & B due 2027 & 2029 | 250,000 | 2.1 | % | ||||||||||||||
| Unsecured Senior Notes due 2030 | 500,000 | 4.2 | % | ||||||||||||||
| Unsecured Senior Notes due 2031 | 350,000 | 2.9 | % | ||||||||||||||
| Unsecured Senior Notes due 2032 | 425,000 | 3.6 | % | ||||||||||||||
| Unsecured Senior Notes due 2033 | 450,000 | 3.7 | % | ||||||||||||||
| Secured debt | 249,023 | 2.0 | % | ||||||||||||||
| Total debt | 4,099,023 | 34.4 | % | ||||||||||||||
Equity and Noncontrolling Interests in the Operating Partnership: (3) | |||||||||||||||||
Common limited partnership units outstanding (4) | 1,150,574 | 76,467 | 0.6 | % | |||||||||||||
| Shares of common stock outstanding | 116,464,169 | 7,740,209 | 65.0 | % | |||||||||||||
| Total Equity and Noncontrolling Interests in the Operating Partnership | 7,816,676 | 65.6 | % | ||||||||||||||
| Total Market Capitalization | $ | 11,915,699 | 100.0 | % | |||||||||||||
(1)Represents gross aggregate principal amount due at maturity before the effect of the following at December 31, 2021: $22.9 million of unamortized deferred financing costs on the unsecured senior notes and secured debt and $7.4 million of unamortized discounts for the unsecured senior notes.
(2)As of December 31, 2021, there was no outstanding balance on the unsecured revolving credit facility.
(3)Value based on closing price per share of our common stock of $66.46 as of December 31, 2021.
(4)Includes common units of the Operating Partnership not owned by the Company; does not include noncontrolling interests in consolidated property partnerships.
81
Liquidity and Capital Resources of the Operating Partnership
In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we,” “our,” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the context requires.
General
Our primary liquidity sources and uses are as follows:
Liquidity Sources
•Net cash flow from operations;
•Borrowings under the Operating Partnership’s unsecured revolving credit facility;
•Proceeds from our capital recycling program, including the disposition of assets and the formation of strategic ventures;
•Proceeds from additional secured or unsecured debt financings; and
•Proceeds from public or private issuance of debt, equity or preferred equity securities.
Liquidity Uses
•Development and redevelopment costs;
•Operating 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 security holders;
•Repurchases and redemptions of outstanding common stock of the Company; and
•Outstanding debt repurchases, redemptions and repayments.
General Strategy
Our general strategy is to maintain a conservative balance sheet with a strong credit profile and to maintain a capital structure that allows for financial flexibility and diversification of capital resources. We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our long-term capital requirements. We believe that our current projected liquidity requirements for the next twelve-month period, as set forth above under the caption “—Liquidity Uses,” will be satisfied using a combination of the liquidity sources listed above, although there can be no assurance in this regard. We believe our conservative leverage and staggered debt maturities provide us with financial flexibility and enhance our ability to obtain additional sources of liquidity if necessary, and, therefore, we are well-positioned to refinance or repay maturing debt and to pursue our strategy of seeking attractive acquisition opportunities, which we may finance, as necessary, with future public and private issuances of debt and equity securities, although there can be no assurance in this regard.
2021 Capital and Financing Transactions
We continue to be active in the capital markets and our capital recycling program to finance potential acquisitions and our development activity, as well as our continued desire to extend our debt maturities. This was primarily a result of the following activity:
82
Capital Recycling Program
•During the year ended December 31, 2021, we completed the sale of three office buildings in two transactions to unaffiliated third parties for gross sales proceeds totaling approximately $1.12 billion.
Capital Markets / Debt Transactions
•In addition to obtaining funding from our capital recycling program during 2021, we successfully completed the following financing and capital raising activities to fund our continued growth. We continued to strengthen our balance sheet and lower our overall cost of capital.
•Amended and restated the terms of our unsecured revolving credit facility to increase the borrowing capacity from $750.0 million to $1.1 billion, reduce the borrowing costs, extend the maturity date to July 2025, with two six-month extension options, and add a sustainability-linked pricing component whereby the interest rate is lowered by 0.01% if certain sustainability performance targets are met;
•Issued $450.0 million aggregate principal amount of 12-year 2.650% green unsecured senior notes due November 2033 in a registered public offering; and
•Completed the early redemption of all $300.0 million of the Company’s 3.800% unsecured senior notes due January 2023, resulting in a $12.2 million loss on early extinguishment of debt.
Liquidity Sources
Unsecured Revolving Credit Facility
In April 2021, the Operating Partnership amended and restated the terms of its unsecured revolving credit facility.The amendment and restatement increased the size of the unsecured revolving credit facility from $750.0 million to $1.1 billion, reduced the borrowing costs, extended the maturity date of the unsecured revolving credit facility to July 2025, with two six-month extension options, and added a sustainability-linked pricing component whereby the interest rate is lowered by 0.01% if certain sustainability performance targets are met.The LIBOR replacement provisions of the unsecured revolving credit facility permit the use of rates based on the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York.
The following table summarizes the balance and terms of our unsecured revolving credit facility as of December 31, 2021 and 2020:
| December 31, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Outstanding borrowings | $ | — | $ | — | |||||||
| Remaining borrowing capacity | 1,100,000 | 750,000 | |||||||||
Total borrowing capacity (1) | $ | 1,100,000 | $ | 750,000 | |||||||
Interest rate (2) | 1.00 | % | 1.14 | % | |||||||
Facility fee-annual rate (3) | 0.200% | ||||||||||
| Maturity date | July 2025 | July 2022 | |||||||||
______________________
(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $500.0 million and $600.0 million as of December 31, 2021 and 2020, respectively, under an accordion feature under the terms of the unsecured revolving credit facility.
(2)Our unsecured revolving credit facility interest rate was calculated based on the contractual rate of LIBOR plus 0.900% and LIBOR plus 1.000% as of December 31, 2021 and 2020, 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 December 31, 2021 and 2020, $7.3 million and $2.1 million of unamortized deferred financing costs, respectively, which are included in prepaid expenses and other assets, net on our consolidated balance sheets, remained to be amortized through the maturity date of our unsecured revolving credit facility.
83
We intend to borrow under the unsecured revolving credit facility as necessary for general corporate purposes, to finance development and redevelopment expenditures, to fund potential acquisitions, and to potentially repay long-term debt to supplement cash balances given uncertainties and volatility in market conditions.
Capital Recycling Program
As discussed in the section “Factors That May Influence Future Results of Operations - Capital Recycling Program,” we continuously evaluate opportunities for the potential disposition of properties and undeveloped land in our portfolio or the formation of strategic ventures with the intent of recycling the proceeds generated from the disposition of less strategic or core assets into capital used to finance development and redevelopment expenditures, to fund new acquisitions, to repay long-term debt and for other general corporate purposes. As part of this strategy, we attempt to enter into Section 1031 Exchanges, when possible, to defer some or all of the taxable gains on the sales, if any, for federal and state income tax purposes.
In connection with our capital recycling strategy, through December 31, 2021, we completed the sale of three properties in two transactions to unaffiliated third parties for gross sales proceeds totaling approximately $1.12 billion through the sale of three office buildings. The taxable gain from the $1.08 billion disposition of one of these office buildings was deferred through a Section 1031 Exchange. The proceeds from the sale were used to fund the acquisition of one operating property, the land underlying a historical ground lease and two development property acquisitions totaling $1.2 billion. During 2020, we completed the sale of one property to an unaffiliated third party for gross sales proceeds totaling approximately $75.9 million. See “—Factors that May Influence Future Operations” and Note 4 “Dispositions” to our consolidated financial statements included in this report for additional information.
We currently anticipate that in 2022 we could raise additional capital through our dispositions program ranging from approximately $200 million to $500 million. However, any potential future disposition transactions and the timing of any potential future capital recycling transactions will depend on market conditions and other factors including but not limited to our capital needs, the availability of financing for potential buyers (which has been and may continue to be constrained for some potential buyers due to the ongoing COVID-19 pandemic’s impact on economic and market conditions, including the financial markets), and our ability to defer some or all of the taxable gains on the sales. In addition, we cannot assure you that we will dispose of any additional properties or that we will be able to identify and complete the acquisitions of suitable replacement properties to effect Section 1031 Exchanges to defer some or all of the taxable gains related to our capital recycling program. In the event we are unable to complete dispositions as planned, we may raise capital through other sources of liquidity including our available unsecured revolving credit facility or the public or private issuance of unsecured debt.
At-The-Market Stock Offering Program
Under our current at-the-market stock offering program, which commenced June 2018, we may offer and sell shares of our common stock with an aggregate gross sales price of up to $500.0 million from time to time in “at-the-market” offerings. In connection with the at-the-market program, the Company may enter into forward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and sell shares of our common stock under our at-the-market program (see “Note 13. Stockholders’ Equity of the Company” to our consolidated financial statements included in this report for additional information). The use of a forward equity sale agreement allows the Company to lock in a share price on the sale of shares of our common stock at the time the agreement is executed but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. The Company did not have any outstanding forward equity sale agreements to be settled at December 31, 2021.
Since commencement of our current at-the-market program, we have completed sales of 3,594,576 shares of common stock through December 31, 2021. As of December 31, 2021, we may offer and sell shares of our common stock having an aggregate gross sales price up to approximately $214.2 million under this program. We did not complete any sales under the program during the year ended December 31, 2021.
84
Shelf Registration Statement
The Company is a well-known seasoned issuer and the Company and the Operating Partnership have an effective shelf registration statement that provides for the public offering and sale from time to time by the Company of its preferred stock, common stock, depository shares and guarantees of debt securities and by the Operating Partnership of its debt securities, in each case in unlimited amounts. The Company evaluates the capital markets on an ongoing basis for opportunities to raise capital, and, as circumstances warrant, the Company and the Operating Partnership may issue securities of all of these types in one or more offerings at any time and from time to time on an opportunistic basis, depending upon, among other things, market conditions, available pricing and capital needs. Capital raising could be more challenging under current market conditions than those prior to COVID-19, particularly if case rates surge again. When the Company receives proceeds from the sales of its preferred or common stock, it generally contributes the net proceeds from those sales to the Operating Partnership in exchange for corresponding preferred or common partnership units of the Operating Partnership. The Operating Partnership may use these proceeds and proceeds from the sale of its debt securities to repay debt, including borrowings under its unsecured revolving credit facility, to develop new or redevelop existing properties, to make acquisitions of properties or portfolios of properties, or for general corporate purposes.
Unsecured Senior Notes - Registered Offering
In October 2021, the Operating Partnership issued $450.0 million aggregate principal amount of 2.650% senior notes due 2033 in a registered public offering. Interest on the notes is payable semi-annually at a rate of 2.650% per annum on May 15 and November 15 each year, commencing on May 15, 2022, and the notes mature on August 15, 2033. The Operating Partnership intends to allocate an amount equal to the net proceeds from the offering to one or more eligible green projects. Pending the allocation of an amount equal to the net proceeds from the offering to eligible green projects, a portion of the net proceeds were used to early redeem the $300.0 million aggregate principal amount of our outstanding 3.800% unsecured senior notes that were scheduled to mature on January 15, 2023, and the remaining portion of the net proceeds may be used to redeem or repay indebtedness and, to the extent not used for such purpose, for other general corporate purposes.
85
Unsecured and Secured Debt
The aggregate principal amount of the unsecured and secured debt of the Operating Partnership outstanding as of December 31, 2021 was as follows:
| Aggregate Principal Amount Outstanding | |||||
| (in thousands) | |||||
| Unsecured Senior Notes due 2024 | $ | 425,000 | |||
| Unsecured Senior Notes due 2025 | 400,000 | ||||
| Unsecured Senior Notes Series A & B due 2026 | 250,000 | ||||
| Unsecured Senior Notes due 2028 | 400,000 | ||||
| Unsecured Senior Notes due 2029 | 400,000 | ||||
| Unsecured Senior Notes Series A & B due 2027 & 2029 | 250,000 | ||||
| Unsecured Senior Notes due 2030 | 500,000 | ||||
| Unsecured Senior Notes due 2031 | 350,000 | ||||
| Unsecured Senior Notes due 2032 | 425,000 | ||||
| Unsecured Senior Notes due 2033 | 450,000 | ||||
| Secured Debt | 249,023 | ||||
Total Unsecured and Secured Debt (1) | 4,099,023 | ||||
Less: Unamortized Net Discounts and Deferred Financing Costs (2) | (30,273) | ||||
| Total Debt, Net | $ | 4,068,750 | |||
________________________
(1)As of December 31, 2021, there was no outstanding balance on the unsecured revolving credit facility.
(2)Includes $22.9 million of unamortized deferred financing costs on the unsecured senior notes and secured debt and $7.4 million of unamortized discounts for the unsecured senior notes. Excludes unamortized deferred financing costs on the unsecured revolving credit facility, which are included in prepaid expenses and other assets, net on our consolidated balance sheets.
Debt Composition
The composition of the Operating Partnership’s aggregate debt balances between secured and unsecured and fixed-rate and variable-rate debt as of December 31, 2021 and 2020 was as follows:
Percentage of Total Debt (1) | Weighted Average Interest Rate(1) | ||||||||||||||||||||||
December 31, 2021 (2) | December 31, 2020 | December 31, 2021 (2) | December 31, 2020 | ||||||||||||||||||||
| Secured vs. unsecured: | |||||||||||||||||||||||
| Unsecured | 93.9 | % | 93.6 | % | 3.6 | % | 3.8 | % | |||||||||||||||
| Secured | 6.1 | % | 6.4 | % | 3.9 | % | 3.9 | % | |||||||||||||||
| Variable-rate vs. fixed-rate: | |||||||||||||||||||||||
| Variable-rate | — | % | — | % | — | % | — | % | |||||||||||||||
Fixed-rate (3) | 100.0 | % | 100.0 | % | 3.7 | % | 3.8 | % | |||||||||||||||
Stated rate (3) | 3.7 | % | 3.8 | % | |||||||||||||||||||
GAAP effective rate (4) | 3.7 | % | 3.8 | % | |||||||||||||||||||
| GAAP effective rate including debt issuance costs | 3.9 | % | 4.0 | % | |||||||||||||||||||
(1)As of the end of the period presented.
(2)As of December 31, 2021 and 2020, there was no outstanding balance on the unsecured revolving credit facility.
(3)Excludes the impact of the amortization of any debt discounts/premiums and deferred financing costs.
(4)Includes the impact of amortization of any debt discounts/premiums, excluding deferred financing costs.
86
Liquidity Uses
Contractual Obligations
The following table provides information with respect to our contractual obligations as of December 31, 2021. The table: (i) indicates the maturities and scheduled principal repayments of our secured and unsecured debt outstanding as of December 31, 2021; (ii) indicates the scheduled interest payments of our fixed-rate debt as of December 31, 2021; (iii) provides information about the minimum commitments due in connection with our ground lease obligations and other lease and contractual commitments; and (iv) provides estimated development commitments as of December 31, 2021. Note that the table does not reflect our available debt maturity extension options and reflects gross aggregate principal amounts before the effect of unamortized discounts/premiums.
| Payment Due by Period | |||||||||||||||||||||||||||||
| Less than 1 Year (2022) | 2-3 Years (2023-2024) | 4-5 Years (2025-2026) | More than 5 Years (After 2026) | Total | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
Principal payments: secured debt (1) | $ | 5,554 | $ | 11,781 | $ | 157,563 | $ | 74,125 | $ | 249,023 | |||||||||||||||||||
Principal payments: unsecured debt (2) | — | 425,000 | 650,000 | 2,775,000 | 3,850,000 | ||||||||||||||||||||||||
Interest payments: fixed-rate debt (3) | 149,759 | 298,233 | 243,514 | 342,748 | 1,034,254 | ||||||||||||||||||||||||
Ground lease obligations (4) | 6,441 | 13,027 | 13,171 | 373,943 | 406,582 | ||||||||||||||||||||||||
Lease and other contractual commitments (5) | 67,315 | — | 3,465 | — | 70,780 | ||||||||||||||||||||||||
Development commitments (6) | 358,254 | 439,000 | — | — | 797,254 | ||||||||||||||||||||||||
| Total | $ | 587,323 | $ | 1,187,041 | $ | 1,067,713 | $ | 3,565,816 | $ | 6,407,893 | |||||||||||||||||||
_____________________
(1)Represents gross aggregate principal amount before the effect of deferred financing costs of approximately$0.7 millionas of December 31, 2021.
(2)Represents gross aggregate principal amount before the effect of the unamortized discount and deferred financing costs of approximately$7.4 million and $22.2 million as of December 31, 2021. As of December 31, 2021, there was no outstanding balance on our unsecured revolving credit facility.
(3)As of December 31, 2021, 100.0% 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)Reflects minimum lease payments through the contractual lease expiration date before the impact of extension options. See Note 18 “Commitments and Contingencies” to our consolidated financial statements included in this report for further information.
(5)Amounts represent cash commitments under signed leases and contracts for operating properties, excluding tenant-funded tenant improvements, and for other contractual commitments. The timing of these expenditures may fluctuate.
(6)Amounts represent commitments under signed leases for pre-leased development projects and contractual commitments for projects in the tenant improvement phase and under construction as of December 31, 2021. The timing of these expenditures may fluctuate based on the ultimate progress of construction. We may start additional construction in 2022 (see “—Development” for additional information).
Other Liquidity Uses
Development
As of December 31, 2021, we had two development projects under construction. These projects have a total estimated investment of approximately $1.0 billion of which we have incurred approximately $257.0 million, net of retention, and committed an additional $743.0 million as of December 31, 2021. In addition, as of December 31, 2021, we had three development projects in the tenant improvement phase. These projects have a total estimated investment of approximately $1.2 billion, of which we have incurred approximately $1.1 billion, net of retention, and committed an additional $158.0 million as of December 31, 2021 . We also had three stabilized development projects with a total estimated investment of $900.0 million, of which$100.0 million to $110.0 million remains to be spent in 2022. We had one redevelopment project under construction as of December 31, 2021, with total estimated incremental development costs of approximately $33.4 million, of which we have incurred approximately $21.1 million, net of retention, and committed an additional $12.3 millionas of December 31, 2021. In addition, as of December 31, 2021, we had two projects committed for redevelopment with total estimated incremental redevelopment costs of$36.8 million, of which we have incurred $4.6 million and committed an additional $32.2 million as of December 31, 2021. Including the commitment information in the table above we currently believe we may spend between $550 million to $650 million on development projects throughout 2022. The ultimate timing of these expenditures may fluctuate given construction progress and leasing status of the projects, or
87
as a result of events outside our control, such as delays or increased costs as a result of the COVID-19 pandemic. We expect that any material additional development activities will be funded with borrowings under the unsecured revolving credit facility, the public or private issuance of debt or equity securities, the disposition of assets under our capital recycling program, or strategic venture opportunities. We cannot provide assurance that development projects will be completed on the terms, for the amounts or on the timeliness currently contemplated, or at all.
Debt Maturities
We believe our conservative leverage, staggered debt maturities and recent unsecured line of credit facility amendment provide us with financial flexibility and enhance our ability to obtain additional sources of liquidity if necessary, and, therefore, we believe we are well-positioned to refinance or repay maturing debt and to pursue our strategy of seeking attractive acquisition opportunities, which we may finance, as necessary, with future public and private issuances of debt and equity securities. However, we can provide no assurance that we will have access to the public or private debt or equity markets in the future on favorable terms or at all. Our next debt maturity occurs in December 2024.
Potential Future Acquisitions
During the year ended December 31, 2021, we acquired one operating property, the land underlying a historical ground lease and two development properties in four transactions for a total cash purchase price of $1.16 billion. We did not acquire any operating properties during the year ended December 31, 2020. These transactions were funded through various capital raising activities and liquidity as discussed in “—Liquidity Sources”.
As discussed in the section “—Factors That May Influence Future Results of Operations - Acquisitions,”we continue to evaluate strategic opportunities and remain a disciplined buyer of development and redevelopment opportunities as well as value-add and strategic operating properties, dependent on market conditions and business cycles, among other factors. We focus on growth opportunities primarily in markets populated by knowledge and creative based tenants in a variety of industries, including technology, media, healthcare, life sciences, entertainment and professional services. We expect that any material acquisitions will be funded with borrowings under the unsecured revolving credit facility, the public or private issuance of debt or equity securities, the disposition of assets under our capital recycling program, the formation of strategic ventures or through the assumption of existing debt, although there can be no assurance in this regard.
Share Repurchases
As of December 31, 2021, 4,935,826 shares remained eligible for repurchase under a share repurchase program approved by the Company’s board of directors in 2016. Under this program, repurchases may be made in open market transactions at prevailing prices or through privately negotiated transactions. We may elect to repurchase shares of our common stock under this program in the future depending upon various factors, including market conditions, the trading price of our common stock and our other uses of capital. This program does not have a termination date, and repurchases may be discontinued at any time. We intend to fund repurchases, if any, primarily with the proceeds from property dispositions.
Potential Future Leasing Costs and Capital Improvements
The amounts we incur for tenant improvements and leasing costs depend on leasing activity in each period. Tenant improvements and leasing costs generally fluctuate in any given period depending on factors such as the type and condition of the property, the term of the lease, the type of the lease, the involvement of external leasing agents and overall market conditions. Capital expenditures may fluctuate in any given period subject to the nature, extent and timing of improvements required to maintain our properties. While the COVID-19 pandemic and restrictions intended to prevent its spread remain in effect, there may be a continued lower level of leasing activity when compared to levels prior to the COVID-19 pandemic, particularly if case rates surge again, as a result of the spread of new variants or otherwise.
88
For properties within our stabilized portfolio, excluding our development properties, we believe we could spend approximately $120 million to $130 million in capital improvements, tenant improvements and leasing costs in 2022, in addition to the lease and contractual commitments included in our contractual obligations table above. The amount we ultimately spend will depend on leasing activity during 2022.
The following table sets forth our historical actual capital expenditures, and tenant improvements and leasing costs for deals commenced, excluding tenant-funded tenant improvements, for renewed and re-tenanted space within our stabilized portfolio for each of the years ended December 31, 2021, 2020 and 2019 on a per square foot basis.
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
Office Properties:(1) | |||||||||||||||||
| Capital Expenditures: | |||||||||||||||||
| Capital expenditures per square foot | $ | 2.31 | $ | 2.31 | $ | 1.26 | |||||||||||
Tenant Improvement and Leasing Costs (2) | |||||||||||||||||
Replacement tenant square feet (3) | 638,597 | 375,345 | 1,228,973 | ||||||||||||||
| Tenant improvements per square foot commenced | $ | 64.17 | $ | 69.26 | $ | 47.79 | |||||||||||
| Leasing commissions per square foot commenced | $ | 19.31 | $ | 18.88 | $ | 18.89 | |||||||||||
| Total per square foot | $ | 83.48 | $ | 88.14 | $ | 66.68 | |||||||||||
| Renewal tenant square feet | 407,988 | 484,771 | 797,537 | ||||||||||||||
| Tenant improvements per square foot commenced | $ | 7.33 | $ | 17.35 | $ | 13.72 | |||||||||||
| Leasing commissions per square foot commenced | $ | 9.35 | $ | 10.10 | $ | 11.84 | |||||||||||
| Total per square foot | $ | 16.68 | $ | 27.45 | $ | 25.56 | |||||||||||
| Total per square foot per year | $ | 8.73 | $ | 9.52 | $ | 6.45 | |||||||||||
| Average remaining lease term (in years) | 6.6 | 5.7 | 7.8 | ||||||||||||||
_____________________
(1)Excludes development properties and includes 100% of consolidated property partnerships.
(2)Includes tenants with lease terms of 12 months or longer. Excludes leases for month-to-month and first generation tenants.
(3)Excludes leases for which the space was vacant for longer than one year, or vacant when the property was acquired by the Company.
Capital expenditures per square foot remained consistent in 2021 as compared to 2020. We currently anticipate capital expenditures for 2022 to be consistent with 2021 levels. Replacement tenant improvements and leasing commissions per square foot decreased in 2021 as compared to 2020 primarily due to large leases with long terms commenced in the San Francisco Bay Area and San Diego County regions in 2020. Renewal tenant improvements and leasing commissions per square foot decreased in 2021 as compared to 2020 primarily due to a large lease with a long term renewed in the San Francisco Bay Area in 2020. We currently anticipate tenant improvement and leasing commissions for 2022 to behigher than 2021 levels due to an expected increase in leasing activity as well as the leases executed in prior years; however, ultimate costs incurred will depend upon market conditions in each of our submarkets and actual leasing activity.
Distribution Requirements
For a discussion of our dividend and distribution requirements, see “Liquidity and Capital Resources of the Company —Distribution Requirements.”
89
Factors That May Influence Future Sources of Capital and Liquidity of the Company and the Operating Partnership
We continue to evaluate sources of financing for our business activities, including borrowings under the unsecured revolving credit facility, issuance of public and private equity securities, unsecured debt and fixed-rate secured mortgage financing, proceeds from the disposition of selective assets through our capital recycling program, and the formation of strategic ventures. However, our ability to obtain new financing or refinance existing borrowings on favorable terms could be impacted by various factors, including the state of the macro economy, the state of the credit and equity markets, significant tenant defaults, a decline in the demand for office properties, a decrease in market rental rates or market values of real estate assets in our submarkets, and the amount of our future borrowings.borrowings and the impact of the COVID-19 pandemic, and restrictions intended to prevents its spread, on capital and credit markets and our tenants (refer to “Part I, Item IA. Risk Factors” of this report for additional information). These events could result in the following:
•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.
In addition to the factors noted above, the Operating Partnership’s credit ratings are subject to ongoing evaluation by credit rating agencies and may be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. In the event that the Operating Partnership’s credit ratings are downgraded, we may incur higher borrowing costs and may experience difficulty in obtaining additional financing or refinancing existing indebtedness.
Debt Covenants
The unsecured revolving credit facility, unsecured term loan facility, unsecured term loan, unsecured senior notes and certain other secured debt arrangements contain covenants and restrictions requiring us to meet certain financial ratios and reporting requirements. Key existing financial covenants and their covenant levels include:
| Unsecured Credit | Covenant Level | Actual Performance as of December 31, | ||||||||||||
| Total debt to total asset value | less than 60% | |||||||||||||
| Fixed charge coverage ratio | greater than 1.5x | |||||||||||||
| Unsecured debt ratio | greater than 1.67x | |||||||||||||
| Unencumbered asset pool debt service coverage | greater than 1.75x | |||||||||||||
| Unsecured Senior Notes due | ||||||||||||||
| Total debt to total asset value | less than 60% | |||||||||||||
| Interest coverage | greater than 1.5x | |||||||||||||
| Secured debt to total asset value | less than 40% | |||||||||||||
| Unencumbered asset pool value to unsecured debt | greater than 150% | |||||||||||||
The Operating Partnership was in compliance with all of its debt covenants as of December 31, 2019.2021. Our current expectation is that the Operating Partnership will continue to meet the requirements of its debt covenants in both the short and long term. However, in the event of an economic slowdown or continued volatility in the credit markets, there is no certainty that the Operating Partnership will be able to continue to satisfy all the covenant requirements.
90
Consolidated Historical Cash Flow Summary
The following summary discussion of our consolidated historical cash flow is based on the consolidated statements of cash flows in Item 15. “Exhibits and Financial Statement Schedules” and is not meant to be an all-inclusive discussion of the changes in our cash flow for the periods presented below. Changes in our cash flow include changes in cash and cash equivalents and restricted cash. Our historical cash flow activity for the year ended December 31, 20192021 as compared to the year ended December 31, 20182020 is as follows:
| Year Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | Dollar Change | Percentage Change | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 516,403 | $ | 455,590 | $ | 60,813 | 13.3 | % | |||||||||||||||
| Net cash used in investing activities | (747,877) | (542,128) | (205,749) | 38.0 | % | ||||||||||||||||||
| Net cash (used in) provided by financing activities | (164,573) | 833,324 | (997,897) | (119.7) | % | ||||||||||||||||||
| Net (decrease) increase in cash and cash equivalents | $ | (396,047) | $ | 746,786 | $ | (1,142,833) | 153.0 | % | |||||||||||||||
| Year Ended December 31, | ||||||||||||||
| 2019 | 2018 | Dollar Change | Percentage Change | |||||||||||
| ($ in thousands) | ||||||||||||||
| Net cash provided by operating activities | $ | 386,521 | $ | 410,043 | $ | (23,522 | ) | (5.7 | )% | |||||
| Net cash used in investing activities | (1,228,279 | ) | (808,915 | ) | (419,364 | ) | 51.8 | % | ||||||
| Net cash provided by financing activities | 747,068 | 503,108 | 243,960 | 48.5 | % | |||||||||
| Net (decrease) increase in cash and cash equivalents | $ | (94,690 | ) | $ | 104,236 | $ | (198,926 | ) | 190.8 | % | ||||
Operating Activities
Our cash flows from operating activities depends on numerous factors including the occupancy level of our portfolio, the rental rates achieved on our leases, the collectability of rent and recoveries from our tenants, the level of operating expenses, the impact of property acquisitions, completed development projects and related financing activities, and other general and administrative costs. Our net cash provided by operating activities decreasedincreased by $23.5$60.8 million, or 5.7%13.3%, for the year ended December 31, 20192021 compared to the year ended December 31, 2018 2020primarily due to free rent and beneficial occupancy periods for several tenants during the year ended December 31, 2019 andas a decreaseresult of an increase in cash Net Operating Income generated from our Same Store Portfolio and stabilized development properties in our Development portfolio, net changes in other assets andoperating liabilities relatedrelating to the timing of expenditures.expenditures and a $17.0 million early lease termination fee that remains to be fully recognized through 2024. See additional information under the caption “—Results of Operations.”
Investing Activities
Our cash flows from investing activities is generally used to fund development and operating property acquisitions, expenditures for development and redevelopment projects, and recurring and nonrecurring capital expenditures for our operating properties, net of proceeds received from dispositions of real estate assets. Our net cash used in investing activities increased by $419.4$205.7 million, or 51.8%38.0%, for the year ended December 31, 20192021 compared to the year ended December 31, 2018,2020, primarily due to an increase of $356.2 millionacquisitions completed in 2021 and higher expenditures for development properties and a decrease of $239.9 million in netduring the year ended December 31, 2021, partially offset by proceeds received from dispositions partially offset by $209.1 million of lower expenditures for acquisitions of development and operating properties.during the year ended December 31, 2021.
Financing Activities
Our cash flows from financing activities is principally impacted by our capital raising activities, net of dividends and distributions paid to common and preferred security holders. OurDuring the year ended December 31, 2021, we had next cash used in financing activities of $164.6 million compared to net cash provided by financing activities increased by $244.0of $833.3 million or 48.5% for the year ended December 31, 2019 compared to2020 primarily as a result of the year ended December 31, 2018, primarily due tonet proceeds received from the settlementissuance of our August 2018 forward equity sale agreementscommon stock and proceeds from the issuance of unsecured debt generated during the year ended December 31, 2019.
91
Non-GAAP Supplemental Financial Measure: Funds From Operations
We calculate FFO in accordance with the 2018 Restated White Paper on FFO approved by the Board of Governors of NAREIT. The White Paper defines FFO as net income or loss calculated in accordance with GAAP, excluding extraordinary items, as defined by GAAP, gains and losses from sales of depreciable real estate and impairment write-downs associated with depreciable real estate, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets) and after adjustment for unconsolidated partnerships and joint ventures. Our calculation of FFO includes the amortization of deferred revenue related to tenant-funded tenant improvements and excludes the depreciation of the related tenant improvement assets. We also add back net income attributable to noncontrolling common units of the Operating Partnership because we report FFO attributable to common stockholders and common unitholders.
We believe that FFO is a useful supplemental measure of our operating performance. The exclusion from FFO of gains and losses from the sale of operating real estate assets allows investors and analysts to readily identify the operating results of the assets that form the core of our activity and assists in comparing those operating results between periods. Also, because FFO is generally recognized as the industry standard for reporting the operations of REITs, it facilitates comparisons of operating performance to other REITs. However, other REITs may use different methodologies to calculate FFO, and accordingly, our FFO may not be comparable to all other REITs.
Implicit in historical cost accounting for real estate assets in accordance with GAAP is the assumption that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies using historical cost accounting alone to be insufficient. Because FFO excludes depreciation and amortization of real estate assets, we believe that FFO along with the required GAAP presentations provides a more complete measurement of our performance relative to our competitors and a more appropriate basis on which to make decisions involving operating, financing and investing activities than the required GAAP presentations alone would provide.
However, FFO should not be viewed as an alternative measure of our operating performance because it does not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, which are significant economic costs and could materially impact our results from operations.
The following table presents our FFO for the years ended December 31, 2021, 2020, 2019, 2018 and 2017:
| Year ended December 31, | |||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2018 | 2017 | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 628,144 | $ | 187,105 | $ | 195,443 | $ | 258,415 | $ | 151,249 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||
| Net income attributable to noncontrolling common units of the Operating Partnership | 6,163 | 2,869 | 3,766 | 5,193 | 3,223 | ||||||||||||||||||||||||
| Net income attributable to noncontrolling interests in consolidated property partnerships | 24,603 | 17,319 | 16,020 | 14,318 | 12,780 | ||||||||||||||||||||||||
| Depreciation and amortization of real estate assets | 303,799 | 290,353 | 268,045 | 249,882 | 241,862 | ||||||||||||||||||||||||
| Gains on sales of depreciable real estate | (463,128) | (35,536) | (36,802) | (142,926) | (39,507) | ||||||||||||||||||||||||
| Funds From Operations attributable to noncontrolling interests in consolidated property partnerships | (37,267) | (28,754) | (27,994) | (24,391) | (22,820) | ||||||||||||||||||||||||
Funds From Operations (1) (2) | $ | 462,314 | $ | 433,356 | $ | 418,478 | $ | 360,491 | $ | 346,787 | |||||||||||||||||||
____________________
(1)Reported amounts are attributable to common stockholders, common unitholders and restricted stock unitholders.
(2)FFO available to common stockholders and unitholders includes amortization of deferred revenue related to tenant-funded tenant improvements of $16.5 million, $22.5 million, $19.2 million, $18.4 million and $16.8 million for the years ended December 31, 2021, 2020, 2019, 2018 and 2017, 2016 and 2015:
92
| Year ended December 31, | |||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| (in thousands) | |||||||||||||||||||
| Net income available to common stockholders | $ | 195,443 | $ | 258,415 | $ | 151,249 | $ | 280,538 | $ | 220,831 | |||||||||
| Adjustments: | |||||||||||||||||||
| Net income attributable to noncontrolling common units of the Operating Partnership | 3,766 | 5,193 | 3,223 | 6,635 | 4,339 | ||||||||||||||
| Net income attributable to noncontrolling interests in consolidated property partnerships | 16,020 | 14,318 | 12,780 | 3,375 | 184 | ||||||||||||||
| Depreciation and amortization of real estate assets | 268,045 | 249,882 | 241,862 | 213,156 | 201,480 | ||||||||||||||
| Gains on sales of depreciable real estate | (36,802 | ) | (142,926 | ) | (39,507 | ) | (164,302 | ) | (109,950 | ) | |||||||||
| Funds From Operations attributable to noncontrolling interests in consolidated property partnerships | (27,994 | ) | (24,391 | ) | (22,820 | ) | (5,660 | ) | (272 | ) | |||||||||
Funds From Operations (1) (2) | $ | 418,478 | $ | 360,491 | $ | 346,787 | $ | 333,742 | $ | 316,612 | |||||||||
The following table presents our weighted average shares of common stock and common units outstanding for the years ended December 31, 2021, 2020, 2019, 2018 2017, 2016 and 2015:2017:
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2018 | 2017 | |||||||||||||||||||||||||
| Weighted average shares of common stock outstanding | 116,429,130 | 113,241,341 | 103,200,568 | 99,972,359 | 98,113,561 | ||||||||||||||||||||||||
| Weighted average common units outstanding | 1,150,574 | 1,854,165 | 2,023,407 | 2,052,917 | 2,133,006 | ||||||||||||||||||||||||
| Effect of participating securities – nonvested shares and restricted stock units | 769,123 | 1,137,265 | 1,118,349 | 1,142,053 | 1,196,044 | ||||||||||||||||||||||||
| Total basic weighted average shares / units outstanding | 118,348,827 | 116,232,771 | 106,342,324 | 103,167,329 | 101,442,611 | ||||||||||||||||||||||||
| Effect of dilutive securities – shares issuable under executed forward equity sale agreements, stock options and contingently issuable shares | 519,513 | 478,281 | 648,600 | 510,006 | 613,770 | ||||||||||||||||||||||||
| Total diluted weighted average shares / units outstanding | 118,868,340 | 116,711,052 | 106,990,924 | 103,677,335 | 102,056,381 | ||||||||||||||||||||||||
| Year Ended December 31, | ||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||
| Weighted average shares of common stock outstanding | 103,200,568 | 99,972,359 | 98,113,561 | 92,342,483 | 89,854,096 | |||||||||
| Weighted average common units outstanding | 2,023,407 | 2,052,917 | 2,133,006 | 2,429,205 | 1,791,482 | |||||||||
| Effect of participating securities – nonvested shares and restricted stock units | 1,118,349 | 1,142,053 | 1,196,044 | 1,139,669 | 1,170,571 | |||||||||
| Total basic weighted average shares / units outstanding | 106,342,324 | 103,167,329 | 101,442,611 | 95,911,357 | 92,816,149 | |||||||||
| Effect of dilutive securities – shares issuable under executed forward equity sale agreements, stock options and contingently issuable shares | 648,600 | 510,006 | 613,770 | 680,551 | 541,679 | |||||||||
| Total diluted weighted average shares / units outstanding | 106,990,924 | 103,677,335 | 102,056,381 | 96,591,908 | 93,357,828 | |||||||||
Inflation
The majority of the Company’s leases require tenants to pay for recoveries and escalation charges based upon the tenant’s proportionate share of, and/or increases in, real estate taxes and certain operating costs, which reduce the Company’s exposure to increases in operating costs resulting from inflation.
New Accounting Pronouncements and Auditing Standards
For a discussion of new accounting pronouncements see Note 2 “Basis of Presentation and Significant Accounting Policies” to our consolidated financial statements included in this report.
93
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The primary market risk we face is interest rate risk. We seek to mitigate this risk by following established risk management policies and procedures. These policies include maintaining prudent amounts of debt, including a greater amount of fixed-rate debt as compared to variable-rate debt in our portfolio, and may include the periodic use of derivative instruments. As of December 31, 20192021 and 2018,2020, we did not have any interest-rate sensitive derivative assets or liabilities. Information about our changes in interest rate risk exposures from December 31, 20182020 to December 31, 20192021 is incorporated herein by reference from “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources of the Operating Partnership.”
Interest Rate Risk
As of December 31, 2019, 11.0%2021, 100.0% of our total outstanding debt of $3.6$4.1 billion (before the effects of debt discounts and deferred financing costs) was subject to variable interest rates. The remaining89.0% bore interest at fixed rates.rates since our only variable-rate debt instrument was our unsecured revolving credit facility which had no outstanding balance at December 31, 2021. All of our interest rate sensitive financial instruments are held for purposes other than trading purposes. In general, interest rate fluctuations applied to our variable-rate debt will impact our future earnings and cash flows. Conversely, interest rate fluctuations applied to our fixed-rate debt will generally not impact our future earnings and cash flows, unless such instruments mature or are otherwise terminated and need to be refinanced. However, interest rate fluctuations will impact the fair value of the fixed-rate debt instruments.
We generally determine the fair value of our secured debt, unsecured debt, and unsecured line ofrevolving credit facility by performing discounted cash flow analyses using an appropriate market discount rate. We calculate the market rate by obtaining period-end treasury rates for maturities that correspond to the maturities of our fixed-rate debt and then adding an appropriate credit spread based on information obtained from third-party financial institutions. These credit spreads take into account factors, including but not limited to, our credit profile, the tenure of the debt, amortization period, whether the debt is secured or unsecured, and the loan-to-value ratio of the debt to the collateral, amongst other factors. These calculations are significantly affected by the assumptions used, including the discount rate, credit spreads and estimates of future cash flow. We calculate the market rate of our unsecured revolving credit facility and unsecured term loan facility by obtaining the period-end London Interbank Offered Rate (“LIBOR”) and then adding an appropriate credit spread based on our credit ratings, and the amended terms of our unsecured revolving credit facility and unsecured term loan facility agreement. We determine the fair value of each of our publicly traded unsecured senior notes based on their quoted trading price at the end of the reporting period, if such prices are available. See Note 19 “Fair Value Measurements and Disclosures” and Note 2 “Basis of Presentation and Significant Accounting Policies” in the consolidated financial statements included in this report for additional information on the fair value of our financial assets and liabilities as of December 31, 2019 and December 31, 2018.
The total carrying value of our fixed-rate debt was approximately $3.2 billion and $2.7 billion as of December 31, 2019 and 2018, respectively. The total estimated fair value of our fixed-rate debt was approximately $3.4 billionand $2.7 billion as of December 31, 2019 and 2018, respectively. For sensitivity purposes, a 100 basis point increase in the discount rate equates to a decrease in the total fair value of our fixed-rate debt of approximately $203.3 million, or 6.0%, as of December 31, 2019. Comparatively, a 100 basis point increase in the discount rate equates to a decrease in the total fair value of our fixed-rate debt of approximately $165.3 million, or 6.1%, as of December 31, 2018.
We determine the fair value of each of our publicly traded unsecured senior notes based on their quoted trading price at the end of the reporting period, if such prices are available. See Note 19 “Fair Value Measurements and Disclosures” and Note 2 “Basis of Presentation and Significant Accounting Policies” in the consolidated financial statements included in this report for additional information on the fair value of our financial assets and liabilities as of December 31, 2021 and December 31, 2020.
At December 31, 2021, there was no outstanding balance on our $1.1 billion unsecured revolving credit facility; however, it was available for borrowing at the following variable rate: LIBOR plus a spread of 0.90% (weighted average interest rate of1.00%). As of December 31, 2020, there was no outstanding balance on our variable-rateunsecured revolving credit facility; however, it was available for borrowing at the following variable rate: LIBOR plus a spread of 1.00% (weighted average interest rate of 1.14%).
The total carrying value of our fixed-rate debt is indexedwas approximately $4.1 billion and $3.9 billion as of December 31, 2021 and 2020, respectively. The total estimated fair value of our fixed-rate debt was approximately $4.4 billion
94
as of December 31, 2021 and 2020, respectively. For sensitivity purposes, a 100 basis point increase in the discount rate equates to LIBOR, we are monitoring this activity and evaluatinga decrease in the related risks.total fair value of our fixed-rate debt of approximately $262.7 million, or 6.0%, as of December 31, 2021. Comparatively, a 100 basis point increase in the discount rate equates to a decrease in the total fair value of our fixed-rate debt of approximately $264.2 million, or 6.0%, as of December 31, 2020.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the index included at Item 15. “Exhibits and Financial Statement Schedules.”
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
95
ITEM 9A. CONTROLS AND PROCEDURES
Kilroy Realty Corporation
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2019,2021, the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded, as of that time, the disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes that occurred during the fourth quarter of the most recent year covered by this report in the Company’s internal control over financial reporting identified in connection with the evaluation referenced above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is supported by written policies and procedures and by an appropriate segregation of responsibilities and duties. The Company has used the criteria set forth in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess our internal control over financial reporting. Based upon this assessment, management concluded that internal control over financial reporting operated effectively as of December 31, 2019.2021.
Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the Company’s financial statements and has issued a report on the effectiveness of the Company’s internal control over financial reporting.
96
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Kilroy Realty Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Kilroy Realty Corporation and subsidiaries (the “Company”) as of December 31, 2019,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019,2021, of the Company and our report dated February 13, 2020,10, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
February 13, 202010, 2022
97
Kilroy Realty, L.P.
The Operating Partnership maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Operating Partnership’s reports under the Exchange Act, is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer of its general partner, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of its general partner, of the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2019,2021, the end of the period covered by this report. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of its general partner concluded, as of that time, the disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes that occurred during the fourth quarter of the most recent year covered by this report in the Operating Partnership’s internal control over financial reporting identified in connection with the evaluation referenced above that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership’s general partner and effected by the board of directors, management, and other personnel of its general partner to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is supported by written policies and procedures and by an appropriate segregation of responsibilities and duties. The Operating Partnership has used the criteria set forth in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess our internal control over financial reporting. Based upon this assessment, management concluded that internal control over financial reporting operated effectively as of December 31, 2019.2021.
Deloitte & Touche LLP, the Operating Partnership’s independent registered public accounting firm, has audited the Operating Partnership’s financial statements and has issued a report on the effectiveness of the Operating Partnership’s internal control over financial reporting.
98
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
Kilroy Realty, L.P.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Kilroy Realty, L.P. and subsidiaries (the “Operating Partnership”) as of December 31, 2019,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019,2021, of the Operating Partnership and our report dated February 13, 2020,10, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
February 13, 2020
99
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May 2020.2022.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May 2020.2022.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May 2020.2022.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May 2020.2022.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May 2020.2022.
100
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) and (2) Financial Statements and Schedules
The following consolidated financial information is included as a separate section of this annual report on Form 10-K:
All other schedules are omitted because the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto.
(3) Exhibits
Exhibit Number | Description | |||||||
| 3.(i)1 | ||||||||
| 3.(i)2 | ||||||||
| 3.(i)3 | ||||||||
| 3.(i)4 | ||||||||
| 3.(i)5 | ||||||||
101
| 3.(ii)1 | ||||||||
| 3.(ii)2 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.9 | ||||||||
102
| 4.11 | ||||||||
| 4.12 | The Company is party to agreements in connection with long-term debt obligations, none of which individually exceeds ten percent of the total assets of the Company on a consolidated basis. Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Company agrees to furnish copies of these agreements to the Commission upon request | |||||||
| 10.1 | ||||||||
| 10.2† | ||||||||
| 10.3 | ||||||||
| 10.4† | ||||||||
| 10.5† | ||||||||
| 10.6† | ||||||||
| 10.7† | ||||||||
| 10.8† | ||||||||
| 10.9† | ||||||||
| 10.10† | ||||||||
| 10.11† | ||||||||
| 10.12† | ||||||||
| 10.13† | ||||||||
| 10.14† | ||||||||
| 10.15† | ||||||||
| 10.16† | ||||||||
103
Amended and Restated Employment Agreement and Non-Competition Agreement by and between Kilroy Realty Corporation, Kilroy Realty, L.P. and Heidi R. Roth effective as of January 28, 2016 (previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as an exhibit on Form 10-Q for the quarter ended March 31, 2021) | ||||||||
| 10.19† | ||||||||
| 10.31 | ||||||||
104
| 10.41 | ||||||||
| 10.42 | ||||||||
| 10.43 | ||||||||
| 21.1* | ||||||||
| 21.2* | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 31.3* | ||||||||
| 31.4* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 32.3* | ||||||||
| 32.4* | ||||||||
The following Kilroy Realty Corporation and Kilroy Realty, L.P. financial information for the year ended December 31, | ||||||||
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101.1) | |||||||
| * | Filed herewith | ||||
| † | Management contract or compensatory plan or arrangement. | ||||
| (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. | ||||
105
ITEM 16. FORM 10-K SUMMARY
None.
106
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Kilroy Realty Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 13, 2020.10, 2022.
| KILROY REALTY CORPORATION | |||||||||||
| By | /s/ Merryl E. Werber | ||||||||||
Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller | |||||||||||
107
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned directors and officers of Kilroy Realty Corporation, do hereby severally constitute and appoint John Kilroy, Jeffrey C. Hawken, Tyler H. Rose, Michelle Ngo and Merryl E. Werber, and each of them, as our true and lawful attorneys-in-fact and agents, each with full powers of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable Kilroy Realty Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically, but without limitation, the power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments hereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents or their substitutes, or any one of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | |||||||||
| /s/ John Kilroy | Chairman of the Board, | February | |||||||||
| John Kilroy | |||||||||||
| /s/ | February | ||||||||||
| /s/ Merryl E. Werber | Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | February | |||||||||
| Merryl E. Werber | |||||||||||
| /s/ Edward F. Brennan, PhD | Director | February | |||||||||
| Edward F. Brennan, PhD | |||||||||||
| /s/ Jolie Hunt | Director | February | |||||||||
| Jolie Hunt | |||||||||||
| /s/ Scott S. Ingraham | Director | February | |||||||||
| Scott S. Ingraham | |||||||||||
| /s/ Louisa G. Ritter | Director | February 9, 2022 | |||||||||
| Louisa G. Ritter | |||||||||||
| /s/ Gary R. Stevenson | Director | February | |||||||||
| Gary R. Stevenson | |||||||||||
| /s/ Peter B. Stoneberg | Director | February | |||||||||
| Peter B. Stoneberg | |||||||||||
108
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Kilroy Realty, L.P. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 13, 2020.10, 2022.
| KILROY REALTY, L.P. | |||||||||||
| By | /s/ Merryl E. Werber | ||||||||||
Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller | |||||||||||
109
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned directors and officers of Kilroy Realty Corporation, as sole general partner and on behalf of Kilroy Realty, L.P., do hereby severally constitute and appoint John Kilroy, Jeffrey C. Hawken, Tyler H. Rose, Michelle Ngo and Merryl E. Werber, and each of them, as our true and lawful attorneys-in-fact and agents, each with full powers of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable Kilroy Realty Corporation, as sole general partner and on behalf of Kilroy Realty, L.P., to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically, but without limitation, the power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments hereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents or their substitutes, or any one of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | |||||||||
| /s/ John Kilroy | Chairman of the Board, | February | |||||||||
| John Kilroy | |||||||||||
| /s/ | February | ||||||||||
| /s/ Merryl E. Werber | Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | February | |||||||||
| Merryl E. Werber | |||||||||||
| /s/ Edward F. Brennan, PhD | Director | February | |||||||||
| Edward F. Brennan, PhD | |||||||||||
| /s/ Jolie Hunt | Director | February | |||||||||
| Jolie Hunt | |||||||||||
| /s/ Scott S. Ingraham | Director | February | |||||||||
| Scott S. Ingraham | |||||||||||
| /s/ Louisa G. Ritter | Director | February 9, 2022 | |||||||||
| Louisa G. Ritter | |||||||||||
| /s/ Gary R. Stevenson | Director | February | |||||||||
| Gary R. Stevenson | |||||||||||
| /s/ Peter B. Stoneberg | Director | February | |||||||||
| Peter B. Stoneberg | |||||||||||
110
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 20192021 AND 20182020
AND FOR THE THREE YEARS ENDED DECEMBER 31, 20192021
TABLE OF CONTENTS
| Page | |||||
| FINANCIAL STATEMENTS OF KILROY REALTY CORPORATION: | |||||
Consolidated Statements of Equity for the Years ended December 31, | |||||
| FINANCIAL STATEMENTS OF KILROY REALTY, L.P.: | |||||
F - 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Kilroy Realty Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Kilroy Realty Corporation and subsidiaries (the “Company”) as of December 31, 20192021 and 2018,2020, the related consolidated statements of operations, equity, and cash flows, for each of the three years in the period ended December 31, 2019,2021, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192021 and 2018,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 202010, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Rental income, deferred revenue and acquisition-related intangible liabilities - Timing of Development Property Revenue Recognition andrelated to tenant funded improvements — Ownership of Tenant Improvements -tenant improvements and timing of development property revenue recognition — Refer to Notes 2 and 10 to the financial statements
Critical Audit Matter Description
The timing of when the Company evaluates tenant improvementscommences rental revenue recognition depends largely on a lease-by-lease basis to determinethe Company’s determination of who is the owner of such assetsthe tenant improvements of the leased space for accounting purposes. When management concludes that the Company is the owner of the tenant improvements, the Company records the cost to construct the tenant improvements as capital assets, and commences rental revenue recognition when the tenant takes possession of or controls the finished space, which is typicallygenerally when the improvements being recorded as the Company’s asset are substantially complete. When management concludes that the Company is not the owner and the tenant is the owner of certain tenant improvements for accounting purposes, the Company records their contribution towards those tenant-owned improvements as a lease incentive, which is amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease, and rentallease. Rental revenue recognition begins when
F - 2
or controls the physical use of the leased space. Control is typically transferred when the Company has completed all of its obligations under the lease agreement in order for the leased space to be used by the tenant as intended.tenant. The Company’s determination of whether its obligations have been met and control has been transferred to the tenant can be complex for large development properties.
Given the nature of construction work on large development properties, auditing management’s judgments regarding the determination of the owner of the tenant improvements, when control of the leased space transfers to the tenant and when to begin rental revenue recognition involves especially subjective judgment. Performing audit procedures to evaluate the reasonableness of management’s conclusion on ownership of the tenant improvements, specifically related to whether the tenant improvements are unique to the tenant or reusable by other tenants, as well as the appropriate date for when control of the leased space transfers to the tenant required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to determining the ownership of tenant improvements and when control of the leased space transfers to the tenant for development properties, thus the timing of the commencement of rental revenue recognition, included the following, among others:
•We tested the effectiveness of controls over revenue recognition, including those over the ownership of tenant improvements and the determination of when the tenant took possession of or controlled the leased space.
•We evaluated the reasonableness of management’s conclusions regarding the Company’s ownership of tenant improvements by:
–Evaluating the Company’s and the tenant’s respective obligations as governed by the lease agreements for selected leases against criteria for establishing ownership.
–Testing documentation supporting the nature of tenant improvements.
–Performing on-site inspections of selected development properties, as needed, to evaluate the nature of tenant improvements, particularly the uniqueness of the improvements.
•We evaluated the reasonableness of management’s conclusions regarding the possession of or control of the completed leased space and corresponding commencement of rental revenue recognition for development properties by:
–Testing documentation from construction contractors, architects, and city building inspection sign offs on temporary certificates of occupancy.
–Performing on-site inspections of selected development properties near the planned rental revenue recognition commencement date, as needed, to observe the status of the site and tenant improvements to evaluate whether control of the leased space had been or was ready to be transferred to the tenant.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
February 13, 2020
We have served as the Company’s auditor since 1995.
F - 3
KILROY REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| December 31, 2021 | December 31, 2020 | ||||||||||
| ASSETS | |||||||||||
| REAL ESTATE ASSETS (Notes 2, 3 and 4): | |||||||||||
| Land and improvements | $ | 1,731,982 | $ | 1,628,848 | |||||||
| Buildings and improvements | 7,543,585 | 6,783,092 | |||||||||
| Undeveloped land and construction in progress | 2,017,126 | 1,778,106 | |||||||||
| Total real estate assets held for investment | 11,292,693 | 10,190,046 | |||||||||
| Accumulated depreciation and amortization | (2,003,656) | (1,798,646) | |||||||||
| Total real estate assets held for investment, net | 9,289,037 | 8,391,400 | |||||||||
| CASH AND CASH EQUIVALENTS (Note 22) | 414,077 | 731,991 | |||||||||
| RESTRICTED CASH (Notes 4 and 22) | 13,006 | 91,139 | |||||||||
| MARKETABLE SECURITIES (Notes 16 and 19) | 27,475 | 27,481 | |||||||||
| CURRENT RECEIVABLES, NET (Notes 2 and 6) | 14,386 | 12,007 | |||||||||
| DEFERRED RENT RECEIVABLES, NET (Notes 2 and 6) | 405,665 | 386,658 | |||||||||
| DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET (Notes 2, 3 and 5) | 234,458 | 210,949 | |||||||||
| RIGHT OF USE GROUND LEASE ASSETS (Note 18) | 127,302 | 95,523 | |||||||||
| PREPAID EXPENSES AND OTHER ASSETS, NET (Note 7) | 57,991 | 53,560 | |||||||||
| TOTAL ASSETS | $ | 10,583,397 | $ | 10,000,708 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| LIABILITIES: | |||||||||||
| Secured debt, net (Notes 8, 9 and 19) | $ | 248,367 | $ | 253,582 | |||||||
| Unsecured debt, net (Notes 8, 9 and 19) | 3,820,383 | 3,670,099 | |||||||||
| Accounts payable, accrued expenses and other liabilities (Note 18) | 391,264 | 445,100 | |||||||||
| Ground lease liabilities (Note 18) | 125,550 | 97,778 | |||||||||
| Accrued dividends and distributions (Notes 13 and 25) | 61,850 | 59,431 | |||||||||
| Deferred revenue and acquisition-related intangible liabilities, net (Notes 2, 3, 5 and 10) | 171,151 | 128,523 | |||||||||
| Rents received in advance and tenant security deposits | 74,962 | 68,874 | |||||||||
| Total liabilities | 4,893,527 | 4,723,387 | |||||||||
| COMMITMENTS AND CONTINGENCIES (Note 18) | 0 | 0 | |||||||||
| EQUITY: | |||||||||||
| Stockholders’ Equity (Note 13): | |||||||||||
| Common stock, $.01 par value, 280,000,000 shares authorized, 116,464,169 and 116,035,827 shares issued and outstanding, respectively | 1,165 | 1,160 | |||||||||
| Additional paid-in capital | 5,155,232 | 5,131,916 | |||||||||
| Retained earnings (distributions in excess of earnings) | 283,663 | (103,133) | |||||||||
| Total stockholders’ equity | 5,440,060 | 5,029,943 | |||||||||
| Noncontrolling Interests (Notes 2 and 11): | |||||||||||
| Common units of the Operating Partnership | 53,746 | 49,875 | |||||||||
| Noncontrolling interests in consolidated property partnerships | 196,064 | 197,503 | |||||||||
| Total noncontrolling interests | 249,810 | 247,378 | |||||||||
| Total equity | 5,689,870 | 5,277,321 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 10,583,397 | $ | 10,000,708 | |||||||
| December 31, 2019 | December 31, 2018 | ||||||
| ASSETS | |||||||
| REAL ESTATE ASSETS (Notes 2, 3 and 4): | |||||||
| Land and improvements | $ | 1,466,166 | $ | 1,160,138 | |||
| Buildings and improvements | 5,866,477 | 5,207,984 | |||||
| Undeveloped land and construction in progress | 2,296,130 | 2,058,510 | |||||
| Total real estate assets held for investment | 9,628,773 | 8,426,632 | |||||
| Accumulated depreciation and amortization | (1,561,361 | ) | (1,391,368 | ) | |||
| Total real estate assets held for investment, net | 8,067,412 | 7,035,264 | |||||
| CASH AND CASH EQUIVALENTS (Note 23) | 60,044 | 51,604 | |||||
| RESTRICTED CASH (Notes 3, 4 and 23) | 16,300 | 119,430 | |||||
| MARKETABLE SECURITIES (Notes 16 and 19) | 27,098 | 21,779 | |||||
| CURRENT RECEIVABLES, NET (Notes 2, 6 and 20) | 26,489 | 20,176 | |||||
| DEFERRED RENT RECEIVABLES, NET (Notes 2, 6 and 20) | 337,937 | 267,007 | |||||
| DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET (Notes 2, 3 and 5) | 212,805 | 197,574 | |||||
| RIGHT OF USE GROUND LEASE ASSETS (Notes 2 and 18) | 96,348 | — | |||||
| PREPAID EXPENSES AND OTHER ASSETS, NET (Note 7) | 55,661 | 52,873 | |||||
| TOTAL ASSETS | $ | 8,900,094 | $ | 7,765,707 | |||
| LIABILITIES AND EQUITY | |||||||
| LIABILITIES: | |||||||
| Secured debt, net (Notes 8, 9 and 19) | $ | 258,593 | $ | 335,531 | |||
| Unsecured debt, net (Notes 8, 9 and 19) | 3,049,185 | 2,552,070 | |||||
| Unsecured line of credit (Notes 8, 9 and 19) | 245,000 | 45,000 | |||||
| Accounts payable, accrued expenses and other liabilities (Note 18) | 418,848 | 374,415 | |||||
| Ground lease liabilities (Notes 2 and 18) | 98,400 | — | |||||
| Accrued dividends and distributions (Notes 13 and 28) | 53,219 | 47,559 | |||||
| Deferred revenue and acquisition-related intangible liabilities, net (Notes 3, 5 and 10) | 139,488 | 149,646 | |||||
| Rents received in advance and tenant security deposits | 66,503 | 60,225 | |||||
| Total liabilities | 4,329,236 | 3,564,446 | |||||
| COMMITMENTS AND CONTINGENCIES (Note 18) | |||||||
| EQUITY: | |||||||
| Stockholders’ Equity (Note 13): | |||||||
Common stock, $.01 par value, 150,000,000 shares authorized, 106,016,287 and 100,746,988 shares issued and outstanding, respectively | 1,060 | 1,007 | |||||
| Additional paid-in capital | 4,350,917 | 3,976,953 | |||||
| Distributions in excess of earnings | (58,467 | ) | (48,053 | ) | |||
| Total stockholders’ equity | 4,293,510 | 3,929,907 | |||||
| Noncontrolling Interests (Notes 2 and 11): | |||||||
| Common units of the Operating Partnership | 81,917 | 78,991 | |||||
| Noncontrolling interests in consolidated property partnerships | 195,431 | 192,363 | |||||
| Total noncontrolling interests | 277,348 | 271,354 | |||||
| Total equity | 4,570,858 | 4,201,261 | |||||
| TOTAL LIABILITIES AND EQUITY | $ | 8,900,094 | $ | 7,765,707 | |||
See accompanying notes to consolidated financial statements.
F - 4
KILROY REALTY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| REVENUES (Note 2): | |||||||||||||||||
| Rental income (Note 17) | $ | 948,994 | $ | 892,306 | $ | 826,472 | |||||||||||
| Other property income | 6,046 | 6,091 | 10,982 | ||||||||||||||
| Total revenues | 955,040 | 898,397 | 837,454 | ||||||||||||||
| EXPENSES: | |||||||||||||||||
| Property expenses | 165,702 | 155,118 | 160,037 | ||||||||||||||
| Real estate taxes | 93,209 | 92,218 | 78,097 | ||||||||||||||
| Ground leases (Note 18) | 7,421 | 8,891 | 8,113 | ||||||||||||||
| General and administrative expenses (Notes 15 and 19) | 92,749 | 99,264 | 88,139 | ||||||||||||||
| Leasing costs | 3,249 | 4,493 | 7,615 | ||||||||||||||
| Depreciation and amortization (Notes 2 and 5) | 310,043 | 299,308 | 273,130 | ||||||||||||||
| Total expenses | 672,373 | 659,292 | 615,131 | ||||||||||||||
| OTHER INCOME (EXPENSES) : | |||||||||||||||||
| Interest income and other net investment gain (Note 19) | 3,916 | 3,424 | 4,641 | ||||||||||||||
| Interest expense (Note 9) | (78,555) | (70,772) | (48,537) | ||||||||||||||
| Gains on sales of depreciable operating properties (Note 4) | 463,128 | 35,536 | 36,802 | ||||||||||||||
| Loss on early extinguishment of debt (Note 9) | (12,246) | — | — | ||||||||||||||
| Total other income (expenses) | 376,243 | (31,812) | (7,094) | ||||||||||||||
| NET INCOME | 658,910 | 207,293 | 215,229 | ||||||||||||||
| Net income attributable to noncontrolling common units of the Operating Partnership (Notes 2 and 11) | (6,163) | (2,869) | (3,766) | ||||||||||||||
| Net income attributable to noncontrolling interests in consolidated property partnerships (Notes 2 and 11) | (24,603) | (17,319) | (16,020) | ||||||||||||||
| Total income attributable to noncontrolling interests | (30,766) | (20,188) | (19,786) | ||||||||||||||
| NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | $ | 628,144 | $ | 187,105 | $ | 195,443 | |||||||||||
| Net income available to common stockholders per share – basic (Note 20) | $ | 5.38 | $ | 1.63 | $ | 1.87 | |||||||||||
| Net income available to common stockholders per share – diluted (Note 20) | $ | 5.36 | $ | 1.63 | $ | 1.86 | |||||||||||
| Weighted average shares of common stock outstanding – basic (Note 20) | 116,429,130 | 113,241,341 | 103,200,568 | ||||||||||||||
| Weighted average shares of common stock outstanding – diluted (Note 20) | 116,948,643 | 113,719,622 | 103,849,168 | ||||||||||||||
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| REVENUES (Note 2): | |||||||||||
| Rental income | $ | 826,472 | $ | 656,631 | $ | 633,896 | |||||
| Tenant reimbursements | — | 80,982 | 76,559 | ||||||||
| Other property income | 10,982 | 9,685 | 8,546 | ||||||||
| Total revenues | 837,454 | 747,298 | 719,001 | ||||||||
| EXPENSES: | |||||||||||
| Property expenses (Note 2) | 160,037 | 133,787 | 129,971 | ||||||||
| Real estate taxes (Note 2) | 78,097 | 70,820 | 66,449 | ||||||||
| Provision for bad debts (Notes 2 and 20) | — | 5,685 | 3,269 | ||||||||
| Ground leases (Notes 2, 5 and 18) | 8,113 | 6,176 | 6,337 | ||||||||
| General and administrative expenses (Note 15) | 88,139 | 90,471 | 60,581 | ||||||||
| Leasing costs (Notes 2 and 5) | 7,615 | — | — | ||||||||
| Depreciation and amortization (Notes 2 and 5) | 273,130 | 254,281 | 245,886 | ||||||||
| Total expenses | 615,131 | 561,220 | 512,493 | ||||||||
| OTHER (EXPENSES) INCOME: | |||||||||||
| Interest income and other net investment gain (loss) (Note 19) | 4,641 | (559 | ) | 5,503 | |||||||
| Interest expense (Note 9) | (48,537 | ) | (49,721 | ) | (66,040 | ) | |||||
| Loss on early extinguishment of debt (Note 9) | — | (12,623 | ) | (5,312 | ) | ||||||
| Net gain on sales of land (Note 4) | — | 11,825 | 449 | ||||||||
| Gains on sales of depreciable operating properties (Note 4) | 36,802 | 142,926 | 39,507 | ||||||||
| Total other (expenses) income | (7,094 | ) | 91,848 | (25,893 | ) | ||||||
| NET INCOME | 215,229 | 277,926 | 180,615 | ||||||||
| Net income attributable to noncontrolling common units of the Operating Partnership (Notes 2 and 11) | (3,766 | ) | (5,193 | ) | (3,223 | ) | |||||
| Net income attributable to noncontrolling interests in consolidated property partnerships (Notes 2 and 11) | (16,020 | ) | (14,318 | ) | (12,780 | ) | |||||
| Total income attributable to noncontrolling interests | (19,786 | ) | (19,511 | ) | (16,003 | ) | |||||
| NET INCOME ATTRIBUTABLE TO KILROY REALTY CORPORATION | 195,443 | 258,415 | 164,612 | ||||||||
| Preferred dividends (Note 13) | — | — | (5,774 | ) | |||||||
| Original issuance costs of redeemed preferred stock and preferred units (Note 13) | — | — | (7,589 | ) | |||||||
| Total preferred dividends | — | — | (13,363 | ) | |||||||
| NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | $ | 195,443 | $ | 258,415 | $ | 151,249 | |||||
| Net income available to common stockholders per share – basic (Note 21) | $ | 1.87 | $ | 2.56 | $ | 1.52 | |||||
| Net income available to common stockholders per share – diluted (Note 21) | $ | 1.86 | $ | 2.55 | $ | 1.51 | |||||
| Weighted average shares of common stock outstanding – basic (Note 21) | 103,200,568 | 99,972,359 | 98,113,561 | ||||||||
| Weighted average shares of common stock outstanding – diluted (Note 21) | 103,849,168 | 100,482,365 | 98,727,331 | ||||||||
See accompanying notes to consolidated financial statements.
F - 5
KILROY REALTY CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except share and per share/unit data)
| Common Stock | Total Stock- holders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Common Stock | Additional Paid-in Capital | Retained Earnings (Distributions in Excess of Earnings) | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2018 | 100,746,988 | $ | 1,007 | $ | 3,976,953 | $ | (48,053) | $ | 3,929,907 | $ | 271,354 | $ | 4,201,261 | ||||||||||||||||||||||||||||||||||
| Net income | 195,443 | 195,443 | 19,786 | 215,229 | |||||||||||||||||||||||||||||||||||||||||||
| Opening adjustment to Distributions in Excess of Earnings upon adoption of ASC 842 | (3,146) | (3,146) | (3,146) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | 5,000,000 | 50 | 353,672 | 353,722 | 353,722 | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of share-based compensation awards | 4,664 | 4,664 | 4,664 | ||||||||||||||||||||||||||||||||||||||||||||
| Non-cash amortization of share-based compensation | 32,813 | 32,813 | 32,813 | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 16,500 | — | 703 | 703 | 703 | ||||||||||||||||||||||||||||||||||||||||||
| Settlement of restricted stock units for shares of common stock | 463,276 | 5 | (5) | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase and cancellation of common stock and restricted stock units | (212,477) | (2) | (14,859) | (14,861) | (14,861) | ||||||||||||||||||||||||||||||||||||||||||
| Exchange of common units of the Operating Partnership | 2,000 | — | 78 | 78 | (78) | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | — | (12,952) | (12,952) | ||||||||||||||||||||||||||||||||||||||||||||
| Adjustment for noncontrolling interest in the Operating Partnership | (3,102) | (3,102) | 3,102 | — | |||||||||||||||||||||||||||||||||||||||||||
| Dividends declared per share of common stock and common unit $1.91 per share/unit) | (202,711) | (202,711) | (3,864) | (206,575) | |||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2019 | 106,016,287 | 1,060 | 4,350,917 | (58,467) | 4,293,510 | 277,348 | 4,570,858 | ||||||||||||||||||||||||||||||||||||||||
| Net income | 187,105 | 187,105 | 20,188 | 207,293 | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | 8,897,110 | 89 | 721,576 | 721,665 | 721,665 | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of share-based compensation awards | 4,441 | 4,441 | 4,441 | ||||||||||||||||||||||||||||||||||||||||||||
| Non-cash amortization of share-based compensation | 37,624 | 37,624 | 37,624 | ||||||||||||||||||||||||||||||||||||||||||||
| Settlement of restricted stock units for shares of common stock | 441,416 | 4 | (4) | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock and restricted stock units | (191,699) | (2) | (14,080) | (14,082) | (14,082) | ||||||||||||||||||||||||||||||||||||||||||
| Exchange of common units of the Operating Partnership | 872,713 | 9 | 37,631 | 37,640 | (37,640) | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | — | (15,247) | (15,247) | ||||||||||||||||||||||||||||||||||||||||||||
| Adjustment for noncontrolling interest in the Operating Partnership | (6,189) | (6,189) | 6,189 | — | |||||||||||||||||||||||||||||||||||||||||||
| Dividends declared per share of common stock and common unit ($1.97 per share/unit) | (231,771) | (231,771) | (3,460) | (235,231) | |||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2020 | 116,035,827 | 1,160 | 5,131,916 | (103,133) | 5,029,943 | 247,378 | 5,277,321 | ||||||||||||||||||||||||||||||||||||||||
| Net income | 628,144 | 628,144 | 30,766 | 658,910 | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of share-based compensation awards (Note 15) | 3,921 | 3,921 | 3,921 | ||||||||||||||||||||||||||||||||||||||||||||
| Non-cash amortization of share-based compensation (Note 15) | 40,960 | 40,960 | 40,960 | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 9,000 | — | 383 | 383 | 383 | ||||||||||||||||||||||||||||||||||||||||||
| Settlement of restricted stock units for shares of common stock (Note 15) | 785,805 | 8 | (8) | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock and restricted stock units (Note 15) | (366,463) | (3) | (21,885) | (21,888) | (21,888) | ||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests in consolidated property partnerships | — | 1,559 | 1,559 | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | — | (27,601) | (27,601) | ||||||||||||||||||||||||||||||||||||||||||||
| Adjustment for noncontrolling interest in the Operating Partnership | (55) | (55) | 55 | — | |||||||||||||||||||||||||||||||||||||||||||
| Dividends declared per share of common stock and common unit ($2.04 per share/unit) (Notes 13 and 25) | (241,348) | (241,348) | (2,347) | (243,695) | |||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2021 | 116,464,169 | $ | 1,165 | $ | 5,155,232 | $ | 283,663 | $ | 5,440,060 | $ | 249,810 | $ | 5,689,870 | ||||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Total Stock- holders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||
Number of Shares | Common Stock | Additional Paid-in Capital | Distributions in Excess of Earnings | |||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2016 | $ | 192,411 | 93,219,439 | $ | 932 | $ | 3,457,649 | $ | (107,997 | ) | $ | 3,542,995 | $ | 216,322 | $ | 3,759,317 | ||||||||||||||
| Net income | 164,612 | 164,612 | 16,003 | 180,615 | ||||||||||||||||||||||||||
| Redemption of Series G & H Preferred stock | (192,411 | ) | (7,589 | ) | (200,000 | ) | (200,000 | ) | ||||||||||||||||||||||
| Issuance of common stock | 4,662,577 | 46 | 326,012 | 326,058 | 326,058 | |||||||||||||||||||||||||
| Issuance of share-based compensation awards | 5,890 | 5,890 | 5,890 | |||||||||||||||||||||||||||
| Non-cash amortization of share-based compensation | 26,319 | 26,319 | 26,319 | |||||||||||||||||||||||||||
| Exercise of stock options | 285,000 | 4 | 12,175 | 12,179 | 12,179 | |||||||||||||||||||||||||
| Settlement of restricted stock units for shares of common stock | 317,848 | 3 | (3 | ) | — | — | ||||||||||||||||||||||||
| Repurchase of common stock, stock options and restricted stock units | (168,881 | ) | (2 | ) | (12,984 | ) | (12,986 | ) | (12,986 | ) | ||||||||||||||||||||
| Exchange of common units of the Operating Partnership | 304,350 | 3 | 10,936 | 10,939 | (10,939 | ) | — | |||||||||||||||||||||||
| Contributions from noncontrolling interests in consolidated property partnerships | — | — | 54,604 | 54,604 | ||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | — | (16,542 | ) | (16,542 | ) | |||||||||||||||||||||||||
| Adjustment for noncontrolling interest in the Operating Partnership | (3,502 | ) | (3,502 | ) | 3,502 | — | ||||||||||||||||||||||||
| Preferred dividends and distributions | (5,774 | ) | (5,774 | ) | (5,774 | ) | ||||||||||||||||||||||||
| Dividends declared per share of common stock and common unit ($1.65 per share/unit) | (165,937 | ) | (165,937 | ) | (3,427 | ) | (169,364 | ) | ||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2017 | — | 98,620,333 | 986 | 3,822,492 | (122,685 | ) | 3,700,793 | 259,523 | 3,960,316 | |||||||||||||||||||||
| Net income | 258,415 | 258,415 | 19,511 | 277,926 | ||||||||||||||||||||||||||
| Issuance of common stock | 1,817,195 | 18 | 130,675 | 130,693 | 130,693 | |||||||||||||||||||||||||
| Issuance of share-based compensation awards | 3,926 | 3,926 | 3,926 | |||||||||||||||||||||||||||
| Non-cash amortization of share-based compensation | 35,890 | 35,890 | 35,890 | |||||||||||||||||||||||||||
| Exercise of stock options | 1,000 | — | 41 | 41 | 41 | |||||||||||||||||||||||||
| Settlement of restricted stock units for shares of common stock | 488,354 | 4 | (4 | ) | — | — | ||||||||||||||||||||||||
| Repurchase of common stock, stock options and restricted stock units | (231,800 | ) | (2 | ) | (16,551 | ) | (16,553 | ) | (16,553 | ) | ||||||||||||||||||||
| Exchange of common units of the Operating Partnership | 51,906 | 1 | 1,961 | 1,962 | (1,962 | ) | — | |||||||||||||||||||||||
| Contributions from noncontrolling interests in consolidated property partnerships | — | 8,273 | 8,273 | |||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | — | (11,803 | ) | (11,803 | ) | |||||||||||||||||||||||||
| Adjustment for noncontrolling interest in the Operating Partnership | (1,477 | ) | (1,477 | ) | 1,477 | — | ||||||||||||||||||||||||
| Dividends declared per share of common stock and common unit ($1.79 per share/unit) | (183,783 | ) | (183,783 | ) | (3,665 | ) | (187,448 | ) | ||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2018 | — | 100,746,988 | 1,007 | 3,976,953 | (48,053 | ) | 3,929,907 | 271,354 | 4,201,261 | |||||||||||||||||||||
| Net income | 195,443 | 195,443 | 19,786 | 215,229 | ||||||||||||||||||||||||||
| Opening adjustment to Distributions in Excess of Earnings upon adoption of ASC 842 (Note 2) | (3,146 | ) | (3,146 | ) | (3,146 | ) | ||||||||||||||||||||||||
| Issuance of common stock (Note 13) | 5,000,000 | 50 | 353,672 | 353,722 | 353,722 | |||||||||||||||||||||||||
| Issuance of share-based compensation awards (Note 15) | 4,664 | 4,664 | 4,664 | |||||||||||||||||||||||||||
| Non-cash amortization of share-based compensation (Note 15) | 32,813 | 32,813 | 32,813 | |||||||||||||||||||||||||||
| Exercise of stock options | 16,500 | — | 703 | 703 | 703 | |||||||||||||||||||||||||
| Settlement of restricted stock units for shares of common stock (Note 15) | 463,276 | 5 | (5 | ) | — | — | ||||||||||||||||||||||||
| Repurchase and cancellation of common stock, stock options, and restricted stock units (Note 15) | (212,477 | ) | (2 | ) | (14,859 | ) | (14,861 | ) | (14,861 | ) | ||||||||||||||||||||
| Exchange of common units of the Operating Partnership | 2,000 | — | 78 | 78 | (78 | ) | — | |||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | — | (12,952 | ) | (12,952 | ) | |||||||||||||||||||||||||
| Adjustment for noncontrolling interest in the Operating Partnership (Note 2) | (3,102 | ) | (3,102 | ) | 3,102 | — | ||||||||||||||||||||||||
| Dividends declared per share of common stock and common unit ($1.91 per share/unit) (Notes 13 and 28) | (202,711 | ) | (202,711 | ) | (3,864 | ) | (206,575 | ) | ||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2019 | $ | — | 106,016,287 | $ | 1,060 | $ | 4,350,917 | $ | (58,467 | ) | $ | 4,293,510 | $ | 277,348 | $ | 4,570,858 | ||||||||||||||
See accompanying notes to consolidated financial statements.
F - 6
KILROY REALTY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||
| Net income | $ | 658,910 | $ | 207,293 | $ | 215,229 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization of real estate assets and leasing costs | 303,799 | 290,353 | 268,045 | ||||||||||||||
| Depreciation of non-real estate furniture, fixtures and equipment | 6,244 | 8,955 | 5,085 | ||||||||||||||
| Revenue reversals (recoveries) for doubtful accounts, net (Notes 2 and 17) | 1,433 | 18,997 | (3,433) | ||||||||||||||
| Non-cash amortization of share-based compensation awards (Note 15) | 33,800 | 30,245 | 27,007 | ||||||||||||||
| Non-cash amortization of deferred financing costs and net debt discounts | 2,831 | 2,958 | 1,427 | ||||||||||||||
| Non-cash amortization of net below market rents (Note 5) | (6,904) | (7,603) | (9,206) | ||||||||||||||
| Gains on sales of depreciable operating properties (Note 4) | (463,128) | (35,536) | (36,802) | ||||||||||||||
| Loss on early extinguishment of debt (Note 9) | 12,246 | — | — | ||||||||||||||
| Non-cash amortization of deferred revenue related to tenant-funded tenant improvements (Note 10) | (17,247) | (17,547) | (19,190) | ||||||||||||||
| Straight-line rents | (53,745) | (67,826) | (72,023) | ||||||||||||||
| Amortization of right of use ground lease assets | 1,241 | 825 | 683 | ||||||||||||||
| Net change in other operating assets | (6,077) | (3,685) | (14,476) | ||||||||||||||
| Net change in other operating liabilities | 43,000 | 28,161 | 24,175 | ||||||||||||||
| Net cash provided by operating activities | 516,403 | 455,590 | 386,521 | ||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
| Expenditures for acquisitions of development properties and undeveloped land (Note 3) | (586,927) | — | (173,291) | ||||||||||||||
| Expenditures for acquisitions of operating properties (Note 3) | (537,429) | — | (186,258) | ||||||||||||||
| Expenditures for development and redevelopment properties and undeveloped land | (552,837) | (486,565) | (845,464) | ||||||||||||||
| Expenditures for operating properties and other capital assets | (120,611) | (129,500) | (147,687) | ||||||||||||||
| Net proceeds received from dispositions (Note 4) | 1,048,927 | 74,937 | 124,421 | ||||||||||||||
| Decrease (increase) in acquisition-related deposits | 1,000 | (1,000) | — | ||||||||||||||
| Net cash used in investing activities | (747,877) | (542,128) | (1,228,279) | ||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
| Net proceeds from issuance of common stock (Note 13) | — | 721,665 | 353,722 | ||||||||||||||
| Net proceeds from the issuance of unsecured debt (Note 9) | 449,807 | 772,297 | 499,390 | ||||||||||||||
| Repayments of unsecured debt (Note 9) | (312,105) | (150,000) | — | ||||||||||||||
| Borrowings on unsecured revolving credit facility | — | 190,000 | 1,110,000 | ||||||||||||||
| Repayments on unsecured revolving credit facility | — | (435,000) | (910,000) | ||||||||||||||
| Principal payments and repayments of secured debt (Note 9) | (5,341) | (5,137) | (76,309) | ||||||||||||||
| Financing costs | (12,032) | (6,594) | (6,678) | ||||||||||||||
| Repurchase of common stock and restricted stock units (Note 15) | (21,888) | (14,082) | (14,556) | ||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | (27,601) | (15,247) | (12,952) | ||||||||||||||
| Dividends and distributions paid to common stockholders and common unitholders | (237,355) | (224,578) | (196,252) | ||||||||||||||
| Proceeds from exercise of stock options | 383 | — | 703 | ||||||||||||||
| Contributions from noncontrolling interests in consolidated property partnerships | 1,559 | — | — | ||||||||||||||
| Net cash (used in) provided by financing activities | (164,573) | 833,324 | 747,068 | ||||||||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (396,047) | 746,786 | (94,690) | ||||||||||||||
| Cash and cash equivalents and restricted cash, beginning of year | 823,130 | 76,344 | 171,034 | ||||||||||||||
| Cash and cash equivalents and restricted cash, end of year | $ | 427,083 | $ | 823,130 | $ | 76,344 | |||||||||||
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | 215,229 | $ | 277,926 | $ | 180,615 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization of real estate assets and leasing costs | 268,045 | 249,882 | 241,862 | ||||||||
| Depreciation of non-real estate furniture, fixtures and equipment | 5,085 | 4,400 | 4,024 | ||||||||
| (Recoveries of) provision for bad debts (Notes 2 and 20) | (3,433 | ) | 5,685 | 3,269 | |||||||
| Non-cash amortization of share-based compensation awards (Note 15) | 27,007 | 27,932 | 19,046 | ||||||||
| Non-cash amortization of deferred financing costs and net debt discounts | 1,427 | 1,084 | 3,247 | ||||||||
| Non-cash amortization of net below market rents (Note 5) | (9,206 | ) | (9,748 | ) | (8,528 | ) | |||||
| Gains on sales of depreciable operating properties (Note 4) | (36,802 | ) | (142,926 | ) | (39,507 | ) | |||||
| Non-cash amortization of deferred revenue related to tenant-funded tenant improvements (Note 10) | (19,190 | ) | (18,429 | ) | (16,767 | ) | |||||
| Straight-line rents | (72,023 | ) | (26,976 | ) | (33,275 | ) | |||||
| Amortization of the right of use ground lease asset (Note 2) | 683 | — | — | ||||||||
| Loss on early extinguishment of debt (Note 9) | — | 12,623 | 5,312 | ||||||||
| (Gain) loss on sale of land (Note 4) | — | (11,825 | ) | (449 | ) | ||||||
| Net change in other operating assets | (14,476 | ) | (7,930 | ) | (17,732 | ) | |||||
| Net change in other operating liabilities | 24,175 | 48,345 | 5,895 | ||||||||
| Net cash provided by operating activities | 386,521 | 410,043 | 347,012 | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Expenditures for development properties and undeveloped land | (845,464 | ) | (489,236 | ) | (397,440 | ) | |||||
| Expenditures for acquisitions of development properties and undeveloped land (Note 3) | (173,291 | ) | (311,299 | ) | (19,829 | ) | |||||
| Expenditures for acquisitions of operating properties (Note 3) | (186,258 | ) | (257,340 | ) | — | ||||||
| Expenditures for operating properties and other capital assets | (147,687 | ) | (166,440 | ) | (88,425 | ) | |||||
| Net proceeds received from dispositions (Note 4) | 124,421 | 364,300 | 182,492 | ||||||||
| Decrease (increase) in acquisition-related deposits | — | 36,000 | (35,900 | ) | |||||||
| Proceeds received from repayment of note receivable | — | 15,100 | — | ||||||||
| Net cash used in investing activities | (1,228,279 | ) | (808,915 | ) | (359,102 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Net proceeds from issuance of common stock (Note 13) | 353,722 | 130,693 | 326,058 | ||||||||
| Redemption of Series G and H Preferred stock (Note 13) | — | — | (200,000 | ) | |||||||
| Net proceeds from the issuance of unsecured debt (Note 9) | 499,390 | 648,537 | 674,447 | ||||||||
| Repayments of unsecured debt (Note 9) | — | (261,823 | ) | (519,024 | ) | ||||||
| Borrowings on unsecured revolving credit facility | 1,110,000 | 765,000 | 270,000 | ||||||||
| Repayments on unsecured revolving credit facility | (910,000 | ) | (690,000 | ) | (270,000 | ) | |||||
| Borrowings on unsecured debt (Note 9) | — | 120,000 | — | ||||||||
| Principal payments and repayments of secured debt (Note 9) | (76,309 | ) | (3,584 | ) | (130,371 | ) | |||||
| Financing costs | (6,678 | ) | (6,262 | ) | (11,500 | ) | |||||
| Repurchase of common stock and restricted stock units (Note 15) | (14,556 | ) | (16,553 | ) | (12,986 | ) | |||||
| Proceeds from exercise of stock options | 703 | 41 | 12,179 | ||||||||
| Contributions from noncontrolling interests in consolidated property partnerships (Note 11) | — | 8,273 | 54,604 | ||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | (12,952 | ) | (11,803 | ) | (16,542 | ) | |||||
| Dividends and distributions paid to common stockholders and common unitholders | (196,252 | ) | (179,411 | ) | (340,697 | ) | |||||
| Dividends and distributions paid to preferred stockholders and preferred unitholders | — | — | (7,409 | ) | |||||||
| Net cash provided by (used in) financing activities | 747,068 | 503,108 | (171,241 | ) | |||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (94,690 | ) | 104,236 | (183,331 | ) | ||||||
| Cash and cash equivalents and restricted cash, beginning of year | 171,034 | 66,798 | 250,129 | ||||||||
| Cash and cash equivalents and restricted cash, end of year | $ | 76,344 | $ | 171,034 | $ | 66,798 | |||||
See accompanying notes to consolidated financial statements.
F - 7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
Kilroy Realty, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Kilroy Realty, L.P. and subsidiaries (the “Operating Partnership”) as of December 31, 20192021 and 2018,2020, the related consolidated statements of operations, capital, and cash flows, for each of the three years in the period ended December 31, 2019,2021, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 20192021 and 2018,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership’s internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2020,10, 2022, expressed an unqualified opinion on the Operating Partnership’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Rental income, deferred revenue related to tenant funded improvements — Ownership of tenant improvements and timing of development property revenue recognition — Refer to Notes 2 and 10 to the financial statements
Critical Audit Matter Description
The timing of when the Operating Partnership commences rental revenue recognition depends largely on the Operating Partnership’s determination of who is the owner of the tenant improvements of the leased space for accounting purposes. When management concludes that the Operating Partnership is the owner of the tenant improvements, the Operating Partnership records the cost to construct the tenant improvements as capital assets, and commences rental revenue recognition when the tenant takes possession of or controls the finished space, which is generally when the improvements being recorded are substantially complete. When management concludes that the Operating Partnership is not the owner and the tenant is the owner of certain tenant improvements for accounting purposes, the Operating Partnership records their contribution towards those tenant-owned improvements as a lease incentive, which is amortized as a reduction to rental revenue on a straight-line basis over the term of the related
F - 8
lease. Rental revenue recognition begins when the tenant takes possession of or controls the physical use of the leased space. Control is typically transferred when the Operating Partnership has completed all its obligations under the lease agreement in order for the leased space to be used by the tenant. The Operating Partnership’s determination of whether its obligations have been met and control has been transferred to the tenant can be complex for large development properties.
Construction for large development properties can include certain tenant improvements that are landlord-owned and others that are tenant-owned improvements. In making the determination of ownership of the tenant improvements, management considers numerous factors and performs a detailed evaluation of each individual lease. No one factor is determinative in reaching a conclusion and the factors management evaluates include but are not limited to (i) whether the lease agreement requires landlord approval of how the tenant improvement allowance is spent prior to installation of the tenant improvements (ii) whether the lease agreement requires the tenant to provide evidence to the landlord supporting the cost and what the tenant improvement allowance was spent on prior to payment by the landlord for such tenant improvements (iii) whether the tenant improvements are unique to the tenant or reusable by other tenants (iv) whether the tenant is permitted to alter or remove the tenant improvements without the consent of the landlord and (v) whether the ownership of the tenant improvements remains with the landlord or remains with the tenant at the end of the lease term. Further, large development properties can deliver leased space in phases, resulting in various revenue commencement dates with judgment surrounding when the tenant improvements that are landlord-owned, for a particular phase, are substantially complete.
Given the nature of construction work on large development properties, auditing management’s judgments regarding the determination of the owner of the tenant improvements, when control of the leased space transfers to the tenant and when to begin rental revenue recognition involves especially subjective judgment. Performing audit procedures to evaluate the reasonableness of management’s conclusion on ownership of the tenant improvements, specifically related to whether the tenant improvements are unique to the tenant or reusable by other tenants, as well as the appropriate date for when control of the leased space transfers to the tenant required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to determining the ownership of tenant improvements and when control of the leased space transfers to the tenant for development properties, thus the timing of the commencement of rental revenue recognition, included the following, among others:
•We tested the effectiveness of controls over revenue recognition, including those over the ownership of tenant improvements and the determination of when the tenant took possession of or controlled the leased space.
•We evaluated the reasonableness of management’s conclusions regarding the Operating Partnership’s ownership of tenant improvements by:
–Evaluating the Operating Partnership’s and the tenant’s respective obligations as governed by the lease agreements for selected leases against criteria for establishing ownership.
–Testing documentation supporting the nature of tenant improvements.
–Performing on-site inspections of selected development properties, as needed, to evaluate the nature of tenant improvements, particularly the uniqueness of the improvements.
•We evaluated the reasonableness of management’s conclusions regarding the possession of or control of the completed leased space and corresponding commencement of rental revenue recognition for development properties by:
–Testing documentation from construction contractors, architects, and city building inspection sign offs on temporary certificates of occupancy.
–Performing on-site inspections of selected development properties near the planned rental revenue recognition commencement date, as needed, to observe the status of the site and tenant improvements to evaluate whether control of the leased space had been or was ready to be transferred to the tenant.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
February 13, 2020
We have served as the Operating Partnership’s auditor since 2010.
F - 89
KILROY REALTY, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
| December 31, 2021 | December 31, 2020 | ||||||||||
| ASSETS | |||||||||||
| REAL ESTATE ASSETS (Notes 2, 3 and 4): | |||||||||||
| Land and improvements | $ | 1,731,982 | $ | 1,628,848 | |||||||
| Buildings and improvements | 7,543,585 | 6,783,092 | |||||||||
| Undeveloped land and construction in progress | 2,017,126 | 1,778,106 | |||||||||
| Total real estate assets held for investment | 11,292,693 | 10,190,046 | |||||||||
| Accumulated depreciation and amortization | (2,003,656) | (1,798,646) | |||||||||
| Total real estate assets held for investment, net | 9,289,037 | 8,391,400 | |||||||||
| CASH AND CASH EQUIVALENTS (Note 23) | 414,077 | 731,991 | |||||||||
| RESTRICTED CASH (Notes 4 and 23) | 13,006 | 91,139 | |||||||||
| MARKETABLE SECURITIES (Notes 16 and 19) | 27,475 | 27,481 | |||||||||
| CURRENT RECEIVABLES, NET (Notes 2 and 6) | 14,386 | 12,007 | |||||||||
| DEFERRED RENT RECEIVABLES, NET (Notes 2 and 6) | 405,665 | 386,658 | |||||||||
| DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET (Notes 2, 3 and 5) | 234,458 | 210,949 | |||||||||
| RIGHT OF USE GROUND LEASE ASSETS (Note 18) | 127,302 | 95,523 | |||||||||
| PREPAID EXPENSES AND OTHER ASSETS, NET (Note 7) | 57,991 | 53,560 | |||||||||
| TOTAL ASSETS | $ | 10,583,397 | $ | 10,000,708 | |||||||
| LIABILITIES AND CAPITAL | |||||||||||
| LIABILITIES: | |||||||||||
| Secured debt, net (Notes 9 and 19) | $ | 248,367 | $ | 253,582 | |||||||
| Unsecured debt, net (Notes 9 and 19) | 3,820,383 | 3,670,099 | |||||||||
| Accounts payable, accrued expenses and other liabilities (Note 18) | 391,264 | 445,100 | |||||||||
| Ground lease liabilities (Note 18) | 125,550 | 97,778 | |||||||||
| Accrued distributions (Notes 14 and 25) | 61,850 | 59,431 | |||||||||
| Deferred revenue and acquisition-related intangible liabilities, net (Notes 2, 3, 5 and 10) | 171,151 | 128,523 | |||||||||
| Rents received in advance and tenant security deposits | 74,962 | 68,874 | |||||||||
| Total liabilities | 4,893,527 | 4,723,387 | |||||||||
| COMMITMENTS AND CONTINGENCIES (Note 18) | 0 | 0 | |||||||||
| CAPITAL: | |||||||||||
| Common units, 116,464,169 and 116,035,827 held by the general partner and 1,150,574 and 1,150,574 held by common limited partners issued and outstanding, respectively (Note 14) | 5,493,806 | 5,079,818 | |||||||||
| Total partners’ capital | 5,493,806 | 5,079,818 | |||||||||
| Noncontrolling interests in consolidated property partnerships and subsidiaries (Notes 2 and 12) | 196,064 | 197,503 | |||||||||
| Total capital | 5,689,870 | 5,277,321 | |||||||||
| TOTAL LIABILITIES AND CAPITAL | $ | 10,583,397 | $ | 10,000,708 | |||||||
| December 31, 2019 | December 31, 2018 | ||||||
| ASSETS | |||||||
| REAL ESTATE ASSETS (Notes 2, 3 and 4): | |||||||
| Land and improvements | $ | 1,466,166 | $ | 1,160,138 | |||
| Buildings and improvements | 5,866,477 | 5,207,984 | |||||
| Undeveloped land and construction in progress | 2,296,130 | 2,058,510 | |||||
| Total real estate assets held for investment | 9,628,773 | 8,426,632 | |||||
| Accumulated depreciation and amortization | (1,561,361 | ) | (1,391,368 | ) | |||
| Total real estate assets held for investment, net | 8,067,412 | 7,035,264 | |||||
| CASH AND CASH EQUIVALENTS (Note 24) | 60,044 | 51,604 | |||||
| RESTRICTED CASH (Notes 3, 4 and 24) | 16,300 | 119,430 | |||||
| MARKETABLE SECURITIES (Notes 16 and 19) | 27,098 | 21,779 | |||||
| CURRENT RECEIVABLES, NET (Notes 2, 6 and 20) | 26,489 | 20,176 | |||||
| DEFERRED RENT RECEIVABLES, NET (Notes 2, 6 and 20) | 337,937 | 267,007 | |||||
| DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET (Notes 2, 3 and 5) | 212,805 | 197,574 | |||||
| RIGHT OF USE GROUND LEASE ASSET (Note 2 and 18) | 96,348 | — | |||||
| PREPAID EXPENSES AND OTHER ASSETS, NET (Note 7) | 55,661 | 52,873 | |||||
| TOTAL ASSETS | $ | 8,900,094 | $ | 7,765,707 | |||
| LIABILITIES AND CAPITAL | |||||||
| LIABILITIES: | |||||||
| Secured debt, net (Notes 9 and 19) | $ | 258,593 | $ | 335,531 | |||
| Unsecured debt, net (Notes 9 and 19) | 3,049,185 | 2,552,070 | |||||
| Unsecured line of credit (Notes 9 and 19) | 245,000 | 45,000 | |||||
| Accounts payable, accrued expenses and other liabilities (Note 18) | 418,848 | 374,415 | |||||
| Ground lease liabilities (Note 2 and 18) | 98,400 | — | |||||
| Accrued distributions (Notes 14 and 28) | 53,219 | 47,559 | |||||
| Deferred revenue and acquisition-related intangible liabilities, net (Notes 3, 5 and 10) | 139,488 | 149,646 | |||||
| Rents received in advance and tenant security deposits | 66,503 | 60,225 | |||||
| Total liabilities | 4,329,236 | 3,564,446 | |||||
| COMMITMENTS AND CONTINGENCIES (Note 18) | |||||||
| CAPITAL: | |||||||
| Common units, 106,016,287 and 100,746,988 held by the general partner and 2,023,287 and 2,025,287 held by common limited partners issued and outstanding, respectively (Note 14) | 4,369,758 | 4,003,700 | |||||
| Total partners’ capital | 4,369,758 | 4,003,700 | |||||
| Noncontrolling interests in consolidated property partnerships and subsidiaries (Notes 2 and 12) | 201,100 | 197,561 | |||||
| Total capital | 4,570,858 | 4,201,261 | |||||
| TOTAL LIABILITIES AND CAPITAL | $ | 8,900,094 | $ | 7,765,707 | |||
See accompanying notes to consolidated financial statements.
F - 910
KILROY REALTY, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit and per unit data)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| REVENUES (Note 2): | |||||||||||||||||
| Rental income (Note 17) | $ | 948,994 | $ | 892,306 | $ | 826,472 | |||||||||||
| Other property income | 6,046 | 6,091 | 10,982 | ||||||||||||||
| Total revenues | 955,040 | 898,397 | 837,454 | ||||||||||||||
| EXPENSES: | |||||||||||||||||
| Property expenses | 165,702 | 155,118 | 160,037 | ||||||||||||||
| Real estate taxes | 93,209 | 92,218 | 78,097 | ||||||||||||||
| Ground leases (Note 18) | 7,421 | 8,891 | 8,113 | ||||||||||||||
| General and administrative expenses (Notes 15 and 19) | 92,749 | 99,264 | 88,139 | ||||||||||||||
| Leasing costs | 3,249 | 4,493 | 7,615 | ||||||||||||||
| Depreciation and amortization (Notes 2 and 5) | 310,043 | 299,308 | 273,130 | ||||||||||||||
| Total expenses | 672,373 | 659,292 | 615,131 | ||||||||||||||
| OTHER INCOME (EXPENSES): | |||||||||||||||||
| Interest income and other net investment gain (Note 19) | 3,916 | 3,424 | 4,641 | ||||||||||||||
| Interest expense (Note 9) | (78,555) | (70,772) | (48,537) | ||||||||||||||
| Gains on sales of depreciable operating properties (Note 4) | 463,128 | 35,536 | 36,802 | ||||||||||||||
| Loss on early extinguishment of debt (Note 9) | (12,246) | — | — | ||||||||||||||
| Total other income (expenses) | 376,243 | (31,812) | (7,094) | ||||||||||||||
| NET INCOME | 658,910 | 207,293 | 215,229 | ||||||||||||||
| Net income attributable to noncontrolling interests in consolidated property partnerships and subsidiaries (Notes 2 and 12) | (24,603) | (17,684) | (16,491) | ||||||||||||||
| NET INCOME AVAILABLE TO COMMON UNITHOLDERS | $ | 634,307 | $ | 189,609 | $ | 198,738 | |||||||||||
| Net income available to common unitholders per unit – basic (Note 21) | $ | 5.38 | $ | 1.63 | $ | 1.87 | |||||||||||
| Net income available to common unitholders per unit – diluted (Note 21) | $ | 5.36 | $ | 1.62 | $ | 1.86 | |||||||||||
| Weighted average common units outstanding – basic (Note 21) | 117,579,704 | 115,095,506 | 105,223,975 | ||||||||||||||
| Weighted average common units outstanding – diluted (Note 21) | 118,099,217 | 115,573,787 | 105,872,575 | ||||||||||||||
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| REVENUES (Note 2): | |||||||||||
| Rental income | $ | 826,472 | $ | 656,631 | $ | 633,896 | |||||
| Tenant reimbursements | — | 80,982 | 76,559 | ||||||||
| Other property income | 10,982 | 9,685 | 8,546 | ||||||||
| Total revenues | 837,454 | 747,298 | 719,001 | ||||||||
| EXPENSES: | |||||||||||
| Property expenses (Note 2) | 160,037 | 133,787 | 129,971 | ||||||||
| Real estate taxes (Note 2) | 78,097 | 70,820 | 66,449 | ||||||||
| Provision for bad debts (Notes 2 and 20) | — | 5,685 | 3,269 | ||||||||
| Ground leases (Notes 2, 5 and 18) | 8,113 | 6,176 | 6,337 | ||||||||
| General and administrative expenses (Note 15) | 88,139 | 90,471 | 60,581 | ||||||||
| Leasing costs (Notes 2 and 5) | 7,615 | — | — | ||||||||
| Depreciation and amortization (Notes 2 and 5) | 273,130 | 254,281 | 245,886 | ||||||||
| Total expenses | 615,131 | 561,220 | 512,493 | ||||||||
| OTHER (EXPENSES) INCOME: | |||||||||||
| Interest income and other net investment gain (loss) (Note 19) | 4,641 | (559 | ) | 5,503 | |||||||
| Interest expense (Note 9) | (48,537 | ) | (49,721 | ) | (66,040 | ) | |||||
| Loss on early extinguishment of debt (Note 9) | — | (12,623 | ) | (5,312 | ) | ||||||
| Net gain on sales of land (Note 4) | — | 11,825 | 449 | ||||||||
| Gains on sales of depreciable operating properties (Note 4) | 36,802 | 142,926 | 39,507 | ||||||||
| Total other (expenses) income | (7,094 | ) | 91,848 | (25,893 | ) | ||||||
| NET INCOME | 215,229 | 277,926 | 180,615 | ||||||||
| Net income attributable to noncontrolling interests in consolidated property partnerships and subsidiaries (Notes 2 and 12) | (16,491 | ) | (14,716 | ) | (13,175 | ) | |||||
| NET INCOME ATTRIBUTABLE TO KILROY REALTY, L.P. | 198,738 | 263,210 | 167,440 | ||||||||
| Preferred distributions (Note 14) | — | — | (5,774 | ) | |||||||
| Original issuance costs of redeemed preferred units (Note 14) | — | — | (7,589 | ) | |||||||
| Total preferred distributions | — | — | (13,363 | ) | |||||||
| NET INCOME AVAILABLE TO COMMON UNITHOLDERS | $ | 198,738 | $ | 263,210 | $ | 154,077 | |||||
| Net income available to common unitholders per unit – basic (Note 22) | $ | 1.87 | $ | 2.56 | $ | 1.52 | |||||
| Net income available to common unitholders per unit – diluted (Note 22) | $1.86 | $ | 2.55 | $ | 1.51 | ||||||
| Weighted average common units outstanding – basic (Note 22) | 105,223,975 | 102,025,276 | 100,246,567 | ||||||||
| Weighted average common units outstanding – diluted (Note 22) | 105,872,575 | 102,535,282 | 100,860,337 | ||||||||
See accompanying notes to consolidated financial statements.
F - 1011
KILROY REALTY, L.P.
CONSOLIDATED STATEMENTS OF CAPITAL
(in thousands, except unit and per unit data)
| Partners’ Capital | Noncontrolling Interests in Consolidated Property Partnerships and Subsidiaries | ||||||||||||||||||||||||||||
| Number of Common Units | Common Units | Total Capital | |||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2018 | 102,772,275 | $ | 4,003,700 | $ | 197,561 | $ | 4,201,261 | ||||||||||||||||||||||
| Net income | 198,738 | 16,491 | 215,229 | ||||||||||||||||||||||||||
| Opening adjustment to Partners’ Capital upon adoption of ASC 842 | (3,146) | (3,146) | |||||||||||||||||||||||||||
| Issuance of common units | 5,000,000 | 353,722 | 353,722 | ||||||||||||||||||||||||||
| Issuance of share-based compensation awards | 4,664 | 4,664 | |||||||||||||||||||||||||||
| Non-cash amortization of share-based compensation | 32,813 | 32,813 | |||||||||||||||||||||||||||
| Exercise of stock options | 16,500 | 703 | 703 | ||||||||||||||||||||||||||
| Settlement of restricted stock units | 463,276 | — | — | ||||||||||||||||||||||||||
| Repurchase and cancellation of common units and restricted stock units | (212,477) | (14,861) | (14,861) | ||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | (12,952) | (12,952) | |||||||||||||||||||||||||||
| Distributions declared per common unit ($1.91 per unit) | (206,575) | (206,575) | |||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2019 | 108,039,574 | 4,369,758 | 201,100 | 4,570,858 | |||||||||||||||||||||||||
| Net income | 189,609 | 17,684 | 207,293 | ||||||||||||||||||||||||||
| Issuance of common units | 8,897,110 | 721,665 | 721,665 | ||||||||||||||||||||||||||
| Issuance of share-based compensation awards | 4,441 | 4,441 | |||||||||||||||||||||||||||
| Non-cash amortization of share-based compensation | 37,624 | 37,624 | |||||||||||||||||||||||||||
| Settlement of restricted stock units | 441,416 | — | — | ||||||||||||||||||||||||||
| Repurchase of common units and restricted stock units | (191,699) | (14,082) | (14,082) | ||||||||||||||||||||||||||
| Contributions of noncontrolling interests in consolidated subsidiary | 6,034 | (6,034) | — | ||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | (15,247) | (15,247) | |||||||||||||||||||||||||||
| Distributions declared per common unit ($1.97 per unit) | (235,231) | (235,231) | |||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2020 | 117,186,401 | 5,079,818 | 197,503 | 5,277,321 | |||||||||||||||||||||||||
| Net income | 634,307 | 24,603 | 658,910 | ||||||||||||||||||||||||||
| Issuance of share-based compensation awards (Note 15) | 3,921 | 3,921 | |||||||||||||||||||||||||||
| Non-cash amortization of share-based compensation (Note 15) | 40,960 | 40,960 | |||||||||||||||||||||||||||
| Exercise of stock options | 9,000 | 383 | 383 | ||||||||||||||||||||||||||
| Settlement of restricted stock units (Note 15) | 785,805 | — | — | ||||||||||||||||||||||||||
| Repurchase of common units and restricted stock units (Note 15) | (366,463) | (21,888) | (21,888) | ||||||||||||||||||||||||||
| Contributions from noncontrolling interests in consolidated property partnerships | — | 1,559 | 1,559 | ||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | — | (27,601) | (27,601) | ||||||||||||||||||||||||||
| Distributions declared per common unit ($2.04 per unit) (Notes 14 and 25) | (243,695) | (243,695) | |||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2021 | 117,614,743 | $ | 5,493,806 | $ | 196,064 | $ | 5,689,870 | ||||||||||||||||||||||
| Partners’ Capital | Total Partners’ Capital | Noncontrolling Interests in Consolidated Property Partnerships and Subsidiaries | ||||||||||||||||||||
| Preferred Units | Number of Common Units | Common Units | Total Capital | |||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2016 | $ | 192,411 | 95,600,982 | $ | 3,431,768 | $ | 3,624,179 | $ | 135,138 | $ | 3,759,317 | |||||||||||
| Net income | 167,440 | 167,440 | 13,175 | 180,615 | ||||||||||||||||||
| Redemption of Series G & H Preferred stock | (192,411 | ) | (7,589 | ) | (200,000 | ) | (200,000 | ) | ||||||||||||||
| Issuance of common units | 4,662,577 | 326,058 | 326,058 | 326,058 | ||||||||||||||||||
| Issuance of share-based compensation awards | 5,890 | 5,890 | 5,890 | |||||||||||||||||||
| Non-cash amortization of share-based compensation | 26,319 | 26,319 | 26,319 | |||||||||||||||||||
| Exercise of stock options | 285,000 | 12,179 | 12,179 | 12,179 | ||||||||||||||||||
| Settlement of restricted stock units | 317,848 | — | — | — | ||||||||||||||||||
| Repurchase of common units and restricted stock units | (168,881 | ) | (12,986 | ) | (12,986 | ) | (12,986 | ) | ||||||||||||||
| Contributions from noncontrolling interest in consolidated property partnership | 54,604 | 54,604 | ||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | (16,542 | ) | (16,542 | ) | ||||||||||||||||||
| Preferred distributions | (5,774 | ) | (5,774 | ) | (5,774 | ) | ||||||||||||||||
| Distributions declared per common unit ($1.65 per unit) | (169,364 | ) | (169,364 | ) | (169,364 | ) | ||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2017 | — | 100,697,526 | 3,773,941 | 3,773,941 | 186,375 | 3,960,316 | ||||||||||||||||
| Net income | 263,210 | 263,210 | 14,716 | 277,926 | ||||||||||||||||||
| Issuance of common units | 1,817,195 | 130,693 | 130,693 | 130,693 | ||||||||||||||||||
| Issuance of share-based compensation awards | 3,926 | 3,926 | 3,926 | |||||||||||||||||||
| Non-cash amortization of share-based compensation | 35,890 | 35,890 | 35,890 | |||||||||||||||||||
| Exercise of stock options | 1,000 | 41 | 41 | 41 | ||||||||||||||||||
| Settlement of restricted stock units | 488,354 | — | — | — | ||||||||||||||||||
| Repurchase of common units and restricted stock units | (231,800 | ) | (16,553 | ) | (16,553 | ) | (16,553 | ) | ||||||||||||||
| Contributions from noncontrolling interest in consolidated property partnership | — | — | 8,273 | 8,273 | ||||||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | (11,803 | ) | (11,803 | ) | ||||||||||||||||||
| Distributions declared per common unit ($1.79 per unit) | (187,448 | ) | (187,448 | ) | (187,448 | ) | ||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2018 | — | 102,772,275 | 4,003,700 | 4,003,700 | 197,561 | 4,201,261 | ||||||||||||||||
| Net income | 198,738 | 198,738 | 16,491 | 215,229 | ||||||||||||||||||
| Opening adjustment to Partners’ Capital upon adoption of ASC 842 (Note 2) | (3,146 | ) | (3,146 | ) | (3,146 | ) | ||||||||||||||||
| Issuance of common units (Note 14) | 5,000,000 | 353,722 | 353,722 | 353,722 | ||||||||||||||||||
| Issuance of share-based compensation awards (Note 15) | 4,664 | 4,664 | 4,664 | |||||||||||||||||||
Non-cash amortization of share-based compensation (Note 15) | 32,813 | 32,813 | 32,813 | |||||||||||||||||||
| Exercise of stock options | 16,500 | 703 | 703 | 703 | ||||||||||||||||||
| Settlement of restricted stock units (Note 15) | 463,276 | — | — | — | ||||||||||||||||||
| Repurchase and cancellation of common units, stock options, and restricted stock units (Note 15) | (212,477 | ) | (14,861 | ) | (14,861 | ) | (14,861 | ) | ||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | (12,952 | ) | (12,952 | ) | ||||||||||||||||||
| Distributions declared per common unit ($1.91 per unit) (Notes 14 and 28) | (206,575 | ) | (206,575 | ) | (206,575 | ) | ||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2019 | $ | — | 108,039,574 | $ | 4,369,758 | $ | 4,369,758 | $ | 201,100 | $ | 4,570,858 | |||||||||||
See accompanying notes to consolidated financial statements.
F - 1112
KILROY REALTY, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||
| Net income | $ | 658,910 | $ | 207,293 | $ | 215,229 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization of real estate assets and leasing costs | 303,799 | 290,353 | 268,045 | ||||||||||||||
| Depreciation of non-real estate furniture, fixtures and equipment | 6,244 | 8,955 | 5,085 | ||||||||||||||
| Revenue reversals (recoveries) for doubtful accounts, net (Notes 2 and 17) | 1,433 | 18,997 | (3,433) | ||||||||||||||
| Non-cash amortization of share-based compensation awards (Note 15) | 33,800 | 30,245 | 27,007 | ||||||||||||||
| Non-cash amortization of deferred financing costs and net debt discounts | 2,831 | 2,958 | 1,427 | ||||||||||||||
| Non-cash amortization of net below market rents (Note 5) | (6,904) | (7,603) | (9,206) | ||||||||||||||
| Gains on sales of depreciable operating properties (Note 4) | (463,128) | (35,536) | (36,802) | ||||||||||||||
| Loss on early extinguishment of debt (Note 9) | 12,246 | — | — | ||||||||||||||
| Non-cash amortization of deferred revenue related to tenant-funded tenant improvements (Note 10) | (17,247) | (17,547) | (19,190) | ||||||||||||||
| Straight-line rents | (53,745) | (67,826) | (72,023) | ||||||||||||||
| Amortization of right of use ground lease assets | 1,241 | 825 | 683 | ||||||||||||||
| Net change in other operating assets | (6,077) | (3,685) | (14,476) | ||||||||||||||
| Net change in other operating liabilities | 43,000 | 28,161 | 24,175 | ||||||||||||||
| Net cash provided by operating activities | 516,403 | 455,590 | 386,521 | ||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
| Expenditures for acquisitions of development properties and undeveloped land (Note 3) | (586,927) | — | (173,291) | ||||||||||||||
| Expenditures for acquisitions of operating properties (Note 3) | (537,429) | — | (186,258) | ||||||||||||||
| Expenditures for development and redevelopment properties and undeveloped land | (552,837) | (486,565) | (845,464) | ||||||||||||||
| Expenditures for operating properties and other capital assets | (120,611) | (129,500) | (147,687) | ||||||||||||||
| Net proceeds received from dispositions (Note 4) | 1,048,927 | 74,937 | 124,421 | ||||||||||||||
| Decrease (increase) in acquisition-related deposits | 1,000 | (1,000) | — | ||||||||||||||
| Net cash used in investing activities | (747,877) | (542,128) | (1,228,279) | ||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
| Net proceeds from issuance of common units (Note 14) | — | 721,665 | 353,722 | ||||||||||||||
| Net proceeds from the issuance of unsecured debt (Note 9) | 449,807 | 772,297 | 499,390 | ||||||||||||||
| Repayments of unsecured debt (Note 9) | (312,105) | (150,000) | — | ||||||||||||||
| Borrowings on unsecured revolving credit facility | — | 190,000 | 1,110,000 | ||||||||||||||
| Repayments on unsecured revolving credit facility | — | (435,000) | (910,000) | ||||||||||||||
| Principal payments and repayments of secured debt (Note 9) | (5,341) | (5,137) | (76,309) | ||||||||||||||
| Financing costs | (12,032) | (6,594) | (6,678) | ||||||||||||||
| Repurchase of common units and restricted stock units (Note 15) | (21,888) | (14,082) | (14,556) | ||||||||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | (27,601) | (15,247) | (12,952) | ||||||||||||||
| Distributions paid to common unitholders | (237,355) | (224,578) | (196,252) | ||||||||||||||
| Proceeds from exercise of stock options | 383 | — | 703 | ||||||||||||||
| Contributions from noncontrolling interests in consolidated property partnerships | 1,559 | — | — | ||||||||||||||
| Net cash (used in) provided by financing activities | (164,573) | 833,324 | 747,068 | ||||||||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (396,047) | 746,786 | (94,690) | ||||||||||||||
| Cash and cash equivalents and restricted cash, beginning of year | 823,130 | 76,344 | 171,034 | ||||||||||||||
| Cash and cash equivalents and restricted cash, end of year | $ | 427,083 | $ | 823,130 | $ | 76,344 | |||||||||||
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | 215,229 | $ | 277,926 | $ | 180,615 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization of real estate assets and leasing costs | 268,045 | 249,882 | 241,862 | ||||||||
| Depreciation of non-real estate furniture, fixtures and equipment | 5,085 | 4,400 | 4,024 | ||||||||
| (Recoveries of) provision for bad debts (Notes 2 and 20) | (3,433 | ) | 5,685 | 3,269 | |||||||
| Non-cash amortization of share-based compensation awards (Note 15) | 27,007 | 27,932 | 19,046 | ||||||||
| Non-cash amortization of deferred financing costs and net debt discounts | 1,427 | 1,084 | 3,247 | ||||||||
| Non-cash amortization of net below market rents (Note 5) | (9,206 | ) | (9,748 | ) | (8,528 | ) | |||||
| Gains on sales of depreciable operating properties (Note 4) | (36,802 | ) | (142,926 | ) | (39,507 | ) | |||||
| Non-cash amortization of deferred revenue related to tenant-funded tenant improvements (Note 10) | (19,190 | ) | (18,429 | ) | (16,767 | ) | |||||
| Straight-line rents | (72,023 | ) | (26,976 | ) | (33,275 | ) | |||||
| Amortization of right of use ground lease assets (Note 2) | 683 | — | — | ||||||||
| Loss on early extinguishment of debt (Note 9) | — | 12,623 | 5,312 | ||||||||
| (Gain) loss on sale of land (Note 4) | — | (11,825 | ) | (449 | ) | ||||||
| Net change in other operating assets | (14,476 | ) | (7,930 | ) | (17,732 | ) | |||||
| Net change in other operating liabilities | 24,175 | 48,345 | 5,895 | ||||||||
| Net cash provided by operating activities | 386,521 | 410,043 | 347,012 | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Expenditures for development properties and undeveloped land | (845,464 | ) | (489,236 | ) | (397,440 | ) | |||||
| Expenditures for acquisitions of development properties and undeveloped land (Note 3) | (173,291 | ) | (311,299 | ) | (19,829 | ) | |||||
| Expenditures for acquisitions of operating properties (Note 3) | (186,258 | ) | (257,340 | ) | — | ||||||
| Expenditures for operating properties and other capital assets | (147,687 | ) | (166,440 | ) | (88,425 | ) | |||||
| Net proceeds received from dispositions (Note 4) | 124,421 | 364,300 | 182,492 | ||||||||
| Decrease (increase) in acquisition-related deposits | — | 36,000 | (35,900 | ) | |||||||
| Proceeds received from repayment of note receivable | — | 15,100 | — | ||||||||
| Net cash used in investing activities | (1,228,279 | ) | (808,915 | ) | (359,102 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Net proceeds from issuance of common units (Note 14) | 353,722 | 130,693 | 326,058 | ||||||||
| Redemption of Series G and H Preferred units (Note 14) | — | — | (200,000 | ) | |||||||
| Net proceeds from the issuance of unsecured debt (Note 9) | 499,390 | 648,537 | 674,447 | ||||||||
| Repayments of unsecured debt (Note 9) | — | (261,823 | ) | (519,024 | ) | ||||||
| Borrowings on unsecured revolving credit facility | 1,110,000 | 765,000 | 270,000 | ||||||||
| Repayments on unsecured revolving credit facility | (910,000 | ) | (690,000 | ) | (270,000 | ) | |||||
| Borrowings on unsecured debt (Note 9) | — | 120,000 | — | ||||||||
| Principal payments and repayments of secured debt (Note 9) | (76,309 | ) | (3,584 | ) | (130,371 | ) | |||||
| Financing costs | (6,678 | ) | (6,262 | ) | (11,500 | ) | |||||
| Repurchase of common units and restricted stock units (Note 15) | (14,556 | ) | (16,553 | ) | (12,986 | ) | |||||
| Proceeds from exercise of stock options | 703 | 41 | 12,179 | ||||||||
| Contributions from noncontrolling interests in consolidated property partnerships (Note 12) | — | 8,273 | 54,604 | ||||||||
| Distributions to noncontrolling interests in consolidated property partnerships | (12,952 | ) | (11,803 | ) | (16,542 | ) | |||||
| Distributions paid to common unitholders | (196,252 | ) | (179,411 | ) | (340,697 | ) | |||||
| Distributions paid to preferred unitholders | — | — | (7,409 | ) | |||||||
| Net cash provided by (used in) financing activities | 747,068 | 503,108 | (171,241 | ) | |||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (94,690 | ) | 104,236 | (183,331 | ) | ||||||
| Cash and cash equivalents and restricted cash, beginning of year | 171,034 | 66,798 | 250,129 | ||||||||
| Cash and cash equivalents and restricted cash, end of year | $ | 76,344 | $ | 171,034 | $ | 66,798 | |||||
See accompanying notes to consolidated financial statements.
F - 1213
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.Organization and Ownership
Kilroy Realty Corporation (the “Company”) is a self-administered real estate investment trust (“REIT”) active in premier office, life science and mixed-use submarkets alongin the West Coast.United States. We own, develop, acquire and manage real estate assets, consisting primarily of Class A properties in the coastal regions of Greater Los Angeles, San Diego County, the San Francisco Bay Area, and Greater Seattle and Austin, Texas, which we believe have strategic advantages and strong barriers to entry. Class A real estate encompasses attractive and efficient buildings of high quality that are attractive to tenants, are well-designed and constructed with above-average material, workmanship and finishes and are well-maintained and managed. We qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “KRC.”
We own our interests in all of our real estate assets through Kilroy Realty, L.P. (the “Operating Partnership”) and Kilroy Realty Finance Partnership, L.P. (the “Finance Partnership”). We generally conduct substantially all of our operations through the Operating Partnership. Unless stated otherwise or the context indicates otherwise, the terms “Kilroy Realty Corporation” or the “Company,” “we,” “our,” and “us” refer to Kilroy Realty Corporation and its consolidated subsidiaries and the term “Operating Partnership” refers to Kilroy Realty, L.P. and its consolidated subsidiaries. The descriptions of our business, employees, and properties apply to both the Company and the Operating Partnership.
Our stabilized portfolio of operating properties was comprised of the following properties at December 31, 2019:2021:
Number of Buildings | Rentable Square Feet (unaudited) | Number of Tenants | Percentage Occupied (unaudited) | Percentage Leased (unaudited) | ||||||||||
| Stabilized Office Properties | 112 | 13,475,795 | 451 | 94.6 | % | 97.0 | % | |||||||
| Number of Buildings | Rentable Square Feet (unaudited) | Number of Tenants | Percentage Occupied (unaudited)(1) | Percentage Leased (unaudited) | |||||||||||||||||||||||||
Stabilized Office Properties (2) | 120 | 15,456,528 | 422 | 91.9 | % | 93.9 | % | ||||||||||||||||||||||
| Number of Buildings | Number of Units | 2019 Average Occupancy (unaudited) | ||||||
| Stabilized Residential Property | 1 | 200 | 82.4 | % | ||||
(1)Represents economic occupancy.
(2)Includes stabilized life science and retail space.
| Number of Projects | Number of Units | 2021 Average Occupancy (unaudited) | |||||||||||||||
| Stabilized Residential Properties | 3 | 1,001 | 78.0 | % | |||||||||||||
Our stabilized portfolio includes all of our properties with the exception of development and redevelopment properties currently committed for construction, under construction, or in the tenant improvement phase, redevelopment properties under construction, undeveloped land recently completed residential properties not yet stabilized and real estate assets held for sale. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs on the existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property. We define properties in the tenant improvement phase as office and retaillife science properties that we are developing or redeveloping where the project has reached cold shell condition and is ready for tenant improvements, which may require additional major base building construction before being placed in service. Projects in the tenant improvement phase are added to our stabilized portfolio once the project reaches the earlier of 95% occupancy or one year from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets at the historical cost of the property as the projects or phases of projects are placed in service.
During the year ended December 31, 2019,2021, we added 1 completed4 development projectprojects to our stabilized office portfolio consisting of 394,3406 buildings totaling 1,109,509 square feet of office and life science space in San Diego and South San Francisco, California and 193 residential units in Hollywood, California. We did not have any properties held for sale at December 31, 2021. As of December 31, 2019,2021, the following properties were excluded from our stabilized portfolio. We did not have any redevelopment properties or properties held for sale at December 31, 2019.
F - 1314
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Number of Properties/Projects | Estimated Rentable Square Feet (1) / Units (unaudited) | |||
In-process development projects - tenant improvement (2) | 2 | 846,000 | ||
In-process development projects - under construction (3) | 6 | 2,291,000 | ||
Completed residential development project (4) | 1 | 237 units | ||
| Number of Properties/Projects | Estimated Rentable Square Feet (1) (unaudited) | ||||||||||
In-process development projects - tenant improvement (2) | 3 | 1,604,000 | |||||||||
| In-process development projects - under construction | 2 | 946,000 | |||||||||
In-process redevelopment projects - under construction (3) | 1 | 96,000 | |||||||||
(1)Estimated rentable square feet upon completion.
(2)Includes the development property acquired in Austin, Texas during the year ended December 31, 2021. Refer to Note 3 “Acquisitions” for additional information.
(3)Excludes the 2 committed redevelopment projects at December 31, 2021, which are included in the stabilized portfolio since construction has not commenced.
Our stabilized portfolio also excludes our future development pipeline, which as of December 31, 20192021 was comprised of 56 future development sites, representing approximately 6159 gross acres of undeveloped land.
As of December 31, 2019,2021, all of our properties, development projects and developmentredevelopment projects were owned and all of our business was conducted in the state of California with the exception of 89 stabilized office properties, 1 development project under constructionin the tenant improvement phase and 1 recently acquired future development project located in the state of Washington.Washington, and 1 development project in the tenant improvement phase located in Austin, Texas. All of our properties, development projects and developmentredevelopment projects are 100% owned, excluding 4 office properties owned by 3 consolidated property partnerships and 2 development projects held by consolidated variable interest entities established to facilitate potential transactions intended to qualify as like-kind exchanges pursuant to Section 1031 of the Code (“Section 1031 Exchange”).partnerships. NaN of the 3 consolidated property partnerships, 100 First Street Member, LLC (“100 First LLC”) and 303 Second Street Member, LLC (“303 Second LLC”), each owned 1 office property in San Francisco, California through subsidiary REITs. As of December 31, 2019,2021, the Company owned a 56% common equity interest in both 100 First LLC and 303 Second LLC. The third consolidated property partnership, Redwood City Partners, LLC (“Redwood LLC”) owned 2 office properties in Redwood City, California. As of December 31, 2019,2021, the Company owned an approximate 93% common equity interest in Redwood LLC. The remaining interests in all 3 property partnerships were owned by unrelated third parties.
As of December 31, 2019,2021, the Company owned an approximate 98.1%99.0% common general partnership interest in the Operating Partnership. The remaining approximate 1.9%1.0% common limited partnership interest in the Operating Partnership as of December 31, 20192021 was owned by non-affiliated investors and certain of our executive officers and directors. Both the general and limited common partnership interests in the Operating Partnership are denominated in common units. Generally, the number of common units held by the Company is equivalent to the number of outstanding shares of the Company’s common stock, and the rights of all the common units to quarterly distributions and payments in liquidation mirror those of the Company’s common stockholders. The common limited partners have certain redemption rights as provided in the Operating Partnership’s Seventh Amended and Restated Agreement of Limited Partnership, as amended, the “Partnership Agreement”.
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The consolidated financial statements of the Company include the consolidated financial position and results of operations of the Company, the Operating Partnership, the Finance Partnership, 303 Second LLC, 100 First LLC, Redwood LLC and all of our wholly-owned and controlled subsidiaries. The consolidated financial statements of the Operating Partnership include the consolidated financial position and results of operations of the Operating Partnership, the Finance Partnership, 303 Second LLC, 100 First LLC, Redwood LLC and all of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements.
Partially Owned Entities and Variable Interest Entities
At December 31, 20192021 and 2020, the consolidated financial statements of the Company included 42 VIEs in addition to the Operating Partnership: 2 of the consolidated property partnerships, 100 First LLC and 303 Second LLC, and 2 entities established during the fourth quarter of 2019 to facilitate potential future Section 1031 Exchanges.LLC. At December 31, 2019,2021 and 2020, the Company and the Operating Partnership were determined to be the primary beneficiaries of these 42 VIEs since we had the ability to control the activities that most significantly impact each of the VIEs’ economic performance. As of December 31, 2019,2021, the 42 VIEs’ total assets, liabilities and noncontrolling interests included on our consolidated balance sheet were approximately $676.7$462.3 million (of which $598.0$377.9 million related to real estate held for investment), approximately $40.1$28.1 million and approximately $189.6$190.7 million, respectively. At December 31, 2020, the 2 VIEs’ total assets, liabilities and noncontrolling interests included on our consolidated balance sheet were approximately $469.3 million (of which $394.6 million related to real estate held for investment on our consolidated balance sheet), approximately $33.9 million and approximately $191.9 million, respectively. Revenues, income and net assets generated by 100 First LLC and 303 Second LLC may only be used to settle their contractual obligations, which primarily consist of operating expenses, capital expenditures and required distributions.
Our accounting policy is to consolidate entities in which we have a controlling financial interest and significant decision making control over the entity's operations. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, size of our investment (including loans), authority to control decisions, and contractual and substantive participating rights of the members. In addition to evaluating control rights, we consolidate entities in which the other members have no substantive kick-out rights to remove the Company as the managing member.
Entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or the holders of the equity investment at risk do not have a controlling financial interest are VIEs. We evaluate whether an entity is a VIE and whether we are the primary beneficiary. We are deemed to be the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the VIEs’ economic performance and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.
If the requirements for consolidation are not met, the Company would account for investments under the equity method of accounting if we have the ability to exercise significant influence over the entity. Equity method investments would be initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. The Company did not have any equity method investments at December 31, 20192021 or 2018.2020.
F - 1516
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Due to the business disruptions and parking. Under Topic 842,challenges severely affecting the global economy caused by the COVID-19 pandemic, many lessors may be required to provide rent deferrals and other lease concessions to lessees. While the lease of space is considered a lease component while the common area maintenance billings and tenant parking are considered nonlease components, which fall under revenue recognitionmodification guidance in FASB Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers”842 (“Topic 606”842”). However, upon adopting addresses routine changes to lease terms resulting from negotiations between the lessee and the lessor, this guidance in Topic 842,did not contemplate concessions being so rapidly executed to address the Company determined thatsudden liquidity constraints of some lessees arising from the COVID-19 pandemic and restrictions intended to prevent its tenant leases metspread.
In April 2020, the criteria to apply the practical expedient provided by ASU 2018-11 to recognize the leaseFASB staff issued a question and non-lease components together as one single component. This conclusion was basedanswer document (the “Lease Modification Q&A”) focused on the consideration that 1) the timing and patternapplication of transfer of the nonlease components and associated lease component are the same, and 2) theaccounting guidance to lease component, if accounted for separately, would be classified as an operating lease. As the lease of space is the predominant component of the Company’s leasing arrangements, we accounted for all lease and non-lease components as one single component under Topic 842. As a result, the adoption of Topic 842 did not have any impact on the Company’s timing or pattern of recognition of rental revenues as compared to previous guidance. Transient daily parking revenue is accounted for under the guidance in Topic 606 and included in other property income in our consolidated statements of operations.
| Year Ended | |||
| December 31, 2019 | |||
| (in thousands) | |||
| Fixed lease payments | $ | 710,557 | |
| Variable lease payments | 115,915 | ||
| Total rental income | $ | 826,472 | |
Significant Accounting Policies
Revenue Recognition
Rental revenue for office, life science and retail operating properties is our principal source of revenue. We recognize revenue from base rent (fixed lease payments), additional rent (which consists(variable lease payments, which consist of amounts due from tenants for common area maintenance, real estate taxes, and other recoverable costs), parking and other lease-related revenue once all of the following criteria are met: (i) the agreement has been fully executed and delivered, (ii) services have been rendered, (iii) the amount is fixed or determinable and (iv) payment has been received or the collectability of the amount due is probable. Lease termination fees are amortized over the remaining lease term, if applicable. If there is no remaining lease term, they are recognized when received and realized. Minimum annual rental revenues are recognized in rental revenues on a straight-line basis over the non-cancellable term of the related lease.
Base Rent
The timing of when we commence rental revenue recognition for office, life science and retail properties depends largely on our conclusion as to whether the Company or the tenant is the owner for accounting purposes of tenant improvements at the leased property. When we conclude that we are the owner of tenant improvements for accounting purposes, we record the cost to construct the tenant improvements as an asset and commence rental revenue recognition when the tenant takes possession of or controls the finished space, which is generally when tenant improvements being recorded
as our assets are substantially complete. In certain instances, when we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, rental revenue recognition begins when the tenant takes possession or controls the physical use of the leased space, which may occur in phases or for an entire building or project. The determination of who owns the tenant improvements is made on a lease-by-lease basis and has a significant effect on the timing of commencement of revenue recognition.
F - 17
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
When we conclude that the Company is the owner of tenant improvements for accounting purposes, we record the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants, as a capital asset. For these tenant-funded tenant improvements, we record the amount funded by or reimbursed by tenants as deferred revenue, which is amortized and recognized as rental income on a straight-line basis over the term of the related lease.
When we conclude that the tenant is the owner of certain tenant improvements for accounting purposes, we record our contribution towards those tenant-owned improvements as a lease incentive, which is included in deferred leasing costs and acquisition-related intangible assets, net on our consolidated balance sheets and amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease.
For residential properties, we commence revenue recognition upon lease commencement. Residential rental revenue is recognized on a straight-line basis over the term of the related lease, net of any concessions.
When a lease is amended, which may occur from time to time, we need to determine whether (1) an additional right of use not included in the original lease is being granted as a result of the modification, and (2) there is an increase in the lease payments that is commensurate with the standalone price for the additional right of use. If both of those conditions are met, the amendment is accounted for as a separate lease contract. If either of those conditions are not met, the amendment is accounted for as a lease modification. Most of our lease amendments are accounted for as a modification of our operating leases which will likely require us to reassess both the lease term and fixed lease payments, including considering any prepaid or deferred rent receivables relating to the original lease, as a part of the lease payments for the modified lease.
Termination options in some of our leases allow the tenant to terminate the lease, in part or in whole, prior to the end of the lease term under certain circumstances. Termination options require advance notification from the tenant and payment of a termination fee that reimburses us for a portion of the remaining rent under the original lease term and the net book value of lease inception costs such as commissions, tenant improvements and lease incentives. Termination fee income, included in rental income, is recognized on a straight-line basis from the date of notification of early termination through lease expiration when the amount of the fee is determinable and collectability of the fee is probable. This fee income is reduced on a straight-line basis by any deferred rent receivable related to the lease projected at the date of tenant vacancy.
Additional Rent - Reimbursements from Tenants
Additional rent, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized in rental income in the period the recoverable costs are incurred. Prior to the adoption of Topic 842, such amounts were recognized in revenue as tenant reimbursements. Additional rent where we pay the associated costs directly to third-party vendors and are reimbursed by our tenants are recognized and recorded on a gross basis, with the corresponding expense recognized in property expenses or real estate taxes. Prior to the adoption of Topic 842, recoverable costs were generally recognized and recorded on a gross basis when we were the primary obligor with respect to purchasing goods and services from third-party suppliers, had discretion in selecting the supplier, and had credit risk.
Other Property Income
Other property income primarily includes amounts recorded in connection with transient daily parking, tenant bankruptcy settlement payments, broken deal income and property damage settlement related payments. Other property income also includes miscellaneous income from tenants, restoration fees and fees for late rental payments. Amounts recorded within other property income fall within the scope of ASC Topic 606 “Revenue from Contracts with Customers” and are recognized as revenue at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied.
F - 18
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Uncollectible Lease Receivables and Allowances for Tenant and Deferred Rent Receivables
We carry our current and deferred rent receivables net of allowances for amounts that may not be collected. Prior to the adoption of Topic 842 on January 1, 2019, the allowances were increased or decreased through provision for bad debts on our consolidated statements of operations. Upon the adoption of Topic 842 on January 1, 2019, theThese allowances are increased or decreased through rental income, and our determination of the adequacy of the Company’s allowances for tenant receivables includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. Such assessment involves using a methodology that incorporates a specific identification analysis and an aging analysis and considers the current economic and business environment. This determination requires significant judgment and estimates about matters that are uncertain at the time the estimates are made, including the creditworthiness of specific tenants, specific industry trends and conditions, and general economic trends and conditions. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, including deferred revenue, with any tenant and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectability determination. If the collectability determination subsequently changes to being probable of collection for leases for which revenue is recorded based on cash received from the tenant, we resume recognizing revenue, including deferred revenue, on a straight-line basis and recognize incremental revenue related to the reinstatement of cumulative deferred rent receivable and deferred revenue balances, as if revenue had been recorded on a straight-line basis since the inception of the lease.
For tenant and deferred rent receivables associated with leases whose rents are deemed probable of collection, under Topic 842, we may record an allowance under other authoritative GAAP using a methodology that incorporates a specific identification analysis and an aging analysis and considers the current economic and business environment. This determination requires significant judgment and estimates about matters that are uncertain at the time the estimates are made, including the creditworthiness of specific tenants, specific industry trends and conditions, and general economic trends and conditions. Tenant and deferred rent receivables deemed probable of collection are carried net of allowances for uncollectible accounts, with increases or decreases in the allowances recorded through rental income on our consolidated statements of operations. Prior to the adoption of Topic 842 on January 1, 2019, the allowances were increased or decreased through provision for bad debts on our consolidated statements of operations.
Current tenant receivables consist primarily of amounts due for contractual lease payments and reimbursements of common area maintenance expenses, property taxes, and other costs recoverable from tenants. With respect to the allowance for uncollectible tenant receivables, the specific identification methodology analysis relies on factors such as the age and nature of the receivables, the payment history and financial condition of the tenant, our assessment of the tenant’s ability to meet its lease obligations, and the status of negotiations of any disputes with the tenant.
Deferred rent receivables represent the amount by which the cumulative straight-line rental revenue recorded to date exceeds cash rents billed to date under the lease agreement. With respect to the allowance for deferred rent receivables, given the longer-term nature of these receivables, the specific identification methodology analysis evaluates each of our significant tenants and any tenants on our internal watchlist and relies on factors such as each tenant’s financial condition and its ability to meet its lease obligations. We evaluate our reserve levels quarterly based on changes in the financial condition of tenants and our assessment of the tenant’s ability to meet its lease obligations, overall economic conditions, and the current business environment.
Acquisitions
Acquisitions of operating properties and development and redevelopment opportunities generally do not meet the definition of a business and are accounted for as asset acquisitions, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. For these asset acquisitions, we record the acquired tangible and intangible assets and assumed liabilities based on each asset’s and liability’s relative fair value at the acquisition date of the total purchase price plus any capitalized acquisition costs. We record the acquired tangible and intangible assets and assumed liabilities of acquisitions of operating properties and development and redevelopment opportunities that meet the accounting criteria to be accounted for as
F - 19
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
business combinations at fair value at the acquisition date. Transaction costs associated with asset acquisitions, including costs incurred during negotiation, are capitalized as part ofin addition to the purchase price of the acquisition.
The acquired assets and assumed liabilities for an acquisition generally include but are not limited to (i) land and improvements, buildings and improvements, undeveloped land and construction in progress and (ii) identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market operating leases and ground leases, acquired in-place lease values and tenant relationships, if any. Any debt assumed and equity (including common units of the Operating Partnership) issued in connection with a property acquisition is recorded at fair value on the date of acquisition.
The fair value of land and improvements is derived from comparable sales of land and improvements within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements and leasing costs considers the value of the property as if it was vacant as well as current replacement costs and other relevant market rate information.
The fair value of the above-market or below-market component of an acquired in-place operating lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining non-cancellable lease term and (ii) our estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition measured over the remaining non-cancellable term of the lease for above-market operating leases and the initial non-cancellable term plus the term of any below-market fixed rate renewal options, if applicable, for below-market operating leases. Our below-market operating leases generally do not include fixed rate or below-market renewal options. The amounts recorded for above-market operating leases are included in deferred leasing costs and acquisition-related intangible assets, net on the
balance sheet and are amortized on a straight-line basis as a reduction of rental income over the remaining term of the applicable leases. The amounts recorded for below-market operating leases are included in deferred revenue and acquisition-related intangible liabilities, net on the balance sheet and are amortized on a straight-line basis as an increase to rental income over the remaining term of the applicable leases plus the term of any below-market fixed rate renewal options, if applicable. The amortization of a below-market ground lease obligation is recorded as an increase to ground lease expense in the consolidated statements of operations for the periods presented. The amortization of an above-market ground lease obligation is recorded as a decrease to ground lease expense in the consolidated statements of operations for the periods presented.
The fair value of acquired in-place leases is derived based on our assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount recorded for acquired in-place leases is included in deferred leasing costs and acquisition-related intangible assets, net on the balance sheet and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases. Fully amortized intangible assets are written off each quarter.
Operating Properties
Operating properties are generally carried at historical cost less accumulated depreciation. Properties held for sale are reported at the lower of the carrying value or the fair value less estimated cost to sell. The cost of operating properties includes the purchase price or development costs of the properties. Costs incurred for the renovation and betterment of the operating properties are capitalized to our investment in that property. Maintenance and repairs are charged to expense as incurred.
When evaluating properties to be held and used for potential impairment, we first evaluate whether there are any indicators of impairment for any of our properties. If any impairment indicators are present for a specific property, we then evaluate the regional market conditions that could reasonably affect the property. If there are negative changes and trends in that regional market, we then perform an undiscounted cash flow analysis and compare the net carrying amount of the property to the property’s estimated undiscounted future cash flow over the anticipated holding period. If the estimated undiscounted future cash flow is less than the net carrying amount of the property, we perform an impairment loss calculation to determine if the fair value of the property is less than the net carrying value of the property. Our impairment loss calculation compares the net carrying amount of the property to the property’s estimated fair value, which may be based on estimated discounted future cash flow calculations or third-partythird-
F - 20
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
party valuations or appraisals. We would recognize an impairment loss if the property's net carrying amount exceeds the property's estimated fair value. If we were to recognize an impairment loss, the estimated fair value of the property becomes its new cost basis. For a depreciable long-lived asset, the new cost basis would be depreciated (amortized) over the remaining useful life of that asset.
Cost Capitalization
All costs clearly associated with the development, redevelopment and construction of a property are capitalized as project costs, including internal compensation costs. In addition, the following costs are capitalized as project costs during periods in which activities necessary to prepare development and redevelopment properties for their intended use are in progress: pre-construction costs essential to the development of the property, interest, real estate taxes and insurance.
•For office, life science and retail development and redevelopment properties that are pre-leased, we cease capitalization when revenue recognition commences, which is upon substantial completion of tenant improvements deemed to be the Company’s asset for accounting purposes.
•For office, life science and retail development and redevelopment properties that are not pre-leased, we may not immediately build out the tenant improvements. Therefore, we cease capitalization when revenue recognition commences upon substantial completion of the tenant improvements deemed to be the Company's asset for accounting purposes, but in any event, no later than one year after the cessation of major construction activities. We also cease capitalization on a development or redevelopment property when activities necessary to prepare the property for its intended use have been suspended.
•For office, life science and retail development or redevelopment properties with multiple tenants and stagedphased leasing, we cease capitalization and begin depreciation on the portion of the development or redevelopment property for which revenue recognition has commenced.
•For residential development properties, we cease capitalization when the property is substantially complete and available for occupancy.
Once major base building construction activities have ceased and the development or redevelopment property or phases of the development or redevelopment project is placed in service, which may occur in phases or for an entire building or project, the costs capitalized to construction in progress are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets as the historical cost of the property.
Depreciation and Amortization of Buildings and Improvements
The costs of buildings and improvements and tenant improvements are depreciated using the straight-line method of accounting over the estimated useful lives set forth in the table below. Depreciation expense for buildings and improvements for the three years ended December 31, 2021, 2020, and 2019 2018,was $256.3 million, $244.8 million, and 2017 was $211.9 million, $198.6 million, and $190.5 million, respectively.
| Asset Description | Depreciable Lives | |||||||
| Buildings and improvements | 25 – 40 years | |||||||
| Tenant improvements | 1 – 20 years (1) | |||||||
(1)Tenant improvements are amortized over the shorter of the lease term or the estimated useful life.
Real Estate Assets Held for Sale, Dispositions and Discontinued Operations
A real estate asset is classified as held for sale when certain criteria are met, including but not limited to the availability of the asset for immediate sale, the existence of an active program to locate a buyer and the probable sale or transfer of the asset within one year. If such criteria are met, we present the applicable assets and liabilities related to the real estate asset, if material, separately on the balance sheet as held for sale and we would cease to
F - 21
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
record depreciation and amortization expense. Real estate assets held for sale are reported at the lower of their carrying value or their estimated fair value less the estimated costs to sell. As of December 31, 20192021 and 2018,2020, we did not have any properties classified as held for sale.
Property disposals representing a strategic shift that have (or will have) a major effect on the Company’s operations and financial results, such as a major line of business, a major geographical area or a major equity investment, are required to be presented as discontinued operations. If we were to determine that a property disposition represents a strategic shift, the revenues, expenses and net gain (loss) on dispositions of the property would be recorded in discontinued operations for all periods presented through the date of the applicable disposition. The operations of the properties sold during the years ended December 31, 2019, 20182021, 2020 and 20172019 are presented in continuing operations as they did not represent a strategic shift in the Company’s operations and financial results.
The net gains (losses) on dispositions of non-depreciable real estate property, including land, are reported in the consolidated statements of operations as gains (losses) on sale of land within continuing operations in the period the land is sold. The net gains (losses) on dispositions of depreciable real estate property are reported in the consolidated statements of operations as gains (losses) on sales of depreciable operating properties within continuing operations in the period the landproperty is sold.
Cash and Cash Equivalents
We consider all highly-liquid investments with original maturities of three months or less to be cash equivalents.
Restricted Cash
Restricted cash consists of cash proceeds from dispositions that are temporarily held at qualified intermediaries for purposes of facilitating potential Section 1031 Exchanges, and cash held in escrow related to acquisition and
disposition holdbacks. Restricted cash also includes cash held as collateral to provide credit enhancement for the Operating Partnership’s mortgage debt, including cash reserves for capital expenditures, tenant improvements and property taxes.taxes and cash investments with original maturities greater than 3 months. As of December 31, 2019, we did not have any restricted cash held at qualified intermediaries for the purpose of facilitating Section 1031 Exchanges. As of December 31, 2018,2020, we had $113.1$74.9 million of restricted cash held at qualified intermediaries for the purpose of facilitating Section 1031 Exchanges. In January 2019,2021, the Section 1031 Exchange was completedterminated and the cash proceeds were released from the qualified intermediary. We did not have any cash held at qualified intermediaries at December 31, 2021.
Marketable Securities / Deferred Compensation Plan
Marketable securities reported in our consolidated balance sheets represent the assets held in connection with the Kilroy Realty Corporation 2007 Deferred Compensation Plan (the “Deferred Compensation Plan”) (see Note 16 “Employee Benefit Plans” for additional information). The Deferred Compensation Plan assets are held in a limited rabbi trust and invested in various mutual and money market funds. As a result, the marketable securities are treated as trading securities for financial reporting purposes and are adjusted to fair value at the end of each accounting period, with the corresponding gains and losses recorded in interest income and other net investment gains (losses).
At the time eligible management employees (“Participants”) defer compensation or earn mandatory Company contributions, or if we were to make a discretionary contribution, we record compensation cost and a corresponding deferred compensation plan liability, which is included in accounts payable, accrued expenses, and other liabilities on our consolidated balance sheets. This liability is adjusted to fair value at the end of each accounting period based on the performance of the benchmark funds selected by each Participant, and the impact of adjusting the liability to fair value is recorded as an increase or decrease to compensation cost. The impact of adjusting the deferred compensation plan liability to fair value and the changes in the value of the marketable securities held in connection with the Deferred Compensation Plan generally offset and therefore do not significantly impact net income.
F - 22
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Deferred Leasing Costs
Costs incurred in connection with successful property leasing are capitalized as deferred leasing costs and classified as investing activities in the statement of cash flows. Under Topic 842, initial direct costs include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, subsequent to the adoption of Topic 842 on January 1, 2019, deferredDeferred leasing costs consist of leasing commissions paid to external third party brokers and lease incentives, and the Company no longer capitalizes internal leasing costs and third-party legal leasing costs. Prior to the adoption of Topic 842, deferred leasing costs consisted primarily of leasing commissions, lease incentives, legal costs and certain internal payroll costs. Deferred leasing costs are amortized using the straight-line method of accounting over the lives of the leases which generally range from one to 20 years. We may reevaluate the remaining useful lives of leasing costs as the creditworthiness of our tenants and economic and market conditions change. If we determine that the estimated remaining life of a lease has changed, we adjust the amortization period accordingly. Fully amortized deferred leasing costs are written off each quarter.
Deferred Financing Costs
Financing costs related to the origination or assumption of long-term debt are deferred and generally amortized using the straight-line method of accounting, which approximates the effective interest method, over the contractual terms of the applicable financings. Fully amortized deferred financing costs are written off when the corresponding financing is repaid.
Debt Discounts and Premiums
Original issuance debt discounts and discounts/premiums related to recording debt acquired in connection with operating property acquisitions at fair value are generally amortized and accreted on a straight-line basis, which approximates the effective interest method. Discounts are recorded as additional interest expense from date of issuance or acquisition through the contractual maturity date of the related debt. Premiums are recorded as a reduction to interest expense from the date of issuance or acquisition through the contractual maturity date of the related debt.
Noncontrolling Interests - Common Units of the Operating Partnership in the Company's Consolidated Financial Statements
Common units of the Operating Partnership within noncontrolling interests in the Company’s consolidated financial statements represent the common limited partnership interests in the Operating Partnership not held by the Company (“noncontrolling common units”). Noncontrolling common units are presented in the equity section of the Company’s consolidated balance sheets and are reported at their proportionate share of the net assets of the Operating Partnership. Noncontrolling interests with redemption provisions that permit the issuer to settle in either cash or shares of common stock must be further evaluated to determine whether equity or temporary equity classification on the balance sheet is appropriate. Since the common units contain such a provision, we evaluated the accounting guidance and determined that the common units qualify for equity presentation in the Company’s consolidated financial statements. Net income attributable to noncontrolling common units is allocated based on their relative ownership percentage of the Operating Partnership during the reported period. The noncontrolling interest ownership percentage is determined by dividing the number of noncontrolling common units by the total number of common units outstanding. The issuance or redemption of additional shares of common stock or common units results in changes to the noncontrolling interest percentage as well as the total net assets of the Company. As a result, all equity transactions result in an allocation between equity and the noncontrolling interest in the Company’s consolidated balance sheets and statements of equity to account for the changes in the noncontrolling interest ownership percentage as well as the change in total net assets of the Company.
Noncontrolling Interests in Consolidated Property Partnerships
Noncontrolling interests in consolidated property partnerships represent the equity interests held by unrelated third parties in our 3 consolidated property partnerships (see Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements” and see Note 12 “Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements”). Noncontrolling interests in consolidated property partnerships are not redeemable and are presented as permanent equity in the Company's consolidated balance sheets. We account for the noncontrolling interests in consolidated property partnerships using the hypothetical liquidation at book value (“HLBV”) method to attribute the earnings or losses of the consolidated property partnerships between
F - 23
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
the controlling and noncontrolling interests. Under the HLBV method, the amounts reported as noncontrolling interests in consolidated property partnerships in the consolidated balance sheets represent the amounts the noncontrolling interests would hypothetically receive at each balance sheet reporting date under the liquidation provisions of the governing agreements assuming the net assets of the consolidated property partnerships were liquidated at recorded amounts and distributed between the controlling and noncontrolling interests in accordance with the governing documents. The net income attributable to noncontrolling interests in consolidated property partnerships in the consolidated statements of operations is associated with the increase or decrease in the noncontrolling interest holders’ contractual claims on the respective entities’ balance sheets assuming a hypothetical liquidation at the end of that reporting period when compared with their claims on the respective entities’ balance sheets assuming a hypothetical liquidation at the beginning of that reporting period, after removing any contributions or distributions.
Common Partnership Interests on the Operating Partnership’s Consolidated Balance Sheets
The common units held by the Company and the noncontrolling common units held by the common limited partners are both presented in the permanent equity section of the Operating Partnership’s consolidated balance sheets in partners’ capital. The redemption rights of the noncontrolling common units permit us to settle the redemption obligation in either cash or shares of the Company’s common stock at our option (see Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements” for additional information).
Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements
Noncontrolling interests in the Operating Partnership’s consolidated financial statements include the noncontrolling interest in property partnerships (see Note 12 “Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements”) and the Company’s 1.0% general partnership interest in the Finance Partnership. The 1.0% general partnership interest in the Finance Partnership noncontrolling interest is presented in the permanent equity section of the Operating Partnership’s consolidated balance sheets given that these interests are not convertible or redeemable into any other ownership interest of the Company or the Operating Partnership. .
Equity Offerings
Underwriting commissions and offering costs incurred in connection with common equity offerings and our at-the-market stock offering program (see Note 13 “Stockholders’ Equity of the Company”) are reflected as a reduction of additional paid-in capital. Issuance costs incurred in connection with preferred equity offerings are reflected as a reduction of the carrying value of the preferred equity.
Sales of our common stock under forward equity sale agreements (such as those under the forward equity offering executedentered into in August 2018February 2020 and those under the 2018 At-The-Market Program, as discussed in Note 13 “Stockholders’ Equity of the Company”) meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock.
The net proceeds from any equity offering of the Company are generally contributed to the Operating Partnership in exchange for a number of common units equivalent to the number of shares of common stock issued and are reflected in the Operating Partnership’s consolidated financial statements as an increase in partners’ capital.
Share-based Incentive Compensation Accounting
Compensation cost for all share-based awards, including options, requires measurement at estimated fair value on the grant date. Compensation cost is recognized on a straight-line basis over the service vesting period, which represents the requisite service period. The grant date fair value of market measure-based share-based compensation plans are calculated using a Monte Carlo simulation pricing model. The grant date fair value of stock option grants is calculated using the Black-Scholes valuation model. Equity awards settled in cash are valued at the fair value of our common stock on the period end date through the settlement date. Equity awards settled in cash are remeasured
F - 24
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
at each reporting period and are recognized as a liability in the consolidated balance sheet during the vesting period until settlement. Forfeitures of all share-based awards are recognized when they occur.
For share-based awards in which the performance period precedes the grant date, we recognize compensation cost over the requisite service period, which includes both the performance and service vesting periods, using the accelerated attribution expense method. The requisite service period begins on the date the Executive Compensation Committee authorizes the award and adopts any relevant performance measures.
For share-based awards with performance-based measures, the total estimated compensation cost is based on our most recent estimate of the probable achievement of the pre-established specific corporate performance measures. These estimates are based on actual results and our latest internal forecasts for each performance measure. For share-based awards with market measures, the total estimated compensation cost is based on the fair value of the award at the grant date. For share-based awards with performance-based measures and market measures, the total estimated compensation cost is based on the fair value per share at the grant date multiplied by our most recent estimate of the number of shares to be earned based on actual results and the probable achievement of the pre-established corporate performance measures based on our latest internal forecasts.
In accordance with the provisions of our share-based incentive compensation plan, we accept the return of shares of Company common stock, at the current quoted market price, from employees to satisfy minimum statutory tax-withholding requirements related to shares that vested during the period.
For share-based awards granted by the Company, the Operating Partnership issues a number of common units equal to the number of shares of common stock ultimately granted by the Company in respect of such awards.
Basic and Diluted Net Income Available to Common Stockholders per Share
Basic net income available to common stockholders per share is computed by dividing net income available to common stockholders, after preferred distributions and the allocation of income to participating securities, by the weighted-average number of shares of common stock outstanding for the period. Diluted net income available to
common stockholders per share is computed by dividing net income available for common stockholders, after preferred distributions and the allocation of income to participating securities, by the sum of the weighted-average number of shares of common stock outstanding for the period plus the assumed exercise of all dilutive securities. The impact of the outstanding common units is considered in the calculation of diluted net income available to common stockholders per share. The common units are not reflected in the diluted net income available to common stockholders per share calculation because the exchange of common units into common stock is on a 1 for one basis, and the common units are allocated net income on a per share basis equal to the common stock (see Note 21 “Net Income Available to Common Stockholders Per Share of the Company”). Accordingly, any exchange would not have any effect on diluted net income (loss) available to common stockholders per share.
Nonvested share-based payment awards (including nonvested restricted stock units (“RSUs”), vested market-measure RSUs and vested dividend equivalents issued to holders of RSUs) containing nonforfeitable rights to dividends or dividend equivalents are accounted for as participating securities and included in the computation of basic and diluted net income available to common stockholders per share pursuant to the two-class method. The dilutive effect of shares issuable under executed forward equity sale agreements, if any, and stock options are reflected in the weighted average diluted outstanding shares calculation by application of the treasury stock method. The dilutive effect of the outstanding nonvested shares of common stock (“nonvested shares”) and RSUs that have not yet been granted but are contingently issuable under the share-based compensation programs is reflected in the weighted average diluted shares calculation by application of the treasury stock method at the beginning of the quarterly period in which all necessary conditions have been satisfied.
Basic and Diluted Net Income Available to Common Unitholders per Unit
Basic net income available to common unitholders per unit is computed by dividing net income available to common unitholders, after preferred distributions and the allocation of income to participating securities, by the weighted-average number of vested common units outstanding for the period. Diluted net income available to
F - 25
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
common unitholders per unit is computed by dividing net income available to common unitholders, after preferred distributions and the allocation of income to participating securities, by the sum of the weighted-average number of common units outstanding for the period plus the assumed exercise of all dilutive securities.
The dilutive effect of stock options, outstanding nonvested shares, RSUs, awards containing nonforfeitable rights to dividend equivalents and shares issuable under executed forward equity sale agreements, if any, are reflected in diluted net income available to common unitholders per unit in the same manner as noted above for net income available to common stockholders per share.
Fair Value Measurements
The fair values of our financial assets and liabilities are disclosed in Note 19, “Fair Value Measurements and Disclosures,” to our consolidated financial statements. The only financial assets recorded at fair value on a recurring basis in our consolidated financial statements are our marketable securities. We elected not to apply the fair value option for any of our eligible financial instruments or other items.
We determine the estimated fair value of financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. This hierarchy requires the use of observable market data when available. The following is the fair value hierarchy:
We determine the fair value for the marketable securities using quoted prices in active markets for identical assets. Our other financial instruments, which are only disclosed at fair value, are comprised of secured debt, unsecured senior notes, unsecured line of credit and unsecured term loan facility.
We generally determine the fair value of our secured debt, unsecured debt and unsecured line of credit by performing discounted cash flow analyses using an appropriate market discount rate. We calculate the market rate by obtaining period-end treasury rates for maturities that correspond to the maturities of our fixed-rate debt and then adding an appropriate credit spread based on information obtained from third-party financial institutions. These credit spreads take into account factors, including but not limited to, our credit profile, the tenure of the debt, amortization period, whether the debt is secured or unsecured, and the loan-to-value ratio of the debt to the collateral. These calculations are significantly affected by the assumptions used, including the discount rate, credit spreads and estimates of future cash flow. We calculate the market rate of our unsecured line of credit unsecured term loan facility, and unsecured term loan by obtaining the period-end London Interbank Offered Rate (“LIBOR”) and then adding an appropriate credit spread based on our credit ratings, and the amended terms of our unsecured line of credit unsecured term loan facility, and unsecured term loan agreement. We determine the fair value of each of our publicly traded unsecured senior notes based on their quoted trading price at the end of the reporting period, if such prices are available.
Carrying amounts of our cash and cash equivalents, restricted cash and accounts payable approximate fair value due to their short-term maturities.
F - 26
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Income Taxes
We have elected to be taxed as a REIT under Sections 856 through 860 of the Code. To qualify as a REIT, we must distribute annually at least 90% of our adjusted taxable income, as defined in the Code, to our stockholders and satisfy certain other organizational and operating requirements. We generally will not be subject to federal income taxes if we distribute 100% of our taxable income for each year to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes (including any applicable alternative minimum tax) on our taxable income at regular corporate rates and we may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property and to federal income taxes and excise taxes on our undistributed taxable income. We believe that we have met all of the REIT distribution and technical requirements for the years ended December 31, 2019, 20182021, 2020 and 2017,2019, and we were not subject to any federal income taxes (see Note 2524 “Tax Treatment of Distributions” for additional information). We intend to continue to adhere to these requirements and maintain the Company’s REIT status. Accordingly, no provision for income taxes has been made in the accompanying financial statements.
In addition, any taxable income from our taxable REIT subsidiaries, which were formed in 2002, 2018, 2019, and 2019,2020 are subject to federal, state, and local income taxes. For the years ended December 31, 2019, 20182021, 2020 and 20172019 the taxable REIT subsidiaries had de minimis taxable income.
Uncertain Tax Positions
We include favorable tax positions in the calculation of tax liabilities if it is more likely than not that our adopted tax position will prevail if challenged by tax authorities.
We evaluated the potential impact of identified uncertain tax positions for all tax years still subject to audit under state and federal income tax law and concluded that we did not have any unrecognized tax benefits or any additional tax liabilities as of December 31, 20192021 or 2018.2020. As of December 31, 2019,2021, the years still subject to audit are 20152017 through 20192021 under the California state income tax law and 20162018 through 20192021 under the federal income tax law.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.
Segments
We currently operate in 1 operating segment, our office and life science properties segment.
Concentration of Credit Risk
All of our properties and development and redevelopment projects are owned and all of our business is currently conducted in the state of California with the exception of the ownership and operation of 89 office properties, 1 development project under constructionin the tenant improvement phase and 1 recently acquired future development project located in the state of Washington.Washington, and 1 development project in the tenant improvement phase located in Austin, Texas. The ability of tenants to honor the terms of their leases is dependent upon the economic, regulatory, and social factors affecting the communities in which our tenants operate.
We have deposited cash with financial institutions that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. As of December 31, 20192021 and 2018,2020, we had cash accounts in excess of FDIC insured limits.
F - 27
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
3. Acquisitions
Operating Property Acquisitions
During the year ended December 31, 2019,2021, we acquired the 19-building creative office campusoperating property listed below in one transaction from an unrelated third party. DuringWe did not acquire any operating properties during the year ended December 31, 2018, we acquired the 4 operating properties listed below in two transactions from unrelated third parties.2020.
| Property | Date of Acquisition | Number of Buildings | Rentable Square Feet (unaudited) | Occupancy as of December 31, 2019 (unaudited) | Purchase Price (in millions) (1) | |||||||||
| 2019 Acquisitions | ||||||||||||||
3101-3243 La Cienega Boulevard, Culver City, CA (2) | October 15, 2019 | 19 | 151,908 | 100.0 | % | $ | 186.0 | |||||||
| 2018 Acquisitions | ||||||||||||||
| 345, 347 & 349 Oyster Point Boulevard, South San Francisco, CA | January 31, 2018 | 3 | 145,530 | 100.0 | % | $ | 111.0 | |||||||
345 Brannan Street, San Francisco, CA (3) | December 21, 2018 | 1 | 110,050 | 99.7 | % | 146.0 | ||||||||
Total (4) | 4 | 255,580 | $ | 257.0 | ||||||||||
| Property | Date of Acquisition | Number of Buildings | Rentable Square Feet (unaudited) | Purchase Price (in millions) (1) | ||||||||||||||||||||||
| 2021 Acquisition | ||||||||||||||||||||||||||
2001 West 8th Avenue, Seattle, WA (2) | September 17, 2021 | 1 | 539,226 | $ | 490.0 | |||||||||||||||||||||
(1)Excludes acquisition-related costs. (2)The results of operations for the property acquired during 2021 contributed $9.9 million to revenue and a net loss of $3.1 million for the year ended December 31, 2021 primarily due to the amortization of in-place leases acquired. |
The related assets, liabilities and results of operations of the acquired propertiesproperty are included in the consolidated financial statements as of the date of acquisition. The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed at the respective acquisition datesdate for our 2019 and 20182021 operating property acquisitions, respectively:acquisition:
Total 2019 Operating Property Acquisitions (1) | Total 2018 Operating Property Acquisitions (2) | ||||||
| Assets | |||||||
| Land and improvements | $ | 150,561 | $ | 80,269 | |||
Buildings and improvements (3) | 30,932 | 172,059 | |||||
Deferred leasing costs and acquisition-related intangible assets (4) | 12,063 | 13,593 | |||||
Right of use ground lease asset (5) | 13,334 | — | |||||
| Total assets acquired | $ | 206,890 | $ | 265,921 | |||
| Liabilities | |||||||
Acquisition-related intangible liabilities (6) | $ | 9,950 | $ | 8,921 | |||
Ground lease liability (5) | 10,940 | — | |||||
| Total liabilities assumed | $ | 20,890 | $ | 8,921 | |||
| Net assets and liabilities acquired | $ | 186,000 | $ | 257,000 | |||
| Total 2021 Operating Property Acquisition | ||||||||
| Assets | ||||||||
| $ | 84,033 | |||||||
Buildings and | 370,967 | |||||||
Deferred leasing costs and acquisition-related intangible assets | 49,882 | |||||||
| $ | 504,882 | |||||||
| Liabilities | ||||||||
Acquisition-related intangible liabilities (3) | $ | 15,112 | ||||||
| Total liabilities assumed | $ | 15,112 | ||||||
| Net assets acquired | $ | 489,770 | ||||||
________________________
(1)Represents buildings, building improvements and tenant improvements.
(2)Represents in-place leases (approximately $46.5 million with a weighted average amortization period of 2.2 years), leasing commissions (approximately $3.1 million with a weighted average amortization period of 3.1 years) and an above-market lease (approximately $0.3 million with a weighted average amortization period of 8.4 years).
(3)Represents below-market leases (approximately $15.1 million with a weighted average amortization period of 2.4 years).
In addition to the operating property acquisition listed above, during 2021, we completed the acquisition of the land that was subject to a ground lease underlying our operating property at 601 108th Avenue NE in Bellevue, Washington for $47.0 million.
The 2021 acquisitions were funded with proceeds from the operating property disposition completed during the three months ended March 31, 2021 that were temporarily being held by a qualified intermediary, at our discretion, for the purpose of facilitating a Section 1031 Exchange.
Development Project Acquisitions
During the year ended December 31, 2021, we acquired the following development properties in two transactions from unrelated third parties. The acquisitions were funded with the proceeds from the operating property disposition completed during the three months ended March 31, 2021 that were temporarily being held by a qualified intermediary, at our discretion, for the purpose of facilitating a Section 1031 Exchange. We did not acquire any development sites during the year ended December 31, 2020.
F - 28
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| Date of | City/Submarket | Purchase Price (in millions) (1) | ||||||||||||||||||
| 2021 Acquisitions | ||||||||||||||||||||
2045 Pacific Highway, San Diego, CA (2) | June 22, 2021 | Little Italy | $ | 42.0 | ||||||||||||||||
200 W. 6th Street, Austin, TX (3) | June 23, 2021 | Austin CBD | 580.2 | |||||||||||||||||
| Total 2021 Acquisitions | $ | 622.2 | ||||||||||||||||||
(3)This property was added to the tenant improvement phase as it was acquired upon completion of core/shell. In connection with this acquisition, we acquiredassumed the following development sitesunderlying ground lease for the property and recorded a right of use ground lease asset and ground lease liability of $46.4 million. We evaluated the ground lease and concluded it met the criteria to be classified as an operating lease. The discount rate used in two transactions from unrelated third parties. The acquisitions were funded from various sourcesdetermining the present value of liquidity including proceeds from the Company’s unsecured revolving credit facility, the issuance of debtminimum future lease payments was 3.97%. Refer to Note 18 “Commitments and the settlementContingencies” for further discussion of the Company’s 2018 forward equity sales agreements. During the year ended December 31, 2018, we acquired a development site adjacent to the 3 operating properties we acquired in January 2018, from an unrelated third party. The acquisition was funded with proceeds from the Company’s unsecured revolving credit facility and the Company’s at-the-market stock offering program.ground lease obligations.
| Project | Date of Acquisition | City/Submarket | Purchase Price (in millions) | |||||
| 2019 Acquisitions | ||||||||
1335 Broadway & 901 Park Boulevard, San Diego, CA (1) | August 19, 2019 | East Village | $ | 40.0 | ||||
Seattle CBD Project (2) | December 12, 2019 | Seattle CBD | 133.0 | |||||
| Total 2019 Acquisitions | $ | 173.0 | ||||||
| 2018 Acquisitions | ||||||||
Kilroy Oyster Point (3) | June 1, 2018 | South San Francisco | $ | 308.2 | ||||
| Total 2018 Acquisitions | $ | 308.2 | ||||||
Acquisition Costs
During the years ended December 31, 2019, 2018,2021, 2020, and 2017,2019, we capitalized $1.6$1.3 million, $3.8$0.3 million, and $4.6$1.6 million, respectively, of acquisition costs.
F - 29
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
4. Dispositions
Operating Property Dispositions
The following table summarizes the operating properties sold during the years ended December 31, 2019, 20182021, 2020 and 2017:2019:
| Location | Month of Disposition | Number of Buildings | Rentable Square Feet (unaudited) | Sales Price (in millions) (1) | ||||||||||||||||||||||
| 2021 Dispositions | ||||||||||||||||||||||||||
| 1800 Owens Street, San Francisco, CA (The Exchange on 16th) | March | 1 | 750,370 | $ | 1,081.5 | |||||||||||||||||||||
| 13280 & 13290 Evening Creek Drive South, San Diego, CA | December | 2 | 102,376 | 37.0 | ||||||||||||||||||||||
| Total 2021 Dispositions | 3 | 852,746 | $ | 1,118.5 | ||||||||||||||||||||||
| 2020 Dispositions | ||||||||||||||||||||||||||
| 331 Fairchild Drive, Mountain View, CA | December | 1 | 87,147 | $ | 75.9 | |||||||||||||||||||||
| Total 2020 Dispositions | 1 | 87,147 | $ | 75.9 | ||||||||||||||||||||||
| 2019 Dispositions | ||||||||||||||||||||||||||
| 2829 Townsgate Road, Thousand Oaks, CA | May | 1 | 84,098 | $ | 18.3 | |||||||||||||||||||||
| 2211 Michelson Drive, Irvine, CA | October | 1 | 271,556 | 115.5 | ||||||||||||||||||||||
| Total 2019 Dispositions | 2 | 355,654 | $ | 133.8 | ||||||||||||||||||||||
| Location | Month of Disposition | Number of Buildings | Rentable Square Feet (unaudited) | Sales Price (in millions) (1) | |||||||
| 2019 Dispositions | |||||||||||
| 2829 Townsgate Road, Thousand Oaks, CA | May | 1 | 84,098 | $ | 18.3 | ||||||
| 2211 Michelson Drive, Irvine, CA | October | 1 | 271,556 | 115.5 | |||||||
| Total 2019 Dispositions | 2 | 355,654 | $ | 133.8 | |||||||
| 2018 Dispositions | |||||||||||
| 1310-1327 Chesapeake Terrace, Sunnyvale, CA | November | 4 | 266,982 | $ | 160.3 | ||||||
Plaza Yarrow Bay Properties (2) | November | 4 | 279,924 | 134.5 | |||||||
| 23925, 23975, & 24025 Park Sorrento, Calabasas, CA | December | 3 | 225,340 | 78.2 | |||||||
| Total 2018 Dispositions | 11 | 772,246 | $ | 373.0 | |||||||
| 2017 Dispositions | |||||||||||
| 5717 Pacific Center Boulevard, San Diego, CA | January | 1 | 67,995 | $ | 12.1 | ||||||
Sorrento Mesa and Mission Valley Properties (3) | September | 10 | 675,143 | 174.5 | |||||||
| Total 2017 Dispositions | 11 | 743,138 | $ | 186.6 | |||||||
The total gains on the sales of the operating properties sold during the years ended December 31, 2021, 2020 and 2019 2018 and 2017 were $36.8$463.1 million, $142.9$35.5 million and $39.5$36.8 million, respectively.
Restricted Cash Related to Dispositions
F - 30
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
5. Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net
The following table summarizes our deferred leasing costs and acquisition-related intangible assets (acquired value of leasing costs, above-market operating leases, and in-place leases and below-market ground lease obligation)leases) and intangible liabilities (acquired value of below-market operating leases and above-market ground lease obligation)leases) as of December 31, 20192021 and 2018:2020:
| December 31, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Deferred Leasing Costs and Acquisition-related Intangible Assets, net: | |||||||||||
| Deferred leasing costs | $ | 285,247 | $ | 300,556 | |||||||
| Accumulated amortization | (107,329) | (104,277) | |||||||||
| Deferred leasing costs, net | 177,918 | 196,279 | |||||||||
| Above-market operating leases | 260 | — | |||||||||
| Accumulated amortization | (8) | — | |||||||||
| Above-market operating leases, net | 252 | — | |||||||||
| In-place leases | 80,782 | 40,323 | |||||||||
| Accumulated amortization | (24,494) | (25,653) | |||||||||
| In-place leases, net | 56,288 | 14,670 | |||||||||
| Total deferred leasing costs and acquisition-related intangible assets, net | $ | 234,458 | $ | 210,949 | |||||||
Acquisition-related Intangible Liabilities, net: (1) | |||||||||||
| Below-market operating leases | $ | 32,953 | $ | 26,405 | |||||||
| Accumulated amortization | (10,700) | (13,060) | |||||||||
| Below-market operating leases, net | 22,253 | 13,345 | |||||||||
| Total acquisition-related intangible liabilities, net | $ | 22,253 | $ | 13,345 | |||||||
| December 31, 2019 | December 31, 2018 | ||||||
| (in thousands) | |||||||
| Deferred Leasing Costs and Acquisition-related Intangible Assets, net: | |||||||
| Deferred leasing costs | $ | 286,026 | $ | 266,905 | |||
| Accumulated amortization | (100,145 | ) | (100,805 | ) | |||
| Deferred leasing costs, net | 185,881 | 166,100 | |||||
| Above-market operating leases | 611 | 2,836 | |||||
| Accumulated amortization | (116 | ) | (2,150 | ) | |||
| Above-market operating leases, net | 495 | 686 | |||||
| In-place leases | 58,076 | 66,526 | |||||
| Accumulated amortization | (31,647 | ) | (36,174 | ) | |||
| In-place leases, net | 26,429 | 30,352 | |||||
| Below-market ground lease obligation | — | 490 | |||||
| Accumulated amortization | — | (54 | ) | ||||
Below-market ground lease obligation, net (1) | — | 436 | |||||
| Total deferred leasing costs and acquisition-related intangible assets, net | $ | 212,805 | $ | 197,574 | |||
Acquisition-related Intangible Liabilities, net: (2) | |||||||
| Below-market operating leases | $ | 51,263 | $ | 53,523 | |||
| Accumulated amortization | (27,171 | ) | (29,978 | ) | |||
| Below-market operating leases, net | 24,092 | 23,545 | |||||
| Above-market ground lease obligation | — | 6,320 | |||||
| Accumulated amortization | — | (727 | ) | ||||
Above-market ground lease obligation, net (1) | — | 5,593 | |||||
| Total acquisition-related intangible liabilities, net | $ | 24,092 | $ | 29,138 | |||
The following table sets forth amortization related to deferred leasing costs and acquisition-related intangibles for the years ended December 31, 2019, 20182021, 2020 and 2017.2019.
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| (in thousands) | |||||||||||||||||
Deferred leasing costs (1) | $ | 32,472 | $ | 33,624 | $ | 35,779 | |||||||||||
Above-market operating leases (2) | 8 | 495 | 192 | ||||||||||||||
In-place leases (1) | 14,562 | 11,759 | 18,615 | ||||||||||||||
Below-market operating leases (3) | (6,912) | (10,748) | (9,398) | ||||||||||||||
| Total | $ | 40,130 | $ | 35,130 | $ | 45,188 | |||||||||||
____________________
(1) The amortization of deferred leasing costs and in-place leases is recorded to depreciation and amortization expense and the amortization of lease incentives is recorded as a reduction to rental income 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 below-market operating leases is recorded as an increase to rental income in the consolidated statements of operations for the periods presented.
F - 31
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (in thousands) | |||||||||||
Deferred leasing costs (1) | $ | 35,779 | $ | 34,341 | $ | 31,675 | |||||
Above-market operating leases (2) | 192 | 444 | 2,240 | ||||||||
In-place leases (1) | 18,615 | 15,915 | 18,650 | ||||||||
Below-market ground lease obligation (3) | — | 8 | 8 | ||||||||
Below-market operating leases (4) | (9,398 | ) | (10,192 | ) | (10,768 | ) | |||||
Above-market ground lease obligation (3) | — | (101 | ) | (101 | ) | ||||||
| Total | $ | 45,188 | $ | 40,415 | $ | 41,704 | |||||
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table sets forth the estimated annual amortization expense related to deferred leasing costs and acquisition-related intangibles as of December 31, 20192021 for future periods:
| Year | Deferred Leasing Costs | Above-Market Operating Leases (1) | In-Place Leases | Below-Market Operating Leases (2) | |||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| 2022 | $ | 29,959 | $ | 31 | $ | 31,016 | $ | (10,408) | |||||||||||||||
| 2023 | 25,432 | 31 | 11,802 | (4,356) | |||||||||||||||||||
| 2024 | 22,380 | 31 | 2,962 | (1,496) | |||||||||||||||||||
| 2025 | 20,363 | 31 | 2,927 | (1,475) | |||||||||||||||||||
| 2026 | 17,729 | 31 | 2,605 | (1,379) | |||||||||||||||||||
| Thereafter | 62,055 | 97 | 4,976 | (3,139) | |||||||||||||||||||
| Total | $ | 177,918 | $ | 252 | $ | 56,288 | $ | (22,253) | |||||||||||||||
| Year | Deferred Leasing Costs | Above-Market Operating Leases (1) | In-Place Leases | Below-Market Operating Leases (2) | |||||||||||
| (in thousands) | |||||||||||||||
| 2020 | 30,897 | 38 | 11,379 | (7,258 | ) | ||||||||||
| 2021 | 27,043 | 38 | 6,668 | (4,543 | ) | ||||||||||
| 2022 | 23,642 | 38 | 4,001 | (3,553 | ) | ||||||||||
| 2023 | 19,904 | 38 | 1,641 | (1,866 | ) | ||||||||||
| 2024 | 16,976 | 38 | 602 | (1,090 | ) | ||||||||||
| Thereafter | 67,419 | 305 | 2,138 | (5,782 | ) | ||||||||||
| Total | $ | 185,881 | $ | 495 | $ | 26,429 | $ | (24,092 | ) | ||||||
F - 32
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
6. Receivables
Current Receivables, net
Current receivables, net is primarily comprised of contractual rents and other lease-related obligations due from tenants. The balance consisted of the following as of December 31, 20192021 and 2018:2020:
| December 31, 2019 | December 31, 2018 | ||||||
| (in thousands) | |||||||
| Current receivables | $ | 27,660 | $ | 24,815 | |||
Allowance for uncollectible tenant receivables (1) | (1,171 | ) | (4,639 | ) | |||
| Current receivables, net | $ | 26,489 | $ | 20,176 | |||
| December 31, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Current receivables | $ | 16,448 | $ | 13,806 | |||||||
Allowance for uncollectible tenant receivables (1) | (2,062) | (1,799) | |||||||||
| Current receivables, net | $ | 14,386 | $ | 12,007 | |||||||
____________________
(1)Refer to Note 2 “Basis of Presentation and Significant Accounting Policies” for discussion of our accounting policies related to the allowance for uncollectible tenant receivables for additional information regarding changes in our allowance for uncollectible tenant receivables.
Deferred Rent Receivables, net
Deferred rent receivables, net consisted of the following as of December 31, 20192021 and 2018:2020:
| December 31, 2019 | December 31, 2018 | December 31, 2021 | December 31, 2020 | |||||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||
| Deferred rent receivables | $ | 339,489 | $ | 270,346 | Deferred rent receivables | $ | 406,277 | $ | 387,462 | |||||||||
Allowance for deferred rent receivables (1) | (1,552 | ) | (3,339 | ) | Allowance for deferred rent receivables (1) | (612) | (804) | |||||||||||
Deferred rent receivables, net | $ | 337,937 | $ | 267,007 | Deferred rent receivables, net | $ | 405,665 | $ | 386,658 | |||||||||
7. Prepaid Expenses and Other Assets, Net
Prepaid expenses and other assets, net consisted of the following at December 31, 20192021 and 2018:2020:
| December 31, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Furniture, fixtures and other long-lived assets, net | $ | 42,760 | $ | 43,367 | |||||||
| Prepaid expenses and deferred financing costs, net | 12,564 | 6,481 | |||||||||
| Other assets | 2,667 | 3,712 | |||||||||
| Total prepaid expenses and other assets, net | $ | 57,991 | $ | 53,560 | |||||||
| December 31, 2019 | December 31, 2018 | ||||||
| (in thousands) | |||||||
| Furniture, fixtures and other long-lived assets, net | $ | 35,286 | $ | 36,833 | |||
Notes receivable (1) | 1,651 | 2,113 | |||||
| Prepaid expenses | 18,724 | 13,927 | |||||
| Total prepaid expenses and other assets, net | $ | 55,661 | $ | 52,873 | |||
F - 33
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
8. Secured and Unsecured Debt of the Company
In this Note 8, the “Company” refers solely to Kilroy Realty Corporation and not to any of our subsidiaries. The Company itself does not hold any indebtedness. All of our secured and unsecured debt is held directly by the Operating Partnership.
The Company generally guarantees all the Operating Partnership’s unsecured debt obligations including the unsecured revolving credit facility the $150.0 million unsecured term loan facility and all of the unsecured senior notes. At December 31, 20192021 and 2018,2020, the Operating Partnership had $3.3$3.8 billion and $2.6$3.7 billion, respectively, outstanding in total, including unamortized discounts and deferred financing costs, under these unsecured debt obligations.
In addition, although the remaining $0.2 billion and $0.3 billionof the Operating Partnership’s debt as of December 31, 20192021 and 2018,2020, respectively, is secured and non-recourse to the Company, the Company provides limited customary secured debt guarantees for items such as voluntary bankruptcy, fraud, misapplication of payments and environmental liabilities.
Debt Covenants and Restrictions
One of the covenants contained within the unsecured revolving credit facility and the unsecured term loan facility as discussed further below in Note 9 prohibits the Company from paying dividends during an event of default in excess of an amount which results in distributions to us in an amount sufficient to permit us to pay dividends to our stockholders that we reasonably believe are necessary to (a) maintain our qualification as a REIT for federal and state income tax purposes and (b) avoid the payment of federal or state income or excise tax.
9. Secured and Unsecured Debt of the Operating Partnership
Secured Debt
The following table sets forth the composition of our secured debt as of December 31, 20192021 and 2018:2020:
Annual Stated Interest Rate (1) | GAAP Effective Rate (1)(2) | Maturity Date | December 31, | ||||||||||||||||||||||||||
| Type of Debt | 2021 | 2020 | |||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Mortgage note payable | 3.57% | 3.57% | December 2026 | $ | 163,435 | $ | 166,776 | ||||||||||||||||||||||
Mortgage note payable (3) | 4.48% | 4.48% | July 2027 | 85,588 | 87,589 | ||||||||||||||||||||||||
| Total secured debt | $ | 249,023�� | $ | 254,365 | |||||||||||||||||||||||||
| Unamortized deferred financing costs | (656) | (783) | |||||||||||||||||||||||||||
| Total secured debt, net | $ | 248,367 | $ | 253,582 | |||||||||||||||||||||||||
Annual Stated Interest Rate (1) | GAAP Effective Rate (1)(2) | Maturity Date | December 31, | ||||||||||
| Type of Debt | 2019 | 2018 | |||||||||||
| (in thousands) | |||||||||||||
| Mortgage note payable | 3.57% | 3.57% | December 2026 | $ | 170,000 | $ | 170,000 | ||||||
Mortgage note payable (3) | 4.48% | 4.48% | July 2027 | 89,502 | 91,332 | ||||||||
Mortgage note payable (3)(4) | 6.05% | 3.50% | June 2019 | — | 75,238 | ||||||||
| Total secured debt | $ | 259,502 | $ | 336,570 | |||||||||
| Unamortized Deferred Financing Costs | (909 | ) | (1,039 | ) | |||||||||
| Total secured debt, net | $ | 258,593 | $ | 335,531 | |||||||||
(2)Represents the effective interest rate including the amortization of initial issuance discounts/premiums excluding the amortization of deferred financing costs.
(3)The secured debt and the related properties that secure this 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.
The Operating Partnership’s secured debt was collateralized by operating properties with a combined net book value of approximately $251.2$212.0 million as of December 31, 2019.2021.
Although our mortgage loans are secured and non-recourse to the Company and the Operating Partnership, the Company provides limited customary secured debt guarantees for items such as voluntary bankruptcy, fraud, misapplication of payments and environmental liabilities.
F - 34
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As of December 31, 2019,2021, all of the Operating Partnership’s secured loans contained restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt. The mortgage notes payable are secured
by deeds of trust on certain of our properties and the assignment of certain rents and leases associated with those properties.
| Net Carrying Amount as of December 31, | |||||||||||||||
| Issuance date | Maturity date | Stated coupon rate | Effective interest rate (1) | 2019 | 2018 | ||||||||||
| (in thousands) | |||||||||||||||
3.050% Unsecured Senior Notes (2) | September 2019 | February 2030 | 3.050% | 3.064% | $ | 500,000 | $ | — | |||||||
| Unamortized discount and deferred financing costs | (5,998 | ) | — | ||||||||||||
| Net carrying amount | $ | 494,002 | $ | — | |||||||||||
4.750% Unsecured Senior Notes (3) | November 2018 | December 2028 | 4.750% | 4.800% | $ | 400,000 | $ | 400,000 | |||||||
| Unamortized discount and deferred financing costs | (4,446 | ) | (4,960 | ) | |||||||||||
| Net carrying amount | $ | 395,554 | $ | 395,040 | |||||||||||
4.350% Unsecured Senior Notes (4) | October 2018 | October 2026 | 4.350% | 4.350% | $ | 200,000 | $ | 200,000 | |||||||
| Unamortized discount and deferred financing costs | (1,186 | ) | (1,375 | ) | |||||||||||
| Net carrying amount | $ | 198,814 | $ | 198,625 | |||||||||||
4.300% Unsecured Senior Notes (4) | July 2018 | July 2026 | 4.300% | 4.300% | $ | 50,000 | $ | 50,000 | |||||||
| Unamortized discount and deferred financing costs | (290 | ) | (342 | ) | |||||||||||
| Net carrying amount | $ | 49,710 | $ | 49,658 | |||||||||||
3.450% Unsecured Senior Notes (5) | December 2017 | December 2024 | 3.450% | 3.470% | $ | 425,000 | $ | 425,000 | |||||||
| Unamortized discount and deferred financing costs | (2,907 | ) | (3,493 | ) | |||||||||||
| Net carrying amount | $ | 422,093 | $ | 421,507 | |||||||||||
3.450% Unsecured Senior Notes (6) | February 2017 | February 2029 | 3.450% | 3.450% | $ | 75,000 | $ | 75,000 | |||||||
| Unamortized discount and deferred financing costs | (390 | ) | (432 | ) | |||||||||||
| Net carrying amount | $ | 74,610 | $ | 74,568 | |||||||||||
3.350% Unsecured Senior Notes (6) | February 2017 | February 2027 | 3.350% | 3.350% | $ | 175,000 | $ | 175,000 | |||||||
| Unamortized discount and deferred financing costs | (825 | ) | (941 | ) | |||||||||||
| Net carrying amount | $ | 174,175 | $ | 174,059 | |||||||||||
4.375% Unsecured Senior Notes (7) | September 2015 | October 2025 | 4.375% | 4.444% | $ | 400,000 | $ | 400,000 | |||||||
| Unamortized discount and deferred financing costs | (3,185 | ) | (3,738 | ) | |||||||||||
| Net carrying amount | $ | 396,815 | $ | 396,262 | |||||||||||
4.250% Unsecured Senior Notes (8) | July 2014 | August 2029 | 4.250% | 4.350% | $ | 400,000 | $ | 400,000 | |||||||
| Unamortized discount and deferred financing costs | (5,100 | ) | (5,632 | ) | |||||||||||
| Net carrying amount | $ | 394,900 | $ | 394,368 | |||||||||||
3.800% Unsecured Senior Notes (9) | January 2013 | January 2023 | 3.800% | 3.800% | $ | 300,000 | $ | 300,000 | |||||||
| Unamortized discount and deferred financing costs | (834 | ) | (1,108 | ) | |||||||||||
| Net carrying amount | $ | 299,166 | $ | 298,892 | |||||||||||
| Total Unsecured Senior Notes, Net | $ | 2,899,839 | $ | 2,402,979 | |||||||||||
Unsecured Senior Notes - Registered Offerings
In September 2019,October 2021, the Operating Partnership issued $500.0$450.0 million of aggregate principal amount of green unsecured senior notes in a registered public offering. The outstanding balance of the unsecured senior notes is included in unsecured debt, net of an initial issuance discount of $0.6$0.2 million,, on our consolidated balance sheets. The unsecured senior notes, which are scheduled to mature on FebruaryNovember 15, 2030,2033, require semi-annual interest payments each FebruaryMay and AugustNovember based on a stated annual interest rate of 3.050%2.650%. The Operating Partnership may redeem the notes at any time prior to FebruaryAugust 15, 2030,2033, either in whole or in part, subject to the payment of an early redemption premium prior to a par call option period commencing three months prior to maturity.
In November 2018,October 2021, the Operating Partnership used a portion of the net proceeds from the issuance of the $450.0 million, 2.650% green unsecured senior notes to early redeem, at our option, the $300.0 million aggregate principal amount of our outstanding 3.800% unsecured senior notes that were scheduled to mature on January 15, 2023. In connection with the early redemption, we incurred a $12.2 million loss on early extinguishment of debt comprised of a $12.1 million premium paid to the note holders at the redemption date and a $0.1 million write-off of the unamortized discount and unamortized deferred financing costs.
In August 2020, the Operating Partnership issued $400.0$425.0 million of aggregate principal amount of green unsecured senior notes in a registered public offering. The outstanding balance of the unsecured senior notes is included in unsecured debt, net of an initial issuance discount of $1.5$2.7 million, on our consolidated balance sheets. The unsecured senior notes, which are scheduled to mature on DecemberNovember 15, 2028,2032, require semi-annual interest payments each JuneMay and DecemberNovember based on a stated annual interest rate of 4.750%2.500%. The Operating Partnership may redeem the notes at any time prior to DecemberAugust 15, 2028,2032, either in whole or in part, subject to the payment of an early redemption premium subjectprior to a par call option.option period commencing three months prior to maturity.
Unsecured Senior Notes - Private Placement
In May 2018,April 2020, the Operating Partnership entered into a note purchase agreement in a private placement (the “2018 Note Purchase Agreement”)Agreement in connection with the issuance and sale of $50.0$350.0 million principal amount of the Operating Partnership’s 4.30%4.270% Senior Notes Series A, due July 18, 2026January 31, 2031 (the “Series A“Notes due 2031”), pursuant to a private placement. The Notes due 2026”), and $200.0 million principal amount of the Operating Partnership’s 4.35% Senior Notes, Series B, due October 18, 2026 (the “Series B Notes due 2026” and, together with the Series A Notes, the “Series A and B Notes due 2026”), as shown in the table above. The Company drew the full amount of the Series A Notes due 2026 on July 18, 2018. On October 22, 2018, the Company drew the full amount of the Series B Notes due 2026. The Series A and B Notes due 20262031 mature on their respective due dates,date, unless earlier redeemed or prepaid pursuant to the terms of the 2018 Note Purchase Agreement. Interest on the Series ANotes is payable semi-annually in arrears in April and BOctober of each year.
Unsecured Senior Notes due 2026
The following table summarizes the balance and significant terms of the registered unsecured senior notes issued by the Operating Partnership and outstanding, including the issuances noted above, and including unamortized discounts of $7.4 millionand $8.3 million and unamortized deferred financing costs of $22.2 million and $21.6 million as of December 31, 2021 and 2020, respectively:
F - 35
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| Net Carrying Amount as of December 31, | |||||||||||||||||||||||||||||||||||
| Issuance date | Maturity date | Stated coupon rate | Effective interest rate (1) | 2021 | 2020 | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
2.650% Unsecured Senior Notes (2) | October 2021 | November 2033 | 2.650% | 2.654% | $ | 450,000 | $ | — | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (4,117) | — | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 445,883 | $ | — | |||||||||||||||||||||||||||||||
2.500% Unsecured Senior Notes (2) | August 2020 | November 2032 | 2.500% | 2.560% | $ | 425,000 | $ | 425,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (5,802) | (6,332) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 419,198 | $ | 418,668 | |||||||||||||||||||||||||||||||
4.270% Unsecured Senior Notes (3) | April 2020 | January 2031 | 4.270% | 4.270% | $ | 350,000 | $ | 350,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (1,644) | (1,825) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 348,356 | $ | 348,175 | |||||||||||||||||||||||||||||||
3.050% Unsecured Senior Notes (4) | September 2019 | February 2030 | 3.050% | 3.064% | $ | 500,000 | $ | 500,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (4,814) | (5,399) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 495,186 | $ | 494,601 | |||||||||||||||||||||||||||||||
4.750% Unsecured Senior Notes (5) | November 2018 | December 2028 | 4.750% | 4.800% | $ | 400,000 | $ | 400,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (3,457) | (3,952) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 396,543 | $ | 396,048 | |||||||||||||||||||||||||||||||
4.350% Unsecured Senior Notes (3) | October 2018 | October 2026 | 4.350% | 4.350% | $ | 200,000 | $ | 200,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (837) | (1,012) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 199,163 | $ | 198,988 | |||||||||||||||||||||||||||||||
4.300% Unsecured Senior Notes (3) | July 2018 | July 2026 | 4.300% | 4.300% | $ | 50,000 | $ | 50,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (202) | (246) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 49,798 | $ | 49,754 | |||||||||||||||||||||||||||||||
3.450% Unsecured Senior Notes (5) | December 2017 | December 2024 | 3.450% | 3.470% | $ | 425,000 | $ | 425,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (1,734) | (2,321) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 423,266 | $ | 422,679 | |||||||||||||||||||||||||||||||
3.450% Unsecured Senior Notes (6) | February 2017 | February 2029 | 3.450% | 3.450% | $ | 75,000 | $ | 75,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (304) | (347) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 74,696 | $ | 74,653 | |||||||||||||||||||||||||||||||
3.350% Unsecured Senior Notes (6) | February 2017 | February 2027 | 3.350% | 3.350% | $ | 175,000 | $ | 175,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (594) | (709) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 174,406 | $ | 174,291 | |||||||||||||||||||||||||||||||
4.375% Unsecured Senior Notes (7) | September 2015 | October 2025 | 4.375% | 4.444% | $ | 400,000 | $ | 400,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (2,077) | (2,631) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 397,923 | $ | 397,369 | |||||||||||||||||||||||||||||||
4.250% Unsecured Senior Notes (4) | July 2014 | August 2029 | 4.250% | 4.350% | $ | 400,000 | $ | 400,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | (4,035) | (4,567) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | 395,965 | $ | 395,433 | |||||||||||||||||||||||||||||||
3.800% Unsecured Senior Notes (8) | January 2013 | January 2023 | 3.800% | 3.800% | $ | — | $ | 300,000 | |||||||||||||||||||||||||||
| Unamortized discount and deferred financing costs | — | (560) | |||||||||||||||||||||||||||||||||
| Net carrying amount | $ | — | $ | 299,440 | |||||||||||||||||||||||||||||||
| Total Unsecured Senior Notes, Net | $ | 3,820,383 | $ | 3,670,099 | |||||||||||||||||||||||||||||||
____________________
(1)Represents the effective interest rate including the amortization of initial issuance discounts, excluding the amortization of deferred financing costs.
(2)Interest on these notes is payable semi-annually in arrears on May 15th and November 15th of each year.
(3)Interest on these notes is payable semi-annually in arrears on April 1818th and October 1818th of each year beginningyear.
(4)Interest on these notes is payable semi-annually in arrears on February 15th and August 15th of each year.
(5)Interest on these notes is payable semi-annually in arrears on June 15th and December 15th of each year.
(6)Interest on these notes is payable semi-annually in arrears on February 17th and August 17th of each year.
(7)Interest on these notes is payable semi-annually in arrears on April 18, 2019. As1st and October 1st of December 31, 2019, thereeach year.
(8)Interest on these notes was $50.0 millionpayable semi-annually in arrears on January 15th and $200.0 million issued and outstanding aggregate principal amountJuly 15th of Series A and Series B Notes due 2026, respectively.
each year. In connection with the issuance of the Series A and B Notes due 2026, the Company entered into an agreement whereby it will guarantee the payment byOctober 2021, the Operating Partnership of all amounts due with respect to the Series A and B Notes due 2026 and the performance by the Operating Partnership of its obligations under the 2018 Note Purchase Agreement.early redeemed these notes.
F - 36
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Unsecured Revolving Credit Facility
In April 2021, the Operating Partnership amended and Term Loan Facilityrestated the terms of its unsecured revolving credit facility. The amendment and restatement increased the size of the unsecured revolving credit facility from $750.0 million to $1.1 billion, reduced the borrowing costs, extended the maturity date of the unsecured revolving credit facility to July 2025, with 2 six-month extension options, and added a sustainability-linked pricing component whereby the interest rate is lowered by 0.01% if certain sustainability performance targets are met. The LIBOR replacement provisions of the unsecured revolving credit facility permit the use of rates based on the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York.
The following table summarizes the balance and terms of our unsecured revolving credit facility as of December 31, 20192021 and 2018:2020:
| December 31, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Outstanding borrowings | $ | — | $ | — | |||||||
| Remaining borrowing capacity | 1,100,000 | 750,000 | |||||||||
Total borrowing capacity (1) | $ | 1,100,000 | $ | 750,000 | |||||||
Interest rate (2) | 1.00 | % | 1.14 | % | |||||||
Facility fee-annual rate (3) | 0.200% | ||||||||||
| Maturity date | July 2025 | July 2022 | |||||||||
| December 31, 2019 | December 31, 2018 | ||||||
| (in thousands) | |||||||
| Outstanding borrowings | $ | 245,000 | $ | 45,000 | |||
| Remaining borrowing capacity | 505,000 | 705,000 | |||||
Total borrowing capacity (1) | $ | 750,000 | $ | 750,000 | |||
Interest rate (2) | 2.76 | % | 3.48 | % | |||
Facility fee-annual rate (3) | 0.200% | ||||||
| Maturity date | July 2022 | ||||||
The Company intends to borrow under the unsecured revolving credit facility from time to time for general corporate purposes, to finance development and redevelopment expenditures, to fund potential acquisitions and to potentially repay long-term debt.debt and to supplement cash balances given uncertainties and volatility in market conditions.
F - 37
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| December 31, 2019 | December 31, 2018 | ||||||
| (in thousands) | |||||||
| Outstanding borrowings | $ | 150,000 | $ | 150,000 | |||
| Remaining borrowing capacity | — | — | |||||
Total borrowing capacity (1) | $ | 150,000 | $ | 150,000 | |||
Interest rate (2) | 2.85 | % | 3.49 | % | |||
| Undrawn facility fee-annual rate | 0.200% | ||||||
| Maturity date | July 2022 | ||||||
Debt Covenants and Restrictions
The unsecured revolving credit facility, the unsecured term loan facility, the unsecured senior notes, including the Series A and B Notes due 2026 and Series A and B Notes due 2027 and 2029private placement notes, and certain other secured debt arrangements contain covenants and restrictions requiring us to meet certain financial ratios and reporting requirements. Some of the more restrictive financial covenants include a maximum ratio of total debt to total asset value, a minimum fixed-charge coverage ratio, a minimum unsecured debt ratio and a minimum unencumbered asset pool debt service coverage ratio. Noncompliance with one or more of the covenants and restrictions could result in the full principal balance of the associated debt becoming immediately due and payable. We believe we were in compliance with all of our debt covenants as of December 31, 20192021 and 2018.2020.
Debt Maturities
The following table summarizes the stated debt maturities and scheduled amortization payments as of December 31, 2019:2021:
| Year | (in thousands) | ||
| 2020 | $ | 5,137 | |
| 2021 | 5,342 | ||
| 2022 | 400,554 | ||
| 2023 | 305,775 | ||
| 2024 | 431,006 | ||
| Thereafter | 2,431,688 | ||
Total aggregate principal value (1) | $ | 3,579,502 | |
| Year | (in thousands) | ||||
| 2022 | $ | 5,554 | |||
| 2023 | 5,775 | ||||
| 2024 | 431,006 | ||||
| 2025 | 406,246 | ||||
| 2026 | 401,317 | ||||
| Thereafter | 2,849,125 | ||||
Total aggregate principal value (1) | $ | 4,099,023 | |||
________________________
(1) Includes gross principal balance of outstanding debt before the effect of the following at December 31, 2021: $22.9 million of unamortized deferred financing costs for the unsecured senior notes and secured debt and $7.4 million of unamortized discounts for the unsecured senior notes.
Capitalized Interest and Loan Fees
The following table sets forth gross interest expense, including debt discount/premium and deferred financing cost amortization, net of capitalized interest, for the years ended 2019, 2018December 31, 2021, 2020 and 2017.2019. The interest expense capitalized was recorded as a cost of development and redevelopment and increased the carrying value of undeveloped land and construction in progress.
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (in thousands) | |||||||||||
| Gross interest expense | $ | 129,778 | $ | 117,789 | $ | 112,577 | |||||
| Capitalized interest and deferred financing costs | (81,241 | ) | (68,068 | ) | (46,537 | ) | |||||
| Interest expense | $ | 48,537 | $ | 49,721 | $ | 66,040 | |||||
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Gross interest expense | $ | 158,756 | $ | 150,325 | $ | 129,778 | |||||||||||
| Capitalized interest and deferred financing costs | (80,201) | (79,553) | (81,241) | ||||||||||||||
| Interest expense | $ | 78,555 | $ | 70,772 | $ | 48,537 | |||||||||||
F - 38
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
10. Deferred Revenue and Acquisition-Related Intangible Liabilities, net
Deferred revenue and acquisition-related intangible liabilities, net consisted of the following at December 31, 20192021 and 2018:2020:
| December 31, | December 31, | |||||||||||||||||
| 2019 | 2018 | 2021 | 2020 | |||||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||
| Deferred revenue related to tenant-funded tenant improvements | $ | 96,271 | $ | 104,558 | Deferred revenue related to tenant-funded tenant improvements | $ | 108,002 | $ | 88,645 | |||||||||
| Other deferred revenue | 19,125 | 15,950 | Other deferred revenue | 40,896 | 26,533 | |||||||||||||
Acquisition-related intangible liabilities, net (1) | 24,092 | 29,138 | Acquisition-related intangible liabilities, net (1) | 22,253 | 13,345 | |||||||||||||
| Total | $ | 139,488 | $149,646 | Total | $ | 171,151 | $128,523 | |||||||||||
(1)See Note 5 “Deferred Leasing Costs and Acquisition-Related Intangible Assets and Liabilities, net” for additional information regarding our acquisition-related intangible liabilities.
Deferred Revenue Related to Tenant-funded Tenant Improvements
During the years ended December 31, 2021, 2020, and 2019, 2018, and 2017, $19.2$16.5 million, $18.4$22.5 million and $16.8$19.2 million, respectively, of deferred revenue related to tenant-funded tenant improvements was amortized and recognized as rental income. The following is the estimated amortization of deferred revenue related to tenant-funded tenant improvements as of December 31, 20192021 for the next five years and thereafter:
| Year Ending | (in thousands) | ||
| 2020 | $ | 16,935 | |
| 2021 | 15,426 | ||
| 2022 | 14,320 | ||
| 2023 | 12,553 | ||
| 2024 | 10,318 | ||
| Thereafter | 26,719 | ||
| Total | $ | 96,271 | |
| Year Ending | (in thousands) | ||||
| 2022 | $ | 18,331 | |||
| 2023 | 16,620 | ||||
| 2024 | 14,483 | ||||
| 2025 | 11,771 | ||||
| 2026 | 10,148 | ||||
| Thereafter | 36,649 | ||||
| Total | $ | 108,002 | |||
F - 39
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
11. Noncontrolling Interests on the Company’s Consolidated Financial Statements
Common Units of the Operating Partnership
The Company owned a 98.1% and 98.0%99.0% common general partnership interest in the Operating Partnership as of December 31, 20192021 and 2018, respectively.2020. The remaining 1.9% and 2.0%1.0% common limited partnership interest as of December 31, 20192021 and 2018, respectively,2020 was owned by non-affiliated investors and certain of our executive officers and directors in the form of noncontrolling common units. There were 2,023,287 and 2,025,2871,150,574 common units outstanding held by these investors, executive officers and directors as of December 31, 20192021 and 2020, respectively. 2018, respectively. The decrease in the common units from December 31, 2018 to December 31, 2019 was attributable to 2,000 common unit redemptions.
The noncontrolling common units may be redeemed by unitholders for cash. Except under certain circumstances, we, at our option, may satisfy the cash redemption obligation with shares of the Company’s common stock on a 1-for-one basis. If satisfied in cash, the value for each noncontrolling common unit upon redemption is the amount equal to the average of the closing quoted price per share of the Company’s common stock, par value $.01 per share, as reported on the NYSE for the 10 trading days immediately preceding the applicable redemption date. The aggregate value upon redemption of the then-outstanding noncontrolling common units was $167.7$76.2 million and $126.4$65.4 million as of December 31, 20192021 and 2018,2020, respectively. This redemption value does not necessarily represent the amount that would be distributed with respect to each noncontrolling common unit in the event of our termination or liquidation. In the event of our termination or liquidation, it is expected in most cases that each common unit would be entitled to a liquidating distribution equal to the liquidating distribution payable in respect of each share of the Company’s common stock.
Noncontrolling Interest in Consolidated Property Partnerships
In August 2016, the Operating Partnership entered into agreements with Norges Bank Real Estate Management (“NBREM”) whereby NBREM made contributions, through two REIT subsidiaries, for a 44% common equity interest in two existing companies that owned the Company’s 100 First Street and 303 Second Street office properties located in San Francisco, California. The transactions did not meet the criteria to qualify as sales of real estate because the Company continues to effectively control the properties and therefore continued to account for the 100 First Street and 303 Second Street office properties on a consolidated basis in its financial statements. At formation, the Company accounted for the transactions as equity transactions and recognized noncontrolling interests in its consolidated balance sheets.
The noncontrolling interests in 100 First LLC and 303 Second LLC as of December 31, 20192021 and 20182020 were $189.6$190.7 million and $186.4$191.9 million, respectively. The remaining amount of noncontrolling interests in consolidated property partnerships represents the third party equity interest in Redwood LLC. This noncontrolling interest was $5.8$5.4 million and $6.05.6 million as of December 31, 20192021 and 2018,2020, respectively.
12. Noncontrolling Interests on the Operating Partnership’s Consolidated Financial Statements
Consolidated Property Partnerships
In August 2016, the Operating Partnership entered into agreements with NBREM whereby NBREM made contributions, through two REIT subsidiaries, for a 44% common equity interest in two existing companies that owned the Company’s 100 First Street and 303 Second Street office properties located in San Francisco, California. Refer to Note 11 for additional information regarding these consolidated property partnerships.
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
13. Stockholders’ Equity of the Company
Common Stock
On May 19, 2020, the Company’s stockholders approved a proposal to amend and restate the Company’s charter to increase the number of authorized shares of common stock that the Company has the authority to issue from 150,000,000 shares to 280,000,000 shares.
Forward Equity Sale Agreements
On February 18, 2020, the Company entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an offering of5,000,000 5,750,000 shares of common stock at an initial gross offering price of $360.5$494.5 million, or $72.10$86.00 per share, before underwriting discounts, commissions and offering expenses. The forward purchasers borrowed and sold an aggregate of 5,000,0005,750,000 shares of common stock in the offering. The Company did not receive any proceeds from the sale of its shares of common stock by the forward purchasers at the time of the offering.
In July 2019, the Company physically settled forward equity sale agreements entered into in August 2018 with certain financial institutions acting as forward purchasers in connection with an offering of 5,000,000 shares of common stock at an initial gross offering price of $360.5 million, or $72.10 per share, before underwriting discounts, commissions and offering expenses. Upon settlement, the Company issued 5,000,000 shares of common stock for net proceeds of $354.3 million and contributed the net proceeds to the Operating Partnership in exchange for an equal number of units in the Operating Partnership.
At-The-Market Stock Offering Programs
Under our current at-the-market stock offering programs,program, which commenced in December 2014 and June 2018, we may offer and sell shares of our common stock from time to time in “at-the-market” offerings. During the year ended December 31, 2018, the Company completed its existing at-the-market stock offering program (the “2014 At-The-Market Program”) under which we sold an aggregate of $300.0 million in gross sales of shares. In June 2018, the Company commenced a new at-the-market stock offering program (the “2018 At-The-Market Program”) under which we may offer and sell shares of our common stock withhaving an aggregate gross sales price of up to $500.0 million.millionfrom time to time in “at-the-market” offerings. In connection with the 2018 At-The-Market Program,at-the-market program, the Company may also, at its discretion, enter into forward equity sale agreements. The use of forward equity sale agreements would allowallows the Company to lock in a share price on the sale of shares of our common stock at the time an agreement is executed, but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. Since commencement of the at-the-market program through December 31, 2021, we have sold 3,594,576 shares of common stock. The Company did not complete any direct sales of common stock under the program during the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021, we may offer and sell shares of our common stock having an aggregate gross sales price up to approximately $214.2 million. Actual future sales will depend upon a variety of factors, including, but not limited to, market conditions, the trading price of the Company's common stock and our capital needs. We have no obligation to sell the remaining shares available for sale.
During the year ended December 31, 2019, we executed various 12-month forward equity sale agreements under the 2018 Programat-the-market program with financial institutions acting as forward purchasers to sell 3,147,110 shares of common stock at a weighted average sales price of $80.08 per share before underwriting discounts, commissions and offering expenses. The Company did not directly sell any shares of our common stock under the 2018 At-The-Market Program during the year and did not receive any proceeds from the sale of its shares of common stock by forward purchasers at the forward purchasers. Thetime of sale. In March 2020, the Company currently expects to fully physically settle thesettled all forward equity sale agreements and receive cash proceeds upon one or more settlement dates, at the Company’s discretion, prior to the final settlement datesentered into in the first quarter of 2020 through the first quarter of 2021, at which time we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward equity sale agreement multiplied by the relevant forward price per share. The weighted average forward sale price that we expect to receive upon physical settlement of the agreements will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchasers’ stock borrowing costs and (iii) scheduled dividends during the term of the agreements. We have not settled any portion of these forward equity sale agreements as of the date of this filing.2019. Upon physical settlement, the Company will contributeissued 3,147,110 shares of common stock for net proceeds of $247.3 million and contributed the net proceeds from the issuance of shares of our common stock to the Operating Partnership in exchange for an equal number of units in the Operating Partnership. We did not enter into any forward equity sale agreements under our at-the-market program during the years ended December 31, 2021 and 2020.
F - 41
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table sets forth information regarding direct salessettlements of our common stockforward equity sale agreements under our at-the-market offering programsprogram for the yearsyear ended December 31, 2018 and 2017:2020:
| Year Ended December 31, | |||||||
| 2018 | 2017 | ||||||
| (in millions, except share data) | |||||||
| Shares of common stock sold during the period | 1,817,195 | 235,077 | |||||
| Weighted average price per share of common stock | $ | 73.64 | $ | 75.40 | |||
| Aggregate gross proceeds | $ | 133.8 | $ | 17.7 | |||
| Aggregate net proceeds after selling commissions | $ | 132.1 | $ | 17.5 | |||
| Year Ended December 31, 2020 | |||||||||||||||||
| (in millions, except share and per share data) | |||||||||||||||||
| Shares of common stock sold during the period | 3,147,110 | ||||||||||||||||
| Weighted average price per share of common stock | $ | 80.08 | |||||||||||||||
| Aggregate gross proceeds | $ | 252.0 | |||||||||||||||
| Aggregate net proceeds after selling commissions | $ | 247.3 | |||||||||||||||
The proceeds from sales were used to fund acquisitions, development expenditures and general corporate purposes including repayment of borrowings under the unsecured revolving credit facility.purposes.
Common Stock Repurchases
Accrued Dividends and Distributions
The following tables summarize accrued dividends and distributions for the noted outstanding shares of common stock and noncontrolling units as of December 31, 20192021 and 2018:2020:
| December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| (in thousands) | |||||||||||
| Dividends and Distributions payable to: | |||||||||||
| Common stockholders | $ | 60,561 | $ | 58,018 | |||||||
| Noncontrolling common unitholders of the Operating Partnership | 598 | 575 | |||||||||
RSU holders (1) | 691 | 838 | |||||||||
| Total accrued dividends and distribution to common stockholders and noncontrolling unitholders | $ | 61,850 | $ | 59,431 | |||||||
| December 31, | |||||||
| 2019 | 2018 | ||||||
| (in thousands) | |||||||
| Dividends and Distributions payable to: | |||||||
| Common stockholders | $ | 51,418 | $ | 45,840 | |||
| Noncontrolling common unitholders of the Operating Partnership | 981 | 922 | |||||
RSU holders (1) | 820 | 797 | |||||
| Total accrued dividends and distribution to common stockholders and noncontrolling unitholders | $ | 53,219 | $ | 47,559 | |||
| December 31, | December 31, | |||||||||||||||
| 2019 | 2018 | 2021 | 2020 | |||||||||||||
| Outstanding Shares and Units: | Outstanding Shares and Units: | |||||||||||||||
Common stock (1) | 106,016,287 | 100,746,988 | ||||||||||||||
| Common stock | Common stock | 116,464,169 | 116,035,827 | |||||||||||||
| Noncontrolling common units | 2,023,287 | 2,025,287 | Noncontrolling common units | 1,150,574 | 1,150,574 | |||||||||||
RSUs (2) | 1,651,905 | 1,711,628 | ||||||||||||||
RSUs (1) | RSUs (1) | 1,292,802 | 1,638,026 | |||||||||||||
(1)The amount includes nonvested RSUs. Does not include 976,464 and 873,709 market measure-based RSUs because not all the necessary performance conditions have been met as of December 31, 2021 and 2020, respectively. Refer to Note 15 “Share-Based and Other Compensation” for additional information.
F - 42
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Common Units
Issuance of Common Units
In March 2020, the Company physically settled the forward equity sale agreements entered into in February 2020 (see Note 13 “Stockholders’ Equity of the Company”). Upon settlement, the Company issued 5,750,000 shares of common stock for net proceeds of $474.9 million and contributed the net proceeds to the Operating Partnership in exchange for 5,750,000 common units.
In July 2019, the Company physically settled the forward equity sale agreements entered into in August 2018 (see Note 13 “Stockholders’ Equity of the Company”). Upon settlement, the Company issued 5,000,000 shares of common stock for net proceeds of $354.3 million and contributed the net proceeds to the Operating Partnership in exchange for 5,000,000 common units.
At-The-Market Stock Offering Program
The Company did not issue any shares of common stock under its at-the-market stock offering program and did not contribute any shares of common stock to the Operating Partnership during the year ended December 31, 2021. In March 2020, the Company physically settled all forward equity sale agreements entered into in 2019. Upon settlement, the Company issued 3,147,110 shares of common stock for net proceeds of $247.3 million and contributed the net proceeds to the Operating Partnership in exchange for an equal number of units in the Operating Partnership. The Company did not issue any shares of common stock under its at-the-market programs and did not contribute any shares of common stock to the Operating Partnership during the year ended December 31, 2019. During the years ended December 31, 2018 and 2017, the Company utilized its at-the-market stock offering programs to issue shares of common stock. See Note 13 “Stockholders’ Equity of the Company” for additional information. The net offering proceeds contributed by the Company to the Operating Partnership in exchange for common units for the yearsyear ended December 31, 2019, 2018 and 2017 2020are as follows:
| Year Ended December 31, 2020 | ||||||||
| (in millions except share and per share data) | ||||||||
| Shares of common stock contributed by the Company | 3,147,110 | |||||||
| Common units exchanged for shares of common stock by the Company | 3,147,110 | |||||||
| Aggregate gross proceeds | $ | 252.0 | ||||||
| Aggregate net proceeds after selling commissions | $ | 247.3 | ||||||
| Year Ended December 31, | |||||||
| 2018 | 2017 | ||||||
| (in millions, except share and per share data) | |||||||
| Shares of common stock contributed by the Company | 1,817,195 | 235,077 | |||||
| Common units exchanged for shares of common stock by the Company | 1,817,195 | 235,077 | |||||
| Aggregate gross proceeds | $ | 133.8 | $ | 17.7 | |||
| Aggregate net proceeds after selling commissions | $ | 132.1 | $ | 17.5 | |||
Common Units Outstanding
The following table sets forth the number of common units held by the Company and the number of common units held by non-affiliated 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:
| December 31, 2021 | December 31, 2020 | ||||||||||
| Company owned common units in the Operating Partnership | 116,464,169 | 116,035,827 | |||||||||
| Company owned general partnership interest | 99.0 | % | 99.0 | % | |||||||
| Noncontrolling common units of the Operating Partnership | 1,150,574 | 1,150,574 | |||||||||
| Ownership interest of noncontrolling interest | 1.0 | % | 1.0 | % | |||||||
| December 31, 2019 | December 31, 2018 | ||||
| Company owned common units in the Operating Partnership | 106,016,287 | 100,746,988 | |||
| Company owned general partnership interest | 98.1 | % | 98.0 | % | |
| Noncontrolling common units of the Operating Partnership | 2,023,287 | 2,025,287 | |||
| Ownership interest of noncontrolling interest | 1.9 | % | 2.0 | % | |
For a further discussion of the noncontrolling common units during the years ended December 31, 20192021 and 2018,2020, refer to Note 11 “Noncontrolling Interests on the Company’s Consolidated Financial Statements.”
| December 31, 2019 | December 31, 2018 | ||||||
| (in thousands) | |||||||
| Distributions payable to: | |||||||
| General partner | $ | 51,418 | $ | 45,840 | |||
| Common limited partners | 981 | 922 | |||||
RSU holders (1) | 820 | 797 | |||||
| Total accrued distributions to common unitholders | $ | 53,219 | $ | 47,559 | |||
| December 31, 2019 | December 31, 2018 | ||||
| Outstanding Units: | |||||
| Common units held by the general partner | 106,016,287 | 100,746,988 | |||
| Common units held by the limited partners | 2,023,287 | 2,025,287 | |||
RSUs (1) | 1,651,905 | 1,711,628 | |||
F - 4443
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following tables summarize accrued distributions for the noted common units as of December 31, 2021 and 2020:
| December 31, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Distributions payable to: | |||||||||||
| General partner | $ | 60,561 | $ | 58,018 | |||||||
| Common limited partners | 598 | 575 | |||||||||
RSU holders (1) | 691 | 838 | |||||||||
| Total accrued distributions to common unitholders | $ | 61,850 | $ | 59,431 | |||||||
_____________________
(1)The amount includes the value of the dividend equivalents that will be paid with additional RSUs (see Note 15 “Share-Based and Other Compensation” for additional information).
| December 31, 2021 | December 31, 2020 | ||||||||||
| Outstanding Units: | |||||||||||
| Common units held by the general partner | 116,464,169 | 116,035,827 | |||||||||
| Common units held by the limited partners | 1,150,574 | 1,150,574 | |||||||||
RSUs (1) | 1,292,802 | 1,638,026 | |||||||||
_____________________
(1)Does not include 976,464 and 873,709 market measure-based RSUs because not all the necessary performance conditions have been met as of December 31, 2021 and 2020, respectively. Refer to Note 15 “Share-Based and Other Compensation” for additional information.
F - 44
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
15. Share-Based and Other Compensation
Stockholder Approved Share-Based Incentive Compensation Plan
As of December 31, 2019,2021, we maintained one1 share-based incentive compensation plan, the Kilroy Realty 2006 Incentive Award Plan, as amended (the “2006 Plan”). The Company has a currently effective registration statement registering 9.210.7 million shares of our common stock for possible issuance under our 2006 Incentive Award Plan. As of December 31, 2019,2021, approximately 0.41.4 million shares were available for grant under the 2006 Plan. The calculation of shares available for grant is presented after taking into account a reserve for a sufficient number of shares to cover the vesting and payment of 2006 Plan awards that were outstanding on that date, including performance-based vesting awards at (i) levels actually achieved for the performance conditions (as defined below) for which the performance period has been completed and (ii) at maximum levels for the other performance and market conditions (as defined below) for awards still in a performance period.
The Executive Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Executive Compensation Committee”) may grant the following share-based awards to eligible individuals, as provided under the 2006 Plan: incentive stock options, nonqualified stock options, restricted stock (nonvested shares), stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units (“RSUs”), profit interest units, performance bonus awards, performance-based awards and other incentive awards. For each award granted under our share-based incentive compensation programs, the Operating Partnership simultaneously issues to the Company a number of common units equal to the number of shares of common stock ultimately paid by the Company in respect of such awards.
2021, 2020 and 2019 Annual Performance-Based RSU Grants
During each of the yearthree years in the period ended December 31, 2019, 10,733 2019 Time-Based RSUs, 24,353 2019 Performance-Based RSUs and 98,844 time vest and performance RSUs that were granted in prior years were forfeited.
F - 45
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Each Performance-Based RSUs”) and 99,020 RSUs that areRSU represents the right to receive one share of our common stock in the future, subject to, time-based vesting requirements (the “2017 Time-Based RSUs”). Additionally, during 2017, 43,081and as modified by, the Company’s level of achievement of the applicable performance and market conditions. The fair values for the awards with market conditions were calculated using a Monte Carlo simulation pricing model based on the assumptions in the table below. The determination of the fair value of the 2021, 2020 and 2019 Performance-Based RSUs were grantedtakes into consideration the likelihood of achievement of the 2021, 2020 and 2019 Market Condition and the share price on the grant date of the 2021, 2020 and 2019 Performance-Based RSUs, respectively, as discussed above. The following table summarizes the estimated number of RSUs earned for the 2021 and 2020 Performance-Based RSUs and the actual number of RSUs earned for the 2019 Performance-Based RSUs and the assumptions utilized in the Monte Carlo simulation pricing models:
| 2021 | 2020 | 2019 | |||||||||||||||
| Service vesting period | February 18, 2021 - January, 2024 | January 31, 2020 - January, 2023 | February 1, 2019 - January, 2022 | ||||||||||||||
| Target RSUs granted | 172,430 | 154,267 | 143,396 | ||||||||||||||
Estimated RSUs earned (1) | 281,333 | 188,102 | 220,151 | ||||||||||||||
| Fair Value Assumptions: | |||||||||||||||||
| Valuation date | February 18, 2021 | January 31, 2020 | February 1, 2019 | ||||||||||||||
| Fair value on valuation date (in millions) | $10.6 | $12.9 | $10.2 | ||||||||||||||
Fair value per share on valuation date (2) | $63.93 | $84.54 | $72.57 | ||||||||||||||
| Expected share price volatility | 35.0 | % | 17.0 | % | 19.0 | % | |||||||||||
| Risk-free interest rate | 0.20 | % | 1.35 | % | 2.48 | % | |||||||||||
_____________________
(1)Estimated RSUs earned for the 2021 Performance-Based RSUs are based on the actual achievement of the 2021 FFO Performance Condition and assumes the target level of achievement for the 2021 Debt to EBITDA Ratio Performance Condition and the boardtarget level of directorsachievement of the 2021 Market Condition. Estimated RSUs earned for the 2020 Performance-Based RSUs are based on the actual achievement of the 2020 FFO Performance Condition and certain membersassume target level achievement of management subjectthe 2020 Market Condition and maximum level of achievement of the 2020 Debt to time vesting requirements.EBITDA Ratio Performance Condition. The 2019 Performance-Based RSUs earned are based on actual performance of the 2019 Performance Conditions and the 2019 Market Condition.
(2)For one participant, the fair value per share on the valuation date for their 2021, 2020, and 2019 Performance-Based RSUs is $66.95, $85.52 and $73.18, respectively.
The computation of expected volatility was based on a blend of the historical volatility of our shares of common stock over a period of twice the remaining performance period as of the grant date and implied volatility data based on the observed pricing of six month publicly-traded options on shares of our common stock. The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury STRIP securities in effect at February 18, 2021, January 31, 2020, and February 1, 2019.
December 2018 Market-Based RSU Grant
In connection with entering into an amended employment agreement (the “Amended Employment Agreement”), on December 27, 2018, the Executive Compensation Committee awarded John Kilroy, the Chairman of the Board of Directors and Chief Executive Officer of the Company and the Operating Partnership, 266,130 RSUs (at the target level of performance) that are subject to market-based vesting requirements, providing an additional retention incentive during the term of the agreement and enticing Mr. Kilroy to delay his retirement. In addition to Mr. Kilroy’s award, the Executive Compensation Committee awarded 80,647 RSUs (at the target level of performance), subject to market-based vesting requirements, to certain members of management (together totaling 346,777 target RSUs with Mr. Kilroy’s award, the “December 2018 Market-Based RSUs”). Between 0% and 200% of 75% of the total 346,777 target number of December 2018 Market-Based RSUs will bebecame eligible to vest based on the Company’s relative total shareholder return (“TSR”) versus a comparative group of companies that consist of companies incomprised what was previously the SNL US REIT Office Index, over the performance period. Anperiod ended December 31, 2021 (consisting of calendar years 2019 through 2021). This 2019-2021 initial TSR market condition was achieved at 0% for all participants. As a result, none of the initial number of RSUs (the “Initial Number of RSUs”) will be determined at the end were earned as
F - 46
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
of December 31, 2021 based on a three year performance period (2019 through 2021). Once the Initial Numberfor all participants. Therefore, between 0% and 200% of RSUs is determined, 75%100% of the Initial Number of RSUs will be scheduledeligible to vest on January 5, 2022. The remaining 25% of the Initial Number of RSUs will be scheduled to vest on January 5, 2023,earned subject to adjustment based on the Company’s relative TSR for the entire four-year performance period (2019(consisting of calendar years 2019 through 2022). The December 2018 Market-Based RSUs are also subject to service vesting requirements through the scheduled vestvesting dates.
Each December 2018 Market-Based RSU represents the right to receive one share of our common stock in the future, subject to, and as modified by, the Company’s level of achievement of the applicable market conditions. The December 27, 2018 grant date fair value of the December 2018 Market-Based RSUs was $23.8 million. The fair value was calculated using a Monte Carlo simulation pricing model based on the assumptions in the table below. For the yearyears ended December 31, 2020, 2019 and 2018, we recorded compensation expense based upon the $68.66 grant date fair value per share. Compensation expense for the December 2018 Market-Based RSUs is recognized using a graded vesting approach, where 75% of the fair value will bewas recognized on a straight-line basis over the three-year initial performance period through the end of 2021, and the remaining 25% of the fair value will be recognized on a straight-line basis over the four-year final performance period through the end of 2022. The following table summarizes the assumptions utilized in the Monte Carlo simulation pricing models:
| December 2018 Market-Based RSU Award Fair Value Assumptions | ||||||||
| Valuation date | December 27, 2018 | |||||||
| Fair value per share on valuation date | $68.66 | |||||||
| Expected share price volatility | 23.0% | |||||||
| Risk-free interest rate | 2.4% | |||||||
The computation of expected volatility was based on a blend of the historical volatility of our shares of common stock over a period of twice the performance period and implied volatility data based on the observed pricing of six month publicly-traded options on shares of our common stock. The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury STRIP securities in effect at December 27, 2018.
A summary of our performance and market-measure based RSU Grantsactivity from January 1, 2021 through December 31, 2021 is presented below:
| Nonvested RSUs | Vested RSUs | Total RSUs | |||||||||||||||||||||
| Amount | Weighted-Average Fair Value Per Share | ||||||||||||||||||||||
| Outstanding at January 1, 2021 | 873,709 | $ | 72.06 | 46,775 | 920,484 | ||||||||||||||||||
| Granted | 281,333 | 57.85 | 46,430 | 327,763 | |||||||||||||||||||
| Vested | (204,238) | 67.55 | 204,238 | — | |||||||||||||||||||
Settled (1) | — | — | (298,871) | (298,871) | |||||||||||||||||||
Issuance of dividend equivalents (2) | 26,760 | 66.14 | 1,431 | 28,191 | |||||||||||||||||||
| Forfeited | (1,100) | 68.66 | (3) | (1,103) | |||||||||||||||||||
Outstanding as of December 31, 2021 (3) | 976,464 | $ | 68.75 | — | 976,464 | ||||||||||||||||||
(1)Represents vested RSUs that vest (which may be more or less than the target number) will be based upon (1) the achievement of pre-set FFO per share goals for the year ending December 31, 2019 that applies to 100% of the Performance-Based RSUs awarded (the “2019 FFO Performance Condition”) and (2) a performance measure that applies to 50% of the award based upon a measurewere settled in shares of the Company’s average debtcommon stock. Total shares settled include 141,601 shares that were tendered in accordance with the terms of the 2006 Plan to EBITDA ratio for the three year performance period (the “2019 Debt to EBITDA Ratio Performance Condition”) and a market measure that appliessatisfy minimum statutory tax withholding requirements related to the other 50%RSUs settled. We accept the return of RSUs at the award based upon the relative rankingcurrent quoted closing share price of the Company’s total stockholder returncommon stock to satisfy tax obligations.
(2)Represents the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.
(3)Outstanding RSUs as of December 31, 2021 represent the actual achievement of the FFO performance conditions and assumes target levels for the three yearmarket and other performance period comparedconditions. The number of restricted stock units ultimately earned is subject to the total stockholder returns of an established comparison group of companieschange based upon actual performance over the same period (the “2019 Market Condition”). The 2019 Performance-Based RSUsthree-year vesting period. Dividend equivalents earned will vest along with the underlying award and are also subject to a three year service vesting provision (the “service vesting condition”) and are scheduled to cliff vestchanges based on the date the final vesting percentage is determined following the end of the three year performance period under the awards. The 2019 FFO Performance Condition was achieved at 175% of target for one participant and 150% of target for all other participants. The number of 2019 Performance-Based RSUs ultimately earned could fluctuate from the target number of 2019 Performance-Based RSUs granted based upon the levels of achievement for the 2019 Debt to EBITDA Ratioeach underlying award.
F - 4647
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| 2019 Performance-Based RSUs | 2018 Performance-Based RSUs | 2017 Performance-Based RSUs | ||||||
| Service vesting period | February 1, 2019 - January, 2022 | February 14, 2018 - January, 2021 | February 24, 2017 - January, 2020 | |||||
| Target RSUs granted | 143,396 | 158,205 | 130,956 | |||||
Estimated RSUs earned (1) | 229,095 | 262,242 | 142,581 | |||||
| Date of valuation | February 1, 2019 | February 14, 2018 | February 24, 2017 | |||||
| 2019 Award Fair Value Assumptions | 2018 Award Fair Value Assumptions | 2017 Award Fair Value Assumptions | |||
| Valuation date | February 1, 2019 | February 14, 2018 | February 24, 2017 | ||
| Fair value per share on valuation date | $72.57 | $70.08 | $80.89 | ||
| Expected share price volatility | 19.0% | 20.0% | 21.0% | ||
| Risk-free interest rate | 2.48% | 2.37% | 1.39% | ||
| RSUs Granted | RSUs Vested | ||||||||||||||||||||||
| Years ended December 31, | Non-Vested RSUs Granted (1) | Weighted-Average Fair Value Per Share | Vested RSUs | Total Vest-Date Fair Value (in thousands) | |||||||||||||||||||
| 2021 | 281,333 | $ | 57.85 | (252,098) | $ | 14,299 | |||||||||||||||||
| 2020 | 154,267 | 85.08 | (270,054) | 19,471 | |||||||||||||||||||
| 2019 | 231,191 | 71.12 | (265,737) | 18,703 | |||||||||||||||||||
(1), we recorded compensation expense based upon the $70.08 fair value per share at February 14, 2018. Compensation expense will be variable for the portion of the 2018 Performance-BasedNon-vested RSUs subject to the 2018 Debt to EBITDA Performance Condition, based upon the outcome of that condition. For the years ended December 31, 2019, 2018 and 2017, we recorded compensation expense for the portion of the 2017 Performance-Based RSUs subject to the 2017 Market Condition based upon the $80.89 fair value per share at February 24, 2017 and for the portion of the 2017 Performance-Based RSUs subject to the 2017 Debt to EBITDA Ratio Performance Condition,granted are based on the stock price at dateactual achievement of grant multiplied by the 142,581 RSUs, which is net of forfeitures, estimated to be earned at December 31, 2019.FFO performance conditions and assumes target level achievement for the market and other performance conditions.
Annual 2019, 20182021, 2020 and 20172019 and December 2018 Time-Based RSU Grants
During each of the three years in the period ended December 31, 2021, the Executive Compensation Committee granted awards to certain officers of the Company under the 2006 Plan that are subject to time-based vesting requirements (“Time-Based RSUs”). The annual 2019, 2018 and 2017 Time-Based RSUs are scheduled to vest in 3 equal annual installments over the periods listed below. The 2019 Time-Based RSUs are scheduled to vestAdditionally, at the time Mr. Kilroy’s Amended Employment Agreement was executed in three equal annual installments beginning on January 5, 2020 through January 5, 2022. The December 2018, Time-Based RSUs were granted that are scheduled to vest 50% on January 5, 2022 and 50% on January 5, 2023. Compensation expense for the December 2018annual 2021, 2020 and annual 2019 2018 and 2017 Time-Based RSUs is recognized on a straight-line basis over the requisite service period, which is generally the explicit service period. However, for one1 participant there wasis a shorter service period for their 2017 and 20182021 Time-Based RSUs.RSUs due to clauses that render a portion of the vesting conditions to be non-substantive. Each Time-Based RSU represents the right to receive one share of our common stock in the future, subject to continued employment through the applicable vesting date.date, unless accelerated upon separation of employment, provided certain conditions are met. The total fair value of the Time-Based RSUs is based on the Company'sCompany’s closing share price on the NYSE on the respective fair valuation dates as detailed in the table below:
| 2021 Time-Based RSU Grant | 2020 Time-Based RSU Grant | 2019 Time-Based RSU Grant | December 2018 Time-Based RSU Grant | ||||||||||||||||||||
| Service vesting period | January & February 2021 - January 5, 2024 | January 31, 2020 - January 5, 2023 | February 1, 2019 - January 5, 2022 | December 27, 2018 - January 5, 2023 | |||||||||||||||||||
| RSUs granted | 160,277 | 109,359 | 144,982 | 298,384 | |||||||||||||||||||
| Fair value on valuation date (in millions) | $ | 9.1 | $ | 9.0 | $ | 10.1 | $ | 18.5 | |||||||||||||||
| Weighted average fair value per share | $ | 57.07 | $ | 82.57 | $ | 69.89 | $ | 62.00 | |||||||||||||||
| Date of valuation | January 29, February 18, 2021 | January 31, 2020 | February 1, 2019 | December 27, 2018 | |||||||||||||||||||
2019 Time-Based RSU Grant | December 2018 Time-Based RSU Grant | 2018 Time-Based RSU Grant (1) | 2017 Time-Based RSU Grant (2) | ||||||||||||
| Service vesting period | February 1, 2019 - January 5, 2022 | December 27, 2018 - January 5, 2023 | January & February 2018 - January 5, 2021 | February 2017 - January 5, 2020 | |||||||||||
| Fair value on valuation date (in millions) | $ | 10.1 | $ | 18.5 | $ | 8.4 | $ | 7.5 | |||||||
| Fair value per share | $ | 69.89 | $ | 62.00 | $ | 70.37 | $ | 73.30 | |||||||
| Date of fair valuation | February 1, 2019 | December 27, 2018 | January & February 2018 | February 2017 | |||||||||||
| Nonvested RSUs | Vested RSUs | Total RSUs | ||||||||||
| Amount | Weighted-Average Fair Value Per Share | |||||||||||
| Outstanding at January 1, 2019 | 1,018,337 | $ | 67.29 | 35,761 | 1,054,098 | |||||||
| Granted | 231,191 | 71.12 | 1,155 | 232,346 | ||||||||
| Vested | (261,990 | ) | 57.08 | 261,990 | — | |||||||
Settled (1) | — | (264,814 | ) | (264,814 | ) | |||||||
Issuance of dividend equivalents (2) | 23,254 | 74.11 | 2,592 | 25,846 | ||||||||
| Forfeited | (78,117 | ) | 70.07 | (5 | ) | (78,122 | ) | |||||
Outstanding as of December 31, 2019 (3) | 932,675 | $ | 71.04 | 36,679 | 969,354 | |||||||
F - 4948
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| RSUs Granted | RSUs Vested | ||||||||||||
| Years ended December 31, | Non-Vested RSUs Granted (1) | Weighted-Average Fair Value Per Share | Vested RSUs | Total Vest-Date Fair Value (in thousands) | |||||||||
| 2019 | 231,191 | $ | 71.12 | (265,737 | ) | $ | 18,703 | ||||||
| 2018 | 601,012 | 68.51 | (265,918 | ) | 18,906 | ||||||||
| 2017 | 170,994 | 78.97 | (194,991 | ) | 14,270 | ||||||||
Summary of Time-Based RSUs
A summary of our time-based RSU activity from January 1, 20192021 through December 31, 20192021 is presented below:
| Nonvested RSUs | Vested RSUs | Total RSUs | |||||||||||||||||||||
| Amount | Weighted Average Fair Value Per Share | ||||||||||||||||||||||
| Outstanding at January 1, 2021 | 494,365 | $ | 67.97 | 1,096,886 | 1,591,251 | ||||||||||||||||||
| Granted | 172,181 | 57.83 | — | 172,181 | |||||||||||||||||||
| Vested | (118,704) | 71.05 | 118,704 | — | |||||||||||||||||||
Settled (1) | — | — | (486,941) | (486,941) | |||||||||||||||||||
Issuance of dividend equivalents (2) | 15,587 | 67.18 | 26,134 | 41,721 | |||||||||||||||||||
| Forfeited | (23,700) | 67.99 | — | (23,700) | |||||||||||||||||||
Canceled (3) | — | — | (1,710) | (1,710) | |||||||||||||||||||
| Outstanding as of December 31, 2021 | 539,729 | $ | 64.03 | 753,073 | 1,292,802 | ||||||||||||||||||
____________________
| Nonvested RSUs | Vested RSUs | Total RSUs | ||||||||||
| Amount | Weighted Average Fair Value Per Share | |||||||||||
| Outstanding at January 1, 2019 | 586,779 | $ | 65.87 | 1,089,088 | 1,675,867 | |||||||
| Granted | 153,005 | 70.31 | — | 153,005 | ||||||||
| Vested | (153,464 | ) | 67.26 | 153,464 | — | |||||||
Settled (1) | (198,183 | ) | (198,183 | ) | ||||||||
Issuance of dividend equivalents (2) | 13,341 | 74.72 | 28,755 | 42,096 | ||||||||
| Forfeited | (55,813 | ) | 68.71 | — | (55,813 | ) | ||||||
Canceled (3) | (1,746 | ) | (1,746 | ) | ||||||||
| Outstanding as of December 31, 2019 | 543,848 | $ | 66.66 | 1,071,378 | 1,615,226 | |||||||
(3)For shares vested but not yet settled, we accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy minimum statutory tax-withholding requirements related to either the settlement or vesting of RSUs in accordance with the terms of the 2006 Plan.
A summary of our time-based RSU activity for the years ended December 31, 2019, 20182021, 2020 and 20172019 is presented below:
| RSUs Granted | RSUs Vested | ||||||||||||||||||||||
| Year ended December 31, | Non-Vested RSUs Issued | Weighted-Average Grant Date Fair Value Per Share | Vested RSUs | Total Vest-Date Fair Value (1) (in thousands) | |||||||||||||||||||
| 2021 | 172,181 | $ | 57.83 | (144,838) | $ | 8,605 | |||||||||||||||||
| 2020 | 120,769 | 79.74 | (208,608) | 15,066 | |||||||||||||||||||
| 2019 | 153,005 | 70.31 | (182,219) | 12,227 | |||||||||||||||||||
| RSUs Granted | RSUs Vested | ||||||||||||
| Year ended December 31, | Non-Vested RSUs Issued | Weighted-Average Grant Date Fair Value Per Share | Vested RSUs | Total Vest-Date Fair Value (1) (in thousands) | |||||||||
| 2019 | 153,005 | $ | 70.31 | (182,219 | ) | $ | 12,277 | ||||||
| 2018 | 437,216 | 64.21 | (214,131 | ) | 14,768 | ||||||||
| 2017 | 142,101 | 74.91 | (228,095 | ) | 16,735 | ||||||||
| (1) Total fair value of RSUs vested was calculated based on the quoted closing share price of the Company’s common stock on the NYSE on the day of vesting. Excludes the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement. |
| Shares Granted | Shares Vested | ||||||||||
| Years ended December 31, | Nonvested Shares Issued | Weighted-Average Grant Date Fair Value Per Share | Vested Shares | Total Fair Value at Vest Date (1) (in thousands) | |||||||
| 2018 | — | — | (22,884 | ) | 1,652 | ||||||
| 2017 | — | — | (24,261 | ) | 1,781 | ||||||
Share-Based Compensation Cost Recorded During the Period
The total compensation cost for all share-based compensation programs was $32.8$41.0 million, $35.9$37.6 million and $26.3$32.8 million for the years ended December 31, 2019, 20182021, 2020 and 2017,2019, respectively. Share-based compensation costs for the year ended December 31, 2020 include $4.5 million of accelerated share-based compensation costs related to severance packages, including for the departure of an executive officer. Of the total share-based compensation costs, $5.8$7.2 million, $8.0$7.4 million and $7.3$5.8 million was capitalized as part of real estate assets and for 2018 and 2017, deferred leasing costs, for the years ended December 31, 2019, 20182021, 2020 and 2017,2019, respectively. As of December 31, 2019,2021, there was approximately $50.5$23.6 million of total unrecognized compensation cost related to nonvested incentive awards granted under share-based compensation arrangements that is expected to be recognized over a weighted-average period of 2.11.6 years. The remaining compensation cost related to these nonvested incentive awards had been recognized in periods prior to December 31, 2019.2021. The $50.5$23.6 million of unrecognized compensation costs does not reflect the future compensation cost related to share-based awards that were granted subsequent to December 31, 20192021.
F - 49
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
16. Employee Benefit Plans
401(k) Plan
We have a retirement savings plan designed to qualify under Section 401(k) of the Code (the “401(k) Plan”). Our employees are eligible to participate in the 401(k) Plan on the first day of the month after three months of service. The 401(k) Plan allows eligible employees (“401(k) Participants”) to defer up to 60% of their eligible compensation on a pre-tax basis, subject to certain maximum amounts allowed by the Code. The 401(k) Plan provides for a matching contribution by the Company in an amount equal to 50 cents of each one dollar of participant contributions up to a maximum of 10% of the 401(k) Participant’s annual salary. 401(k) Participants vest immediately in the amounts contributed by us. For each of the years ended December 31, 2019, 2018,2021, 2020, and 2017,2019, we contributed $1.6 million,$1.5 million, $1.6 million and $1.3$1.6 million, respectively, to the 401(k) Plan.
Deferred Compensation Plan
In 2007, we adopted the Deferred Compensation Plan, under which directors and certain management employees may defer receipt of their compensation, including up to 70% of their salaries and up to 100% of their director fees and bonuses, as applicable. In addition, employee participants will receive mandatory Company contributions to their Deferred Compensation Plan accounts equal to 10% of their gross monthly salaries, without regard to whether such employees elect to defer salary or bonus compensation under the Deferred Compensation Plan. Our Board may, but has no obligation to, approve additional discretionary contributions by the Company to Participant accounts. We hold the Deferred Compensation Plan assets in a limited rabbi trust, which is subject to the claims of our creditors in the event of bankruptcy or insolvency.
See Note 19 “Fair Value Measurements and Disclosures” for further discussion of our Deferred Compensation Plan assets as of December 31, 20192021 and 2018.2020. Our liability of $27.0$27.4 million at December 31, 2021 and $21.7 million2020 under the Deferred Compensation Plan was fully funded as of December 31, 20192021 and 2018, respectively.
F - 50
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
17. Rental Income and Future Minimum Rent
Our rental income is primarily comprised of payments defined under leases and are either subject to scheduled fixed increases or adjustments in rent based on the Consumer Price Index.Additionally, rental income includes variable payments for tenant reimbursements of property-related expenses and payments based on a percentage of tenant’s sales.
The table below sets forth the allocation of rental income between fixed and variable payments and collectability reversals for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Fixed lease payments | $ | 826,883 | $ | 786,860 | |||||||
| Variable lease payments | 123,544 | 124,443 | |||||||||
Net collectability reversals (1) | (1,433) | (18,997) | |||||||||
| Total rental income | $ | 948,994 | $ | 892,306 | |||||||
____________________
(1)Represents adjustments to rental income related to our assessment of the collectability of amounts due under leases with our tenants, including allowances for uncollectible receivables (refer to Note 6 “Receivables” for additional information) and leases deemed not probable of collection under Topic 842. For the year ended December 31, 2021, the adjustments are reduced by the recognition of deferred rent balances associated with tenants restored from a cash basis of revenue recognition to an accrual basis to revenue recognition.
We have operating leases with tenants that expire at various dates through2043 2044 and are either subject to scheduled fixed increases or adjustments in rent based on the Consumer Price Index. Generally, the leases grant tenants renewal options. Leases also provide for additional rents based on certain operating expenses. Future contractual minimum rent under operating leases, which includes amounts contractually due from leases that are on a cash basis of reporting due to creditworthiness considerations, as of December 31, 2019 for future periods is summarized as follows:
| Year Ending | (in thousands) | ||
| 2020 | $ | 675,636 | |
| 2021 | 728,736 | ||
| 2022 | 785,239 | ||
| 2023 | 769,294 | ||
| 2024 | 727,399 | ||
| Thereafter | 4,054,487 | ||
Total (1) | $ | 7,740,791 | |
| Year Ending | (in thousands) | ||||
| 2022 | $ | 791,090 | |||
| 2023 | 810,679 | ||||
| 2024 | 770,892 | ||||
| 2025 | 724,452 | ||||
| 2026 | 678,857 | ||||
| Thereafter | 2,862,122 | ||||
Total (1) | $ | 6,638,092 | |||
| Year Ending | (in thousands) | ||
| 2019 | $ | 566,783 | |
| 2020 | 632,875 | ||
| 2021 | 631,835 | ||
| 2022 | 620,684 | ||
| 2023 | 586,371 | ||
| Thereafter | 3,240,143 | ||
Total (1) | $ | 6,278,691 | |
F - 5251
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
18. Commitments and Contingencies
General
As of December 31, 2021, we had commitments of approximately $868.0 million, excluding our ground lease commitments, for contracts and executed leases directly related to our operating, development and redevelopment properties.
Ground Leases
During the year ended December 31, 2021, we acquired the land underlying a historical ground lease (refer to Note 3 “Acquisitions” for further information). The following table summarizes our properties that are held subject to long-term noncancellable ground lease obligations and the respective contractual expiration dates:
dates at December 31, 2021:
| Property | Contractual Expiration Date (1) | ||||
701, 801 and 837 N. 34th Street, Seattle, WA (2) | December 2041 | ||||
| 1701 Page Mill Road and 3150 Porter Drive, Palo Alto, CA | December 2067 | ||||
| Kilroy Airport Center Phases I, II, and III, Long Beach, CA | July 2084 | ||||
3243 S. La Cienega Boulevard, Los Angeles, CA | October 2106 | ||||
200 W. 6th Street, Austin, TX (3) | |||||
____________________
(1) Reflects the contractual expiration date prior to the impact of any extension or purchase options held by the Company. |
(2) The Company has 3 10-year and 1 45-year extension options for this ground lease, which if exercised would extend the expiration date to December 2116. These extension options are not assumed to be exercised in our calculation of the present value of the future minimum lease payments for this lease.
(3) We entered into this ground lease in connection with an operating property acquisition in 2021. Refer to Note 3 “Acquisitions” for additional information.
To determine the discount rates used to calculate the present value of the minimum future lease payments for our ground leases, we used a hypothetical curve derived from unsecured corporate borrowing rates over the lease term. The weighted average discount rate used to determine the present value of our minimum lease payments was 4.65%. As of December 31, 2019,2021, the weighted average remaining lease term of our ground leases is 5565 years. For the yearyears ended December 31, 2021, 2020 and 2019, variable lease costs totaling $2.9$2.6 million,$3.0 million and$2.9 million, respectively, were recorded to ground leases expense on our consolidated statements of operations.
The minimum commitment under our ground leases as of December 31, 20192021 for future periods is as follows:
| Year Ending | (in thousands) | ||||
| 2022 | $ | 6,441 | |||
| 2023 | 6,496 | ||||
| 2024 | 6,531 | ||||
| 2025 | 6,567 | ||||
| 2026 | 6,604 | ||||
| Thereafter | 373,943 | ||||
Total undiscounted cash flows (1)(2)(3)(4)(5)(6) | $ | 406,582 | |||
| Present value discount | (281,032) | ||||
| Ground lease liabilities | $ | 125,550 | |||
(1)Excludes contingent future rent payments based on gross income or adjusted gross income and reflects the minimum ground lease obligations before the impact of ground lease extension options.
(2) One of our ground lease obligations is subject to a fair market value adjustment every five years; however, the lease includes ground rent subprotection and infrastructure rent credits which currently limit our annual rental obligations to $1.0 million. The contractual obligations for that ground lease included above assumes the lesser of $1.0 million or annual lease rental obligation in effect as of December 31, 2021.
(3) One of our ground lease obligations is subject to a fair market value adjustment every five years based on a combination of CPI adjustments and thereafterthird-party appraisals limited to maximum increases annually. The contractual obligations for that lease included above assume the current annual ground lease obligation in effect at December 31, 2021 for the remainder of the lease term since we cannot predict future adjustments.
(4) One of our ground lease obligations includes a component which is asbased on the percentage of adjusted gross income that exceeds the minimum ground rent. The minimum rent is subject to increases every 10 years by an amount equal to 60% of the average annual percentage rent for the previous three years. The contractual obligations for this lease included above assume the current annual ground lease obligation in effect at December 31, 2021 for the remainder of the lease term since we cannot predict future adjustments.
| Year Ending | (in thousands) | ||
| 2020 | 5,641 | ||
| 2021 | 5,641 | ||
| 2022 | 5,642 | ||
| 2023 | 5,662 | ||
| 2024 | 5,662 | ||
| Thereafter | 286,385 | ||
Total undiscounted cash flows (1)(2)(3)(4)(5)(6) | $ | 314,633 | |
| Present value discount | (216,233 | ) | |
| Ground lease liabilities | $ | 98,400 | |
F - 5352
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(6) One of our ground lease obligations is subject to fixed 2% ground rent increases every year, with ground rent resets occurring every ten years based on CPI. The contractual obligations for that lease included above assume increases for the remaining current ten-year period based on the current annual ground lease obligation in effect at December 31, 20182021 and no subsequent changes for the remainder of the lease term since we cannot predict future periods is summarized as follows:CPI adjustments.
| Year Ending | (in thousands) | ||
| 2019 | $ | 5,154 | |
| 2020 | 5,154 | ||
| 2021 | 5,154 | ||
| 2022 | 5,154 | ||
| 2023 | 5,154 | ||
| Thereafter | 233,619 | ||
Total (1)(2)(3)(4)(5) | $ | 259,389 | |
Environmental Matters
We follow the policy of monitoringevaluating all of our properties, including acquisition, development, and existing stabilized portfolio properties, for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist, we are not currently aware of any undisclosed environmental liability with respect to our stabilized portfolio properties that would have a material adverse effect on our financial condition, results of operations and cash flow, or that we believe would require additional disclosure or the recording of a loss contingency.
As of December 31, 20192021 and 2018,2020, we had accrued environmental remediation liabilities of approximately $80.7$75.2 million and $83.2$71.3 million, respectively, recorded on our consolidated balance sheets in connection with certain of our in-process and future development projects. The accrued environmental remediation liabilities represent the remaining costs we estimate we will incur prior to and during the development process at various development acquisition sites. These estimates, which we developed with the assistance of third party experts, consist primarily of the removal of contaminated soil, treatment of contaminated groundwater in connection with dewatering efforts, performing environmental closure activities, constructing remedial systems, and other related costs since wethat are required to dispose of any existing contaminated soil, and sometimes perform other environmental closure or remedial activities,necessary when we develop new buildings at these sites.
We record estimated environmental remediation obligations for acquired properties at the acquisition date when we are aware of such costs and when such costs are probable of being incurred and can be reasonably estimated. Estimated costs related to development environmental remediation liabilities are recorded as an increase to the cost of the development project. Actual costs are recorded as a decrease to the liability when incurred. These accruals are adjusted as an increase or decrease to the development project costs and as an increase or decrease to the accrued environmental remediation liability if we obtain further information or circumstances change. The environmental remediation obligations recorded at December 31, 20192021 and 20182020 were not discounted to their present values since the amount and timing of cash payments are not fixed. It is possible that we could incur additional environmental remediation costs in connection with these development projects. However, potential additional environmental costs for these development projects cannot be reasonably estimated at this time and certain changes in estimates could occur as the site conditions, final project timing, design elements, actual soil conditions and other aspects of the projects, which may depend upon municipal and other approvals beyond the control of the Company, are determined.
Other than the accrued environmental liabilities discussed above, we are not aware of any unasserted claims and assessments with respect to an environmental liability that we believe would require additional disclosure or the recording of an additional loss contingency.
Litigation
We and our properties are subject to litigation arising in the ordinary course of business. To our knowledge, neither we nor any of our properties are presently subject to any litigation or threat of litigation which, if determined unfavorably to us, would have a material adverse effect on our cash flow, financial condition, or results of operations.
Insurance
We maintain commercial general liability, auto liability, employers’ liability, umbrella/excess liability, special form property, difference in conditions including earthquake and flood, environmental, rental loss, and terrorism insurance covering all of our properties. Management believes the policy specifications and insured limits are reasonable given the relative risk of loss, the cost of the coverage, and industry practice. We do not carry insurance for generally uninsurable losses such as loss from governmental action, nuclear hazard, and war and military action. Policies are subject to various terms, conditions, and exclusions and some policies may involve large deductibles or co-payments.
F - 53
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
19. Fair Value Measurements and Disclosures
Assets and Liabilities Reported at Fair Value
The only assets we record at fair value on our consolidated financial statements are the marketable securities related to our Deferred Compensation Plan (see Note 16 “Employee Benefit Plans” for additional information). The following table sets forth the fair value of our marketable securities as of December 31, 20192021 and 2018:2020:
Fair Value (Level 1) (1) | |||||||||||
| 2021 | 2020 | ||||||||||
| Description | (in thousands) | ||||||||||
Marketable securities (2) | $ | 27,475 | $ | 27,481 | |||||||
Fair Value (Level 1) (1) | |||||||
| 2019 | 2018 | ||||||
| Description | (in thousands) | ||||||
Marketable securities (2) | $ | 27,098 | $ | 21,779 | |||
(2)The marketable securities are held in a limited rabbi trust. |
We report the change in the fair value of the marketable securities at the end of each accounting period in interest income and other net investment (losses) gainsgain in the consolidated statements of operations.
We also adjust the related Deferred Compensation Plan liability to fair value at the end of each accounting period based on the performance of the benchmark funds selected by each participant, which results in a corresponding increase or decrease to compensation cost included in general and administrative expenses on our consolidated statements of operations for the period.
The following table sets forth the net (loss) gain on marketable securities recorded during the years ended December 31, 2019, 20182021, 2020 and 2017:2019:
| December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Description | (in thousands) | ||||||||||
| Net gain (loss) on marketable securities | $ | 3,885 | $ | (1,851 | ) | $ | 3,023 | ||||
| December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Description | (in thousands) | ||||||||||||||||
| Net gain on marketable securities | $ | 3,612 | $ | 2,864 | $ | 3,885 | |||||||||||
Financial Instruments Disclosed at Fair Value
The following table sets forth the carrying value and the fair value of our other financial instruments as of December 31, 20192021 and 2018:2020:
| December 31, | |||||||||||||||
| 2019 | 2018 | ||||||||||||||
| Carrying Value | Fair Value (1) | Carrying Value | Fair Value (1) | ||||||||||||
| (in thousands) | |||||||||||||||
| Liabilities | |||||||||||||||
| Secured debt, net | $ | 258,593 | $ | 272,997 | $ | 335,531 | $ | 335,885 | |||||||
| Unsecured debt, net | 3,049,185 | 3,252,217 | 2,552,070 | 2,546,386 | |||||||||||
| Unsecured line of credit | 245,000 | 245,195 | 45,000 | 45,058 | |||||||||||
| December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Carrying Value | Fair Value (1) | Carrying Value | Fair Value (1) | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Secured debt, net | $ | 248,367 | $ | 269,687 | $ | 253,582 | $ | 282,559 | |||||||||||||||
| Unsecured debt, net | 3,820,383 | 4,105,408 | 3,670,099 | 4,089,339 | |||||||||||||||||||
F - 5654
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
20. Net Income Available to Common Stockholders Per Share of the Company |
The following table reconciles the numerator and denominator in computing the Company’s basic and diluted per-share computations for net income available to common stockholders for the years ended December 31, 2019, 20182021, 2020 and 2017:2019:
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| (in thousands, except unit and per unit amounts) | |||||||||||||||||
| Numerator: | |||||||||||||||||
| Net income attributable to common stockholders | $ | 628,144 | $ | 187,105 | $ | 195,443 | |||||||||||
Allocation to participating securities (1) | (1,516) | (2,229) | (2,119) | ||||||||||||||
| Numerator for basic and diluted net income available to common stockholders | $ | 626,628 | $ | 184,876 | $ | 193,324 | |||||||||||
| Denominator: | |||||||||||||||||
| Basic weighted average vested shares outstanding | 116,429,130 | 113,241,341 | 103,200,568 | ||||||||||||||
| Effect of dilutive securities | 519,513 | 478,281 | 648,600 | ||||||||||||||
| Diluted weighted average vested shares and common stock equivalents outstanding | 116,948,643 | 113,719,622 | 103,849,168 | ||||||||||||||
| Basic earnings per share: | |||||||||||||||||
| Net income available to common stockholders per share | $ | 5.38 | $ | 1.63 | $ | 1.87 | |||||||||||
| Diluted earnings per share: | |||||||||||||||||
| Net income available to common stockholders per share | $ | 5.36 | $ | 1.63 | $ | 1.86 | |||||||||||
_____________________
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (in thousands, except unit and per unit amounts) | |||||||||||
| Numerator: | |||||||||||
| Net income attributable to Kilroy Realty Corporation | $ | 195,443 | $ | 258,415 | $ | 164,612 | |||||
| Total preferred dividends | — | — | (13,363 | ) | |||||||
Allocation to participating securities (1) | (2,119 | ) | (2,004 | ) | (1,975 | ) | |||||
| Numerator for basic and diluted net income available to common stockholders | $ | 193,324 | $ | 256,411 | $ | 149,274 | |||||
| Denominator: | |||||||||||
| Basic weighted average vested shares outstanding | 103,200,568 | 99,972,359 | 98,113,561 | ||||||||
| Effect of dilutive securities | 648,600 | 510,006 | 613,770 | ||||||||
| Diluted weighted average vested shares and common stock equivalents outstanding | 103,849,168 | 100,482,365 | 98,727,331 | ||||||||
| Basic earnings per share: | |||||||||||
| Net income available to common stockholders per share | $ | 1.87 | $ | 2.56 | $ | 1.52 | |||||
| Diluted earnings per share: | |||||||||||
| Net income available to common stockholders per share | $ | 1.86 | $ | 2.55 | $ | 1.51 | |||||
Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common shares, including stock options, RSUs, shares issuable under executed forward equity sale agreements, if any, and other securities are considered in our diluted earnings per share calculation for the years ended December 31, 2019, 2018,2021, 2020, and 2017.2019. Certain market measure-based RSUs are not included in dilutive securities as of December 31, 2019, 2018,2021, 2020, and 20172019 as not all performance metrics had been met by the end of the applicable reporting periods.
See Note 15 “Share-Based and Other Compensation” for additional information regarding the stock options and other share-based compensation.
F - 5755
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
21. Net Income Available to Common Unitholders Per Unit of the Operating Partnership |
The following table reconciles the numerator and denominator in computing the Operating Partnership’s basic and diluted per-unit computations for net income available to common unitholders for the years ended 2019, 2018December 31, 2021, 2020 and 2017:2019:
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| (in thousands, except unit and per unit amounts) | |||||||||||||||||
| Numerator: | |||||||||||||||||
| Net income attributable to common unitholders | $ | 634,307 | $ | 189,609 | $ | 198,738 | |||||||||||
Allocation to participating securities (1) | (1,516) | (2,229) | (2,119) | ||||||||||||||
| Numerator for basic and diluted net income available to common unitholders | $ | 632,791 | $ | 187,380 | $ | 196,619 | |||||||||||
| Denominator: | |||||||||||||||||
| Basic weighted average vested units outstanding | 117,579,704 | 115,095,506 | 105,223,975 | ||||||||||||||
| Effect of dilutive securities | 519,513 | 478,281 | 648,600 | ||||||||||||||
| Diluted weighted average vested units and common unit equivalents outstanding | 118,099,217 | 115,573,787 | 105,872,575 | ||||||||||||||
| Basic earnings per unit: | |||||||||||||||||
| Net income available to common unitholders per unit | $ | 5.38 | $ | 1.63 | $ | 1.87 | |||||||||||
| Diluted earnings per unit: | |||||||||||||||||
| Net income available to common unitholders per unit | $ | 5.36 | $ | 1.62 | $ | 1.86 | |||||||||||
____________________
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (in thousands, except unit and per unit amounts) | |||||||||||
| Numerator: | |||||||||||
| Net income attributable to Kilroy Realty, L.P. | $ | 198,738 | $ | 263,210 | $ | 167,440 | |||||
| Total preferred distributions | — | — | (13,363 | ) | |||||||
Allocation to participating securities (1) | (2,119 | ) | (2,004 | ) | (1,975 | ) | |||||
| Numerator for basic and diluted net income available to common unitholders | $ | 196,619 | $ | 261,206 | $ | 152,102 | |||||
| Denominator: | |||||||||||
| Basic weighted average vested units outstanding | 105,223,975 | 102,025,276 | 100,246,567 | ||||||||
| Effect of dilutive securities | 648,600 | 510,006 | 613,770 | ||||||||
| Diluted weighted average vested units and common unit equivalents outstanding | 105,872,575 | 102,535,282 | 100,860,337 | ||||||||
| Basic earnings per unit: | |||||||||||
| Net income available to common unitholders per unit | $ | 1.87 | $ | 2.56 | $ | 1.52 | |||||
| Diluted earnings per unit: | |||||||||||
| Net income available to common unitholders per unit | $ | 1.86 | $ | 2.55 | $ | 1.51 | |||||
Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common units, including stock options, RSUs, shares issuable under executed forward equity sale agreements, if any, and other securities are considered in our diluted earnings per share calculation for the years ended December 31, 2019, 20182021, 2020 and 2017.2019. Certain market measure-based RSUs are not included in dilutive securities as of December 31, 2019, 20182021, 2020 and 20172019 as not all performance metrics had been met by the end of the applicable reporting periods.
See Note 15 “Share-Based and Other Compensation” for additional information regarding the stock options and other share-based compensation.
F - 5856
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Supplemental cash flow information follows (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION: | |||||||||||||||||
Cash paid for interest, net of capitalized interest of $75,802, $75,852, and $77,666 as of December 31, 2021, 2020 and 2019, respectively | $ | 77,028 | $ | 61,741 | $ | 43,607 | |||||||||||
| Cash paid for amounts included in the measurement of ground lease liabilities | $ | 6,209 | $ | 5,744 | $ | 5,224 | |||||||||||
| NON-CASH INVESTING TRANSACTIONS: | |||||||||||||||||
| Accrual for expenditures for operating properties and development and redevelopment properties | $ | 119,829 | $ | 189,161 | $ | 162,654 | |||||||||||
| Tenant improvements funded directly by tenants | $ | 20,070 | $ | 11,592 | $ | 10,268 | |||||||||||
| Assumption of accrued liabilities in connection with acquisitions (Note 3) | $ | 37,572 | $ | — | $ | 10,267 | |||||||||||
| Initial measurement of operating right of use ground lease assets (Notes 3 and 18) | $ | 46,430 | $ | — | $ | 96,272 | |||||||||||
| Initial measurement of operating ground lease liabilities (Notes 3 and 18) | $ | 46,430 | $ | — | $ | 98,349 | |||||||||||
| NON-CASH FINANCING TRANSACTIONS: | |||||||||||||||||
| Accrual of dividends and distributions payable to common stockholders and common unitholders (Notes 13 and 25) | $ | 61,850 | $ | 59,431 | $ | 53,219 | |||||||||||
| Exchange of common units of the Operating Partnership into shares of the Company’s common stock | $ | — | $ | 37,640 | $ | 78 | |||||||||||
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION: | |||||||||||
Cash paid for interest, net of capitalized interest of $77,666, $65,627, and $44,757 as of December 31, 2019, 2018 and 2017, respectively | $ | 43,607 | $ | 44,697 | $ | 67,336 | |||||
| Cash paid for amounts included in the measurement of ground lease liabilities | $ | 5,224 | $ | 4,398 | $ | 4,809 | |||||
| NON-CASH INVESTING TRANSACTIONS: | |||||||||||
| Accrual for expenditures for operating properties and development properties | $ | 162,654 | $ | 158,626 | $ | 116,089 | |||||
| Assumption of accrued liabilities in connection with acquisitions (Note 3) | $ | 10,267 | $ | 40,624 | $ | 1,443 | |||||
| Tenant improvements funded directly by tenants | $ | 10,268 | $ | 13,968 | $ | 15,314 | |||||
| Initial measurement of operating right of use ground lease assets (Notes 2, 3 and 18) | $ | 96,272 | $ | — | $ | — | |||||
| Initial measurement of operating ground lease liabilities (Notes 2, 3 and 18) | $ | 98,349 | $ | — | $ | — | |||||
| NON-CASH FINANCING TRANSACTIONS: | |||||||||||
Accrual of dividends and distributions payable to common stockholders and common unitholders (Notes 13 and 28) | $ | 53,219 | $ | 47,559 | $ | 43,448 | |||||
Exchange of common units of the Operating Partnership into shares of the Company’s common stock | $ | 78 | $ | 1,962 | $ | 10,939 | |||||
The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended 2019, 2018December 31, 2021, 2020 and 2017.2019.
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH: | |||||||||||||||||
| Cash and cash equivalents at beginning of period | $ | 731,991 | $ | 60,044 | $ | 51,604 | |||||||||||
| Restricted cash at beginning of period | 91,139 | 16,300 | 119,430 | ||||||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | $ | 823,130 | $ | 76,344 | $ | 171,034 | |||||||||||
| Cash and cash equivalents at end of period | $ | 414,077 | $ | 731,991 | $ | 60,044 | |||||||||||
| Restricted cash at end of period | 13,006 | 91,139 | 16,300 | ||||||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | 427,083 | $ | 823,130 | $ | 76,344 | |||||||||||
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH: | |||||||||||
| Cash and cash equivalents at beginning of period | $ | 51,604 | $ | 57,649 | $ | 193,418 | |||||
| Restricted cash at beginning of period | 119,430 | 9,149 | 56,711 | ||||||||
| Cash and cash equivalents and restricted cash at beginning of period | $ | 171,034 | $ | 66,798 | $ | 250,129 | |||||
| Cash and cash equivalents at end of period | $ | 60,044 | $ | 51,604 | $ | 57,649 | |||||
| Restricted cash at end of period | 16,300 | 119,430 | 9,149 | ||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | 76,344 | $ | 171,034 | $ | 66,798 | |||||