MARYLAND
|
20-3073047
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
808
Wilshire Boulevard, Suite 200, Santa Monica, California
|
90401
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large
accelerated filer x
|
Accelerated
filer o
|
Non-accelerated
filer o (Do not
check if a smaller reporting company)
|
Smaller
reporting company o
|
Class
|
Outstanding
at April 30, 2010
|
|
Common
Stock,
|
122,228,698
shares
|
|
$0.01
par value per share
|
PAGE
NO.
|
||||
PART
I.
|
||||
Financial
Statements
|
3
|
|||
Consolidated
Balance Sheets as of March 31, 2010 (unaudited) and December 31,
2009
|
3
|
|||
Consolidated
Statements of Operations for the three months ended March 31, 2010 and
2009 (unaudited)
|
4
|
|||
Consolidated
Statements of Cash Flows for the three months ended March 31, 2010 and
2009 (unaudited)
|
5
|
|||
Notes
to Consolidated Financial Statements
|
6
|
|||
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
23
|
|||
Quantitative
and Qualitative Disclosures About Market Risk
|
28
|
|||
Controls
and Procedures
|
28
|
|||
PART
II.
|
|
|||
Legal
Proceedings
|
29
|
|||
Risk
Factors
|
29
|
|||
Unregistered
Sales of Equity Securities and Use of Proceeds
|
29
|
|||
Defaults
Upon Senior Securities
|
29
|
|||
Reserved
|
29
|
|||
Other
Information
|
29
|
|||
Exhibits
|
29
|
|||
30
|
March
31, 2010
|
December
31, 2009
|
|||||||
(unaudited)
|
||||||||
Assets
|
||||||||
Investment
in real estate:
|
||||||||
Land
|
$ | 835,407 | $ | 835,407 | ||||
Buildings
and improvements
|
5,018,804 | 5,017,569 | ||||||
Tenant
improvements and lease intangibles
|
541,711 | 534,084 | ||||||
Investment
in real estate, gross
|
6,395,922 | 6,387,060 | ||||||
Less:
accumulated depreciation
|
(744,226 | ) | (688,893 | ) | ||||
Investment in real estate,
net
|
5,651,696 | 5,698,167 | ||||||
Cash
and cash equivalents
|
94,300 | 72,740 | ||||||
Tenant
receivables, net
|
969 | 2,357 | ||||||
Deferred
rent receivables, net
|
42,589 | 40,395 | ||||||
Interest
rate contracts
|
91,748 | 108,027 | ||||||
Acquired
lease intangible assets, net
|
10,523 | 11,691 | ||||||
Investment
in unconsolidated real estate funds
|
94,708 | 97,127 | ||||||
Other
assets
|
30,114 | 29,428 | ||||||
Total
assets
|
$ | 6,016,647 | $ | 6,059,932 | ||||
Liabilities
|
||||||||
Secured
notes payable, including loan premium
|
$ | 3,272,157 | $ | 3,273,459 | ||||
Accounts
payable and accrued expenses
|
73,484 | 72,893 | ||||||
Security
deposits
|
32,109 | 32,501 | ||||||
Acquired
lease intangible liabilities, net
|
130,882 | 139,340 | ||||||
Interest
rate contracts
|
206,522 | 237,194 | ||||||
Dividends
payable
|
12,203 | 12,160 | ||||||
Total
liabilities
|
3,727,357 | 3,767,547 | ||||||
Equity
|
||||||||
Douglas
Emmett, Inc. stockholders' equity:
|
||||||||
Common
Stock, $0.01 par value 750,000,000 authorized, 122,029,198 and 121,596,427
outstanding at March 31, 2010 and December 31, 2009,
respectively
|
1,220 | 1,216 | ||||||
Additional
paid-in capital
|
2,299,372 | 2,290,419 | ||||||
Accumulated
other comprehensive income (loss)
|
(171,662 | ) | (186,255 | ) | ||||
Accumulated
deficit
|
(332,507 | ) | (312,017 | ) | ||||
Total
Douglas Emmett, Inc. stockholders' equity
|
1,796,423 | 1,793,363 | ||||||
Noncontrolling
interests
|
492,867 | 499,022 | ||||||
Total
equity
|
2,289,290 | 2,292,385 | ||||||
Total
liabilities and equity
|
$ | 6,016,647 | $ | 6,059,932 |
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Revenues
|
||||||||
Office
rental
|
||||||||
Rental
revenues
|
$ | 98,747 | $ | 108,546 | ||||
Tenant
recoveries
|
6,478 | 7,966 | ||||||
Parking
and other income
|
15,551 | 17,634 | ||||||
Total
office revenues
|
120,776 | 134,146 | ||||||
Multifamily
rental
|
||||||||
Rental
revenues
|
15,899 | 16,187 | ||||||
Parking
and other income
|
1,112 | 1,084 | ||||||
Total
multifamily revenues
|
17,011 | 17,271 | ||||||
Total
revenues
|
137,787 | 151,417 | ||||||
Operating
Expenses
|
||||||||
Office
expense
|
36,114 | 40,312 | ||||||
Multifamily
expense
|
4,568 | 4,517 | ||||||
General
and administrative
|
5,850 | 6,351 | ||||||
Depreciation
and amortization
|
55,332 | 61,074 | ||||||
Total
operating expenses
|
101,864 | 112,254 | ||||||
Operating
income
|
35,923 | 39,163 | ||||||
Gain
on disposition of interest in unconsolidated real
estate fund
|
- | 5,573 | ||||||
Other
income (loss)
|
246 | (567 | ) | |||||
(Loss)
Gain, including depreciation, from unconsolidated real
estate funds
|
(1,504 | ) | 2,803 | |||||
Interest
expense
|
(45,134 | ) | (49,222 | ) | ||||
Net
loss
|
(10,469 | ) | (2,250 | ) | ||||
Less: Net
loss attributable to noncontrolling interests
|
2,182 | 383 | ||||||
Net
loss attributable to common stockholders
|
$ | (8,287 | ) | $ | (1,867 | ) | ||
Net
loss attributable to common stockholders
|
||||||||
per
share – basic and diluted
|
$ | (0.07 | ) | $ | (0.02 | ) | ||
Dividends
declared per common share
|
$ | 0.10 | $ | 0.10 | ||||
Weighted
average shares of common stock
|
||||||||
outstanding
– basic and diluted
|
121,643,700 | 121,841,789 |
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Operating
Activities
|
||||||||
Net
loss
|
$ | (10,469 | ) | $ | (2,250 | ) | ||
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
||||||||
Loss
(Gain), including depreciation, from unconsolidated real estate
funds
|
1,504 | (2,803 | ) | |||||
Depreciation
and amortization
|
55,332 | 61,074 | ||||||
Net
accretion of acquired lease intangibles
|
(7,290 | ) | (10,101 | ) | ||||
Gain
on disposition of interest in unconsolidated real estate
fund
|
- | (5,573 | ) | |||||
Amortization
of deferred loan costs
|
421 | 607 | ||||||
Amortization
of loan premium
|
(1,302 | ) | (1,229 | ) | ||||
Non-cash
market value adjustments on interest rate contracts
|
4,671 | 4,964 | ||||||
Non-cash
amortization of stock-based compensation
|
1,560 | 1,056 | ||||||
Non-cash
profit sharing allocation to consolidated fund
|
- | 660 | ||||||
Change
in working capital components:
|
||||||||
Tenant
receivables
|
1,388 | 62 | ||||||
Deferred
rent receivables
|
(2,194 | ) | (2,003 | ) | ||||
Accounts
payable, accrued expenses and security deposits
|
6,006 | 11,468 | ||||||
Other
|
(909 | ) | (275 | ) | ||||
Net
cash provided by operating activities
|
48,718 | 55,657 | ||||||
Investing
Activities
|
||||||||
Capital
expenditures and property acquisitions
|
(11,176 | ) | (11,846 | ) | ||||
Deconsolidation
of Douglas Emmett Fund X, LLC
|
- | (6,625 | ) | |||||
Net
cash used in investing activities
|
(11,176 | ) | (18,471 | ) | ||||
Financing
Activities
|
||||||||
Proceeds
from long-term borrowings
|
- | 82,640 | ||||||
Deferred
loan costs
|
(2 | ) | (3 | ) | ||||
Repayment
of borrowings
|
- | (106,665 | ) | |||||
Net
change in short-term borrowings
|
- | (25,275 | ) | |||||
Contributions
by Douglas Emmett Fund X, LLC investors
|
- | 66,074 | ||||||
Contributions
by noncontrolling interests
|
- | 450 | ||||||
Distributions
to noncontrolling interests
|
(3,420 | ) | (6,478 | ) | ||||
Distributions
of capital to noncontrolling interests
|
(400 | ) | - | |||||
Repurchase
of common stock
|
- | (3,901 | ) | |||||
Cash
dividends
|
(12,160 | ) | (22,856 | ) | ||||
Net
cash used in financing activities
|
(15,982 | ) | (16,014 | ) | ||||
Increase
in cash and cash equivalents
|
21,560 | 21,172 | ||||||
Cash
and cash equivalents at beginning of period
|
72,740 | 8,655 | ||||||
Cash
and cash equivalents at end of period
|
$ | 94,300 | $ | 29,827 | ||||
Noncash
transactions:
|
||||||||
Investing
activity related to contribution of properties to Douglas Emmett Fund X,
LLC
|
$ | - | $ | 476,852 | ||||
Financing
activity related to contribution of debt and noncontrolling interest to
Douglas Emmett Fund X, LLC
|
$ | - | $ | (483,477 | ) |
Three
Months Ended March 31,
|
||||||||
Office Segment
|
2010
|
2009
|
||||||
Rental
revenue
|
$ | 120,776 | $ | 134,146 | ||||
Rental
expense
|
(36,114 | ) | (40,312 | ) | ||||
Segment
profit
|
84,662 | 93,834 | ||||||
Multifamily Segment
|
||||||||
Rental
revenue
|
17,011 | 17,271 | ||||||
Rental
expense
|
(4,568 | ) | (4,517 | ) | ||||
Segment
profit
|
12,443 | 12,754 | ||||||
Total
segments' profit
|
$ | 97,105 | $ | 106,588 |
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Total
segments' profit
|
$ | 97,105 | $ | 106,588 | ||||
General
and administrative expense
|
(5,850 | ) | (6,351 | ) | ||||
Depreciation
and amortization
|
(55,332 | ) | (61,074 | ) | ||||
Gain
on disposition of interest in unconsolidated real estate
fund
|
- | 5,573 | ||||||
Other
income (loss)
|
246 | (567 | ) | |||||
(Loss)
Gain, including depreciation, from unconsolidated real estate
funds
|
(1,504 | ) | 2,803 | |||||
Interest
expense
|
(45,134 | ) | (49,222 | ) | ||||
Net
loss
|
(10,469 | ) | (2,250 | ) | ||||
Less:
Net loss attributable to noncontrolling interests
|
2,182 | 383 | ||||||
Net
loss attributable to common stockholders
|
$ | (8,287 | ) | $ | (1,867 | ) |
March
31, 2010
|
December
31, 2009
|
||||||
Deferred
loan costs, net of accumulated amortization of $5,410 and
$4,989
at March 31, 2010 and December 31, 2009, respectively
|
$ | 4,398 | $ | 4,817 | |||
Restricted
cash
|
2,899 | 2,897 | |||||
Prepaid
interest
|
193 | 263 | |||||
Prepaid
expenses
|
2,570 | 3,662 | |||||
Interest
receivable
|
10,357 | 10,376 | |||||
Other
indefinite-lived intangible
|
1,988 | 1,988 | |||||
Other
|
7,709 | 5,425 | |||||
Total
other assets
|
$ | 30,114 | $ | 29,428 |
March
31, 2010
|
December
31, 2009
|
||||||
Accounts
payable
|
$ | 31,878 | $ | 31,940 | |||
Accrued
interest payable
|
26,191 | 26,263 | |||||
Deferred
revenue
|
15,415 | 14,690 | |||||
Total
accounts payable and accrued expenses
|
$ | 73,484 | $ | 72,893 |
March
31, 2010
|
December
31, 2009
|
|||||||
Above-market
tenant leases
|
$ | 32,770 | $ | 32,770 | ||||
Accumulated
amortization
|
(25,181 | ) | (24,033 | ) | ||||
Below-market
ground leases
|
3,198 | 3,198 | ||||||
Accumulated
amortization
|
(264 | ) | (244 | ) | ||||
Acquired
lease intangible assets, net
|
$ | 10,523 | $ | 11,691 | ||||
Below-market
tenant leases
|
$ | 261,523 | $ | 261,523 | ||||
Accumulated
accretion
|
(143,942 | ) | (135,534 | ) | ||||
Above-market
ground leases
|
16,200 | 16,200 | ||||||
Accumulated
accretion
|
(2,899 | ) | (2,849 | ) | ||||
Acquired
lease intangible liabilities, net
|
$ | 130,882 | $ | 139,340 |
Type
of Debt
|
Maturity Date
(1)
|
March
31, 2010
|
December
31, 2009
|
Variable
Rate
|
Effective Annual
Fixed Rate
(2)
|
Swap Maturity Date
(1)
|
||||||||
Variable
Rate Swapped to Fixed Rate:
|
||||||||||||||
Fannie Mae Loan I
(3)
|
06/01/2012
|
$
|
293,000
|
$
|
293,000
|
DMBS
+ 0.60%
|
4.70%
|
08/01/11
|
||||||
Fannie Mae Loan II
(3)
|
06/01/2012
|
95,080
|
95,080
|
DMBS
+ 0.60%
|
5.78
|
08/01/11
|
||||||||
Modified Term
Loan
(4)(5)
|
08/31/2012
|
2,300,000
|
2,300,000
|
LIBOR
+ 0.85%
|
5.13
|
08/01/10-08/01/12
|
||||||||
Fannie Mae Loan III
(3)
|
02/01/2015
|
36,920
|
36,920
|
DMBS
+ 0.60%
|
5.78
|
08/01/11
|
||||||||
Fannie Mae Loan IV
(3)
|
02/01/2015
|
75,000
|
75,000
|
DMBS
+ 0.76%
|
4.86
|
08/01/11
|
||||||||
Term Loan (6)
|
04/01/2015
|
340,000
|
340,000
|
LIBOR
+ 1.50%
|
4.77
|
01/02/13
|
||||||||
Fannie Mae Loan V
(3)
|
02/01/2016
|
82,000
|
82,000
|
LIBOR
+ 0.62%
|
5.62
|
03/01/12
|
||||||||
Fannie Mae Loan VI
(3)
|
06/01/2017
|
18,000
|
18,000
|
LIBOR
+ 0.62%
|
5.82
|
06/01/12
|
||||||||
Subtotal
|
3,240,000
|
3,240,000
|
5.10%
|
|||||||||||
Variable
Rate:
|
||||||||||||||
Wells Fargo
Loan
(7)
|
03/01/2011
|
18,000
|
18,000
|
LIBOR
+ 1.25%
|
--
|
--
|
||||||||
Secured Revolving
Credit Facility (8)
|
10/30/2010
|
-
|
-
|
LIBOR / Fed
Funds+(9)
|
--
|
--
|
||||||||
Subtotal
|
3,258,000
|
3,258,000
|
||||||||||||
Unamortized Loan
Premium (10)
|
14,157
|
15,459
|
||||||||||||
Total | $ | 3,272,157 | $ | 3,273,459 |
(1)
|
As
of March 31, 2010, the weighted average remaining life of our total
outstanding debt was 2.8 years, and the weighted average remaining life of
the interest rate swaps was 1.1 years.
|
(2)
|
Includes
the effect of interest rate contracts. Based on actual/360-day
basis and excludes amortization of loan fees and unused fees on the credit
line. The total effective rate on an actual/365-day basis was
5.17% at March 31, 2010.
|
(3)
|
Secured
by four separate collateralized pools. Fannie Mae Discount
Mortgage-Backed Security (DMBS) generally tracks 90-day LIBOR, although
volatility may exist between the two rates, resulting in an immaterial
amount of swap ineffectiveness.
|
(4)
|
Secured
by seven separate collateralized pools. Requires monthly
payments of interest only, with outstanding principal due upon
maturity.
|
(5)
|
Includes
$1.11 billion swapped to 4.89% until August 1, 2010; $545.0 million
swapped to 5.75% until December 1, 2010; $322.5 million swapped to 4.98%
until August 1, 2011; and $322.5 million swapped to 5.02% until August 1,
2012. Each of these rates is based on actual/360-day
basis.
|
(6)
|
Secured
by four properties in a collateralized pool. Requires monthly
payments of interest only, with outstanding principal due upon
maturity.
|
(7)
|
This
loan is held by a consolidated entity in which our operating partnership
holds a two-thirds interest.
|
(8)
|
This
credit facility is secured by nine properties and has no borrowings
outstanding. A one-year extension option remains
available.
|
(9)
|
This
revolver bears interest at either LIBOR +0.70% or Fed Funds +0.95% at our
election. If the amount outstanding exceeds
$262.5 million, the credit facility bears interest at either LIBOR
+0.80% or Fed Funds +1.05% at our election.
|
(10)
|
Represents
non-cash mark-to-market adjustment on variable rate debt associated with
office properties.
|
Twelve
months ending March 31,
|
|||
2011
|
$ | 18,000 | |
2012
|
- | ||
2013
|
2,688,080 | ||
2014
|
- | ||
2015
|
111,920 | ||
Thereafter
|
440,000 | ||
Total
future principal payments
|
$ | 3,258,000 |
Interest Rate Derivative
|
Number of Instruments
(Actual)
|
Notional
|
||
Interest
Rate Swaps
|
36
|
$3,240,000
|
Interest Rate Derivative
|
Number of Instruments
(Actual)
|
Notional
|
||
Pay-Fixed
Swaps
|
25
|
$2,205,000
|
||
Receive-Fixed
Swaps
|
25
|
$2,205,000
|
||
Purchased
Caps
|
19
|
$600,000
|
||
Sold
Caps
|
15
|
$600,000
|
Three
months ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Derivatives
in Designated Cash Flow Hedging Relationships:
|
||||||||
Amount
of gain (loss) recognized in OCI on derivatives (effective
portion)
|
$ | (18,627 | ) | $ | (18,445 | ) | ||
Amount
of gain (loss) reclassified from accumulated OCI into earnings (effective
portion)
|
$ | (36,925 | ) | $ | (35,298 | ) | ||
Location
of gain (loss) reclassification from accumulated OCI into earnings
(effective portion)
|
Interest
expense
|
Interest
expense
|
||||||
Amount
of gain (loss) recognized in earnings on derivatives (ineffective portion
and amount excluded from effectiveness testing)
|
$ | 82 | $ | (551 | ) | |||
Location
of gain (loss) recognized in earnings on derivatives (ineffective portion
and amount excluded from effectiveness testing)
|
Interest
expense
|
Interest
expense
|
||||||
Derivatives
Not Designated as Cash Flow Hedges:
|
||||||||
Amount
of realized and unrealized gain (loss) recognized in earnings on
derivatives
|
$ | (33 | ) | $ | 307 | |||
Location
of gain (loss) recognized in earnings on derivatives
|
Interest
expense
|
Interest
expense
|
March
31, 2010
|
December
31, 2009
|
||||||
Derivative
assets, disclosed as "Interest Rate Contracts":
|
|||||||
Derivatives
designated as accounting hedges
|
$ | - | $ | - | |||
Derivatives
not designated as accounting hedges
|
91,748 | 108,027 | |||||
Total
derivative assets
|
$ | 91,748 | $ | 108,027 | |||
Derivative
liabilities, disclosed as "Interest Rate Contracts":
|
|||||||
Derivatives
designated as accounting hedges
|
$ | 133,352 | $ | 152,498 | |||
Derivatives
not designated as accounting hedges
|
73,170 | 84,696 | |||||
Total
derivative liabilities
|
$ | 206,522 | $ | 237,194 |
Quoted Prices in
Active Markets for Identical Assets and Liabilities (Level
1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
Unobservable Inputs (Level 3)
|
Balance
at
March
31, 2010
|
||||||||
Assets
|
|||||||||||
Interest
Rate Contracts
|
$ |
-
|
$ |
91,748
|
$ |
-
|
$ |
91,748
|
|||
Liabilities
|
|||||||||||
Interest
Rate Contracts
|
$ |
-
|
$ |
206,522
|
$ |
-
|
$ |
206,522
|
Douglas
Emmett, Inc. Stockholders' Equity
|
Noncontrolling
Interests
|
Total
Equity
|
||||||||||
Balance
as of January 1, 2010, as reported
|
$ | 1,793,363 | $ | 499,022 | $ | 2,292,385 | ||||||
Comprehensive
income (loss):
|
||||||||||||
Net
loss
|
(8,287 | ) | (2,182 | ) | (10,469 | ) | ||||||
Other
comprehensive income (loss)
|
14,593 | 3,704 | 18,297 | |||||||||
Comprehensive
income (loss)
|
6,306 | 1,522 | 7,828 | |||||||||
Dividends
and distributions
|
(12,203 | ) | (3,772 | ) | (15,975 | ) | ||||||
Redemption
of operating partnership units
|
6,386 | (6,386 | ) | - | ||||||||
Stock
compensation
|
2,571 | 2,481 | 5,052 | |||||||||
Balance
as of March 31, 2010
|
$ | 1,796,423 | $ | 492,867 | $ | 2,289,290 |
Douglas
Emmett, Inc. Stockholders' Equity
|
Noncontrolling
Interests
|
Total
Equity
|
||||||||||
Balance
as of January 1, 2009, as reported
|
$ | 1,775,189 | $ | 505,025 | $ | 2,280,214 | ||||||
Comprehensive
income (loss):
|
||||||||||||
Net
loss
|
(1,867 | ) | (383 | ) | (2,250 | ) | ||||||
Other
comprehensive income (loss)
|
10,556 | 6,297 | 16,853 | |||||||||
Comprehensive
income (loss)
|
8,689 | 5,914 | 14,603 | |||||||||
Contributions
|
- | 450 | 450 | |||||||||
Dividends
and distributions
|
(12,150 | ) | (6,412 | ) | (18,562 | ) | ||||||
Redemption
of operating partnership units
|
(634 | ) | (3,267 | ) | (3,901 | ) | ||||||
Stock
compensation
|
1,200 | 1,475 | 2,675 | |||||||||
Deconsolidation
of Douglas Emmett Fund X, LLC
|
11,890 | 10 | 11,900 | |||||||||
Balance
as of March 31, 2009
|
$ | 1,784,184 | $ | 503,195 | $ | 2,287,379 |
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Net
loss
|
$ | (10,469 | ) | $ | (2,250 | ) | ||
Cash
flow hedge adjustment
|
19,064 | 18,920 | ||||||
Equity
interest in other comprehensive income (loss) of unconsolidated real
estate funds
|
(767 | ) | (2,067 | ) | ||||
Comprehensive
income (loss)
|
7,828 | 14,603 | ||||||
Less:
Comprehensive income (loss) attributable to noncontrolling
interests
|
(1,522 | ) | (5,914 | ) | ||||
Comprehensive
income (loss) attributable to common stockholders
|
$ | 6,306 | $ | 8,689 |
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Net
loss attributable to common stockholders
|
$ | (8,287 | ) | $ | (1,867 | ) | ||
Transfers
from the noncontrolling interests:
|
||||||||
Increase
in common stockholders paid-in capital for
redemption of operating partnership units
|
6,382 | 3,264 | ||||||
Change
from net income attributable to common stockholders
and transfers from noncontrolling interests
|
$ | (1,905 | ) | $ | 1,397 |
2011
|
$ | 351,409 | |
2012
|
309,418 | ||
2013
|
264,953 | ||
2014
|
209,598 | ||
2015
|
158,211 | ||
Thereafter
|
420,062 | ||
Total
future minimum base rentals
|
$ | 1,713,651 |
Twelve
months ending March 31:
|
|||
2011
|
$ | 733 | |
2012
|
733 | ||
2013
|
733 | ||
2014
|
733 | ||
2015
|
733 | ||
Thereafter
|
52,592 | ||
Total
future minimum lease payments
|
$ | 56,257 |
|
Comparison
of three months ended March 31, 2010 to three months ended March 31,
2009
|
Type
of Debt
|
Amount
(in
millions)
|
Maturity
Date
|
Variable
Rate
|
Effective
Annual Fixed
Rate(1)
|
Swap
Maturity Date
|
|||||
Variable
rate term loan (swapped to fixed rate)
(2)(3)
|
$
365
|
08/18/13
|
LIBOR
+
1.65%
|
5.52%
|
09/04/12
|
(1)
|
Includes
the effect of interest rate contracts. Based on actual/360-day
basis and excludes amortization of loan fees. The total
effective rate on an actual/365-day basis is 5.59% at March 31,
2010.
|
(2)
|
The
loan is secured by six properties in a collateralized
pool. Requires monthly payments of interest only, with
outstanding principal due upon maturity.
|
(3)
|
Fund
X assumed this loan during the fourth quarter of 2008 when we contributed
the properties securing it to Fund X. We remain responsible
under certain environmental and other limited indemnities and guarantees
covering customary non-recourse carve outs under these loans, which we
entered into prior to our contribution of this debt and the related
properties to Fund X, although we have an indemnity from Fund X for any
amounts we would be required to pay under these agreements. If
Fund X fails to perform any obligations under a swap agreement related to
this loan, we remain liable to the swap counterparties. The
maximum future payments under the swap agreements was approximately $34.8
million as of March 31, 2010. To date, all obligations under
the swap agreements have been performed by Fund X in accordance with the
terms of the agreements.
|
Exhibit
Number
|
Description
|
|
31.1
|
Certificate
of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certificate
of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certificate
of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.(1)
|
|
32.2
|
Certificate
of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(1)
|
|
(1)
|
In
accordance with SEC Release No. 33-8212, the following exhibit is being
furnished, and is not being filed as part of this Report on Form 10-Q or
as a separate disclosure document, and is not being incorporated by
reference into any Securities Act of 1933 registration
statement.
|
DOUGLAS
EMMETT, INC.
|
||||
Date: May
5, 2010
|
By:
|
/s/
JORDAN L. KAPLAN
|
||
Jordan
L. Kaplan
|
||||
President
and Chief Executive Officer
|
||||
Date: May
5, 2010
|
By:
|
/s/
WILLIAM KAMER
|
||
William
Kamer
|
||||
Chief
Financial Officer
|