Douglas Emmett Inc
For the period ended Dec 31, 2024. Filed Feb 14, 2025.
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FY2024 · Filed Feb 14, 2025
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Equity
- Equity
Transactions
During 2024:
We entered into a new consolidated JV in December 2024 that we manage and in which we own a 30% interest.
We acquired 229 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units.
We acquired 9 thousand OP Units for $138 thousand in cash.
During 2023:
We repurchased 9.1 million shares of our common stock for $109.1 million in cash, excluding transaction costs, in open market transactions. The average purchase price was $12.03 per share.
We acquired 468 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units.
We acquired 209 thousand OP Units for $2.4 million in cash.
During 2022:
We acquired 281 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units.
We acquired 10 thousand OP Units for $337 thousand in cash.
We acquired a multifamily apartment building through a new consolidated JV that we manage and in which we own a 55% interest. See Note 3 for more information regarding the property we purchased. We contributed $99.0 million to the JV and an outside investor contributed $81.0 million to the JV.
Noncontrolling Interests
Our noncontrolling interests consist of interests in our Operating Partnership and consolidated JVs which are not owned by us. As of December 31, 2024, noncontrolling interests in our Operating Partnership owned 35.5 million OP Units and fully-vested LTIP Units, which represented approximately 17.5% of our Operating Partnership's total outstanding interests, and we owned 167.4 million OP Units (to match our 167.4 million shares of outstanding common stock), which represented approximately 82.5% of our Operating Partnership's total outstanding interests.
A share of our common stock, an OP Unit and an LTIP Unit (once vested and booked up) have essentially the same economic characteristics, sharing equally in the distributions from our Operating Partnership. Investors who own OP Units have the right to cause our Operating Partnership to acquire their OP Units for an amount of cash per unit equal to the market value ofone share of our common stock at the date of acquisition, or, at our election, exchange their OP Units for shares of our common stock on a one-for-one basis. LTIP Units have been granted to our employees and non-employee directors as part of their compensation. These awards generally vest over a service period and once vested can generally be converted to OP Units provided our stock price increases by more than a specified hurdle.
F- 29
Changes in our Ownership Interest in our Operating Partnership
The table below presents the effect on our equity from net income (loss) attributable to common stockholders and changes in our ownership interest in our Operating Partnership:
| Year Ended December 31, | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Net income (loss) attributable to common stockholders | $23,517 | $(42,706) | $97,145 |
| Transfers from noncontrolling interests: | |||
| Exchange of OP Units with noncontrolling interests | 3,503 | 7,741 | 4,600 |
| Repurchases of OP Units from noncontrolling interests | (4) | 1,054 | (176) |
| Net transfers from noncontrolling interests | 3,499 | 8,795 | 4,424 |
| Change from net income (loss) attributable to common stockholders and transfers from noncontrolling interests | $27,016 | $(33,911) | $101,569 |
AOCI Reconciliation(1)
The table below presents a reconciliation of our AOCI, which consists solely of adjustments related to derivatives designated as cash flow hedges:
| Year Ended December 31, | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Accumulated Other Comprehensive Income (Loss) - Beginning balance | $115,917 | $187,063 | $(38,774) |
| Consolidated derivatives: | |||
| Other comprehensive income before reclassifications | 47,896 | 45,364 | 326,396 |
| Reclassification of gains from AOCI to Interest Expense | (140,615) | (144,318) | (4,287) |
| Unconsolidated Fund's derivatives (our share)(2): | |||
| Other comprehensive income before reclassifications | 5,417 | 585 | 3,780 |
| Reclassification of gains from AOCI to Income (loss) from unconsolidated Fund | (3,663) | (1,662) | (341) |
| Net current period OCI | (90,965) | (100,031) | 325,548 |
| OCI attributable to noncontrolling interests | 29,965 | 28,885 | (99,711) |
| OCI attributable to common stockholders | (61,000) | (71,146) | 225,837 |
| Accumulated Other Comprehensive Income - Ending balance | $54,917 | $115,917 | $187,063 |
(1)See Note 10 for the details of our derivatives and Note 14 for our derivative fair value disclosures.
(2)We calculate our share by multiplying the total amount for our Fund by our equity interest in the Fund. For more information about our Fund, including our equity interest percentage, see Note 6.
F- 30
Dividends (unaudited)
Our common stock dividends paid during 2024 are classified for federal income tax purposes as follows:
| Record Date · Paid Date · Dividend Per Share · Ordinary Income % · Capital Gain % · Return of Capital % · Section 199A Dividend % | |||||||
|---|---|---|---|---|---|---|---|
| 12/29/2023 | 1/17/2024 | $0.19 | 5.0% | —% | 95.0% | 5.0% | |
| 3/28/2024 | 4/16/2024 | 0.19 | 5.0% | —% | 95.0% | 5.0% | |
| 6/28/2024 | 7/16/2024 | 0.19 | 5.0% | —% | 95.0% | 5.0% | |
| 9/30/2024 | 10/16/2024 | 0.19 | 5.0% | —% | 95.0% | 5.0% | |
| Total / Weighted Average | $0.76 | 5.0% | —% | 95.0% | 5.0% | ||
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