Kilroy Realty Corp. Reports Operating Results (10-K)

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Feb 11, 2011
Kilroy Realty Corp. (KRC, Financial) filed Annual Report for the period ended 2010-12-31.

Kilroy Realty Corp. has a market cap of $1.96 billion; its shares were traded at around $38.71 with a P/E ratio of 19.7 and P/S ratio of 7. The dividend yield of Kilroy Realty Corp. stocks is 3.7%.Mutual Fund and Other Gurus that owns KRC: Columbia Wanger of Columbia Wanger Asset Management, Pioneer Investments.

Highlight of Business Operations:

We may be unable to renew leases or re-lease available space. As of December 31, 2010, we had office and industrial space available for lease representing approximately 10.9% of the total square footage of our properties. In addition, leases representing approximately 5.8% and 10.3% of the leased rentable square footage of our properties are scheduled to expire in 2011 and 2012, respectively. 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. As of December 31, 2010, we believe that the weighted average cash rental rates for our overall portfolio, including recently acquired properties, are approximately 10% above the current average quoted market rental rates, and weighted average cash rental rates for leases scheduled to expire during 2011 are approximately 15% above the current average quoted market rental rates, although individual properties within any particular submarket presently may be leased at, above, or below the current market rental rates within that submarket. 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 rental rates. If the average rental rates for our properties decrease or existing tenants do not renew their leases, our financial condition, results of operations, cash flows, the quoted trading price of the Companys common stock and of the Operating Partnerships publicly-traded notes, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders could be adversely affected.

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, 2010, limited partners owned approximately 3.2% of our partnership interests, of which 2.7% was owned by John B. Kilroy, Sr. and John B. Kilroy, Jr. In addition, we agreed to use commercially reasonable efforts to minimize the tax consequences to 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.

Cumulative Redeemable Preferred stock (the Series A Preferred Stock), if issued, may actually or constructively own any class or series of the Companys preferred stock, so that their total capital stock ownership would exceed 7.0% by value of the Companys total outstanding shares of capital stock; no single holder of the Companys 7.8% Series E Cumulative Redeemable Preferred stock (the Series E Preferred Stock) may actually or constructively own more than 9.8% (by value or by number of shares, whichever is more restrictive) of the Companys Series E Preferred Stock; and no single holder of the Companys 7.5% Series F Cumulative Redeemable Preferred stock (the Series F Preferred Stock) may actually or constructively own more than 9.8% (by value or by number of shares, whichever is more restrictive) of the Companys Series F Preferred Stock.

The board of directors may waive the ownership limits if it is satisfied that the excess ownership would not jeopardize the Companys 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 B. Kilroy, Sr., John B. Kilroy, Jr., members of their families, 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 the Companys outstanding common stock, excluding units that are exchangeable into shares of common stock. The board of directors has also waived the ownership limits with respect to the initial purchasers of each of our 3.25% Exchangeable Senior Notes due 2012 (the 3.25% Exchangeable Notes) and the 4.25% Exchangeable Senior Notes due 2014 (the 4.25% Exchangeable Notes and, together with the 3.25% Exchangeable Notes, the Exchangeable Notes) and certain of their affiliated entities to beneficially own up to 9.8%, in the aggregate, of the Companys common stock in connection with hedging the capped call transactions.

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, 2010, we had approximately $1.5 billion aggregate principal amount of indebtedness outstanding, which represented 40.2% of our total market capitalization. Our total debt and the liquidation value of our preferred equity as a percentage of total market capitalization was approximately 45.8% as of December 31, 2010. See Item 7: Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources of the Company 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, 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.

As of December 31, 2010, the Company had reserved for future issuance the following shares of common stock: 1,723,131 shares issuable upon the exchange, at the Companys option, of the Operating Partnerships common units; 4,375,533 shares remained available for grant under our 2006 Incentive Award Plan (see Note 12 to our consolidated financial statements); 713,822 shares issuable upon settlement of restricted stock units (RSUs); 20,000 shares issuable upon exercise of outstanding options; and 975,101 shares issuable under our the Companys Dividend Reinvestment and Direct Stock Purchase Plan, as well as 1,681,813 and 4,800,796 shares potentially issuable under certain circumstances, in exchange for the 3.25% Exchangeable Notes and 4.25% Exchangeable Notes, respectively. The Company has a currently effective registration statement registering 1,723,131 shares of our common stock for possible issuance to the holders of the Operating Partnerships common units. That registration statement also registers 306,808 shares of common stock held by certain stockholders for possible resale. The Company also has a currently effective registration statements registering the 1,681,813 shares of our common stock that may potentially be issued in exchange for the Operating Partnerships presently outstanding 3.25% Exchangeable Notes, and 4,800,796 shares of our common stock that may potentially be issued in exchange for the Operating Partnerships presently outstanding 4.25% Exchangeable Notes. Consequently, if and when the shares are issued, they may be freely traded in the public markets.

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