Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36135 | |
Entity Registrant Name | BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-2616226 | |
Entity Address, Address Line One | 250 Vesey Street | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10281 | |
City Area Code | 212 | |
Local Phone Number | 417-7000 | |
Title of 12(b) Security | 7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | |
Trading Symbol | DTLA-P | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 0 | |
Entity Central Index Key | 0001575311 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Investments in Real Estate: | ||
Land | $ 222,555 | $ 222,555 |
Buildings and improvements | 2,309,211 | 2,308,836 |
Tenant improvements | 421,774 | 418,460 |
Investments in real estate, gross | 2,953,540 | 2,949,851 |
Less: accumulated depreciation | 602,224 | 580,403 |
Investments in real estate, net | 2,351,316 | 2,369,448 |
Investment in unconsolidated real estate joint venture | 43,404 | 43,191 |
Cash and cash equivalents | 49,162 | 38,901 |
Restricted cash | 38,509 | 49,322 |
Rents, deferred rents and other receivables, net | 128,370 | 125,625 |
Intangible assets, net | 14,744 | 16,023 |
Deferred charges, net | 57,033 | 57,529 |
Due from affiliates | 7,522 | 10,062 |
Prepaid and other assets, net | 13,305 | 12,377 |
Total assets | 2,703,365 | 2,722,478 |
Liabilities: | ||
Secured debt, net | 2,257,654 | 2,255,921 |
Accounts payable and other liabilities | 77,906 | 77,612 |
Due to affiliates | 1,641 | 1,782 |
Intangible liabilities, net | 4,077 | 4,455 |
Total liabilities | 2,341,278 | 2,339,770 |
Commitments and Contingencies (See Note 14) | ||
Mezzanine Equity: | ||
Total mezzanine equity | 1,118,277 | 1,116,512 |
Stockholders’ Deficit: | ||
Common stock, $0.01 par value, 1,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 203,869 | 203,369 |
Accumulated deficit | (885,749) | (865,927) |
Noncontrolling interests | (74,310) | (71,246) |
Total stockholders’ deficit | (756,190) | (733,804) |
Total liabilities and deficit | 2,703,365 | 2,722,478 |
7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value, 9,730,370 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Mezzanine Equity: | ||
Redemption price | 470,214 | 465,577 |
Series A-1 preferred interest returns | ||
Mezzanine Equity: | ||
Mezzanine equity | 456,757 | 452,454 |
Senior participating preferred interest redemption measurement adjustment | ||
Mezzanine Equity: | ||
Mezzanine equity | 20,736 | 21,191 |
Series B preferred interest returns | ||
Mezzanine Equity: | ||
Mezzanine equity | $ 170,570 | $ 177,290 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 1,000 | 1,000 |
Common stock, shares outstanding (in shares) | 1,000 | 1,000 |
Series A Preferred Stock | ||
Preferred stock, dividend rate, percentage | 7.625% | 7.625% |
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 9,730,370 | 9,730,370 |
Preferred stock, shares outstanding (in shares) | 9,730,370 | 9,730,370 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Lease income | $ 65,129 | $ 64,238 |
Total revenue | 72,021 | 69,692 |
Expenses: | ||
Rental property operating and maintenance | 24,154 | 21,775 |
Real estate taxes | 9,855 | 10,040 |
Parking | 2,373 | 1,587 |
Other expenses | 2,459 | 3,420 |
Depreciation and amortization | 25,347 | 27,022 |
Interest | 18,443 | 23,781 |
Total expenses | 82,631 | 87,625 |
Other Income: | ||
Equity in earning of unconsolidated real estate joint venture | 213 | 199 |
Total other income | 213 | 199 |
Net loss | (10,397) | (17,734) |
Net loss (income) attributable to noncontrolling interests: | ||
Net loss attributable to Brookfield DTLA | (15,185) | (42,124) |
Series A preferred stock dividends | 4,637 | 4,637 |
Net loss attributable to common interest holders of Brookfield DTLA | (19,822) | (46,761) |
Series A-1 preferred interest returns | ||
Net loss (income) attributable to noncontrolling interests: | ||
Preferred interest returns | 4,303 | 4,303 |
Senior participating preferred interest redemption measurement adjustment | ||
Net loss (income) attributable to noncontrolling interests: | ||
Senior participating preferred interest redemption measurement adjustment | (201) | 601 |
Series B preferred interest returns | ||
Net loss (income) attributable to noncontrolling interests: | ||
Preferred interest returns | 3,750 | 4,282 |
Series B common interest – allocation of net (loss) income | ||
Net loss (income) attributable to noncontrolling interests: | ||
Series B common interest – allocation of net (loss) income | (3,064) | 15,204 |
Parking | ||
Revenue: | ||
Parking | 6,548 | 5,188 |
Interest and other | ||
Revenue: | ||
Interest and other | $ 344 | $ 266 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non- controlling Interests |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 1,000 | ||||
Balance, beginning of period at Dec. 31, 2020 | $ (628,440) | $ 0 | $ 202,369 | $ (726,369) | $ (104,440) |
Increase (Decrease) in Stockholders' Deficit [Roll Forward] | |||||
Net (loss) income | (17,734) | (42,124) | 24,390 | ||
Contributions | 0 | 0 | |||
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity | (13,823) | (4,637) | (9,186) | ||
Balance, end of period (in shares) at Mar. 31, 2021 | 1,000 | ||||
Balance, end of period at Mar. 31, 2021 | (659,997) | $ 0 | 202,369 | (773,130) | (89,236) |
Balance, beginning of period (in shares) at Dec. 31, 2021 | 1,000 | ||||
Balance, beginning of period at Dec. 31, 2021 | (733,804) | $ 0 | 203,369 | (865,927) | (71,246) |
Increase (Decrease) in Stockholders' Deficit [Roll Forward] | |||||
Net (loss) income | (10,397) | (15,185) | 4,788 | ||
Contributions | 500 | 500 | |||
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity | (12,489) | (4,637) | (7,852) | ||
Balance, end of period (in shares) at Mar. 31, 2022 | 1,000 | ||||
Balance, end of period at Mar. 31, 2022 | $ (756,190) | $ 0 | $ 203,869 | $ (885,749) | $ (74,310) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (10,397) | $ (17,734) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 25,347 | 27,022 |
Equity in earning of unconsolidated real estate joint venture | (213) | (199) |
(Recovery) write-off of lease receivables previously deemed uncollectible | (154) | 665 |
Amortization of acquired below-market leases, net of acquired above-market leases | (15) | 110 |
Straight-line rent amortization | (129) | (1,768) |
Amortization of tenant inducements | 390 | 813 |
Amortization and write-off of debt financing costs | 1,733 | 1,973 |
Unrealized gain on interest rate cap contracts | (211) | (12) |
Changes in assets and liabilities: | ||
Rents, deferred rents and other receivables, net | (1,340) | 3,369 |
Deferred charges, net | (1,096) | (862) |
Due from affiliates | 1,032 | 2,038 |
Prepaid and other assets, net | (743) | (631) |
Accounts payable and other liabilities | 713 | 9,702 |
Due to affiliates | (141) | (638) |
Net cash provided by operating activities | 14,776 | 23,848 |
Cash flows from investing activities: | ||
Expenditures for real estate improvements | (5,104) | (13,674) |
Net cash used in investing activities | (5,104) | (13,674) |
Cash flows from financing activities: | ||
Proceeds from secured debt | 0 | 465,000 |
Principal payments on secured debt | 0 | (450,000) |
Proceeds from Series B preferred interest | 10,330 | 2,600 |
Proceeds from senior participating preferred interest | 125 | 171 |
Distributions to Series B preferred interest | (5,005) | (4,244) |
Repurchases of Series B preferred interest | (15,795) | (16,156) |
Distributions to senior participating preferred interest | (379) | (242) |
Contributions to additional paid-in capital | 500 | 0 |
Purchase of interest rate cap contracts | 0 | (62) |
Payment for early extinguishment of debt | 0 | (4,575) |
Debt financing costs paid | 0 | (6,544) |
Net cash used in financing activities | (10,224) | (14,052) |
Net change in cash, cash equivalents and restricted cash | (552) | (3,878) |
Cash, cash equivalents and restricted cash at beginning of period | 88,223 | 83,483 |
Cash, cash equivalents and restricted cash at end of period | 87,671 | 79,605 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 16,532 | 17,899 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrual for current-period additions to real estate investments | 3,588 | 5,633 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 49,162 | 31,783 |
Restricted cash | 38,509 | 47,822 |
Cash, cash equivalents and restricted cash | $ 87,671 | $ 79,605 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Brookfield DTLA Fund Office Trust Investor Inc. (“ Brookfield DTLA ” or the “ Company ”) is a Maryland corporation and was incorporated on April 19, 2013. Brookfield DTLA was formed for the purpose of consummating the transactions contemplated in the Agreement and Plan of Merger dated as of April 24, 2013, as amended, and the issuance of shares of 7.625% Series A Cumulative Redeemable Preferred Stock (the “ Series A preferred stock ”) in connection with the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. (together, “ MPG ”). Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC, a Delaware limited liability company (“ DTLA Holdings ”, and together with its affiliates excluding the Company and its subsidiaries, the “ Manager ”). DTLA Holdings is an indirect partially‑owned subsidiary of Brookfield Property Partners L.P. (“ BPY ”), an exempted limited partnership under the Laws of Bermuda, which in turn is the flagship commercial property entity wholly-owned by Brookfield Asset Management Inc. (“ BAM ”), a corporation under the Laws of Canada, and the primary vehicle through which BAM invests in real estate on a global basis. As of March 31, 2022 and December 31, 2021, Brookfield DTLA owned Bank of America Plaza (“ BOA Plaza ”), EY Plaza, Wells Fargo Center–North Tower, Wells Fargo Center–South Tower, Gas Company Tower and 777 Tower, which are Class A office properties, and FIGat7th, a retail center nestled between EY Plaza and 777 Tower. Additionally, Brookfield DTLA Fund Properties II LLC (“ Fund II ”) has a noncontrolling interest in an unconsolidated real estate joint venture with Brookfield DTLA FP IV Holdings LLC (“ DTLA FP IV Holdings ”), a wholly‑owned subsidiary of DTLA Holdings, which owns 755 South Figueroa, a residential development property. All of these properties are located in the Los Angeles Central Business District (the “ LACBD ”) in Downtown Los Angeles, which has long been a major office district for law firms, accounting firms and government agencies. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation As used in these consolidated financial statements and related notes, unless the context requires otherwise, the terms “Brookfield DTLA,” the “Company,” “us,” “we” and “our” refer to Brookfield DTLA Fund Office Trust Investor Inc. together with its direct and indirect subsidiaries. Principles of Consolidation and Basis of Presentation The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”) applicable to interim financial information and with the instructions to Form 10‑Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal and recurring nature, considered necessary for a fair presentation of the financial position and interim results of Brookfield DTLA as of and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of those that may be expected for a full fiscal year. The consolidated balance sheets as of March 31, 2022 and December 31, 2021 include the accounts of Brookfield DTLA and subsidiaries in which it has a controlling financial interest. All intercompany transactions have been eliminated in consolidation as of March 31, 2022 and December 31, 2021, and for each of the three months ended March 31, 2022 and 2021. The accompanying notes to the unaudited consolidated financial statements do not include all disclosures required by GAAP. The unaudited consolidated financial information included herein should be read in conjunction with the audited consolidated financial statements and related notes included in Brookfield DTLA’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “ SEC ”) on March 24, 2022. Determination of Controlling Financial Interest We consolidate entities in which Brookfield DTLA is considered to be the primary beneficiary of a variable interest entity (“ VIE ”) or has a majority of the voting interest in the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. We do not consolidate entities in which the other parties have substantive kick-out rights to remove the Company’s power to direct the activities, and most significantly impacting the economic performance, of the VIE. In determining whether we are the primary beneficiary, we consider factors such as ownership interest, management representation, authority to control decisions, and contractual and substantive participating rights of each party. Brookfield DTLA Fund Properties II LLC. The Company earns a return through an indirect investment in Fund II. DTLA Holdings, the parent of Brookfield DTLA, owns all of the common interest in Fund II. Brookfield DTLA has an indirect preferred stock interest in Fund II and its wholly-owned subsidiary is the managing member of Fund II. The Company determined that Fund II is a VIE. As a result of having the power to direct the significant activities of Fund II that impact Fund II’s economic performance, and the obligation to absorb losses of, or the right to receive benefits from, Fund II that could potentially be significant to the Fund II , Brookfield DTLA meets the two conditions for being the primary beneficiary of Fund II. We consolidate entities through which we conduct substantially all of our business, and own, directly and through subsidiaries, substantially all of our assets. As of March 31, 2022, these consolidated VIEs had in aggregate total consolidated assets of $2.7 billion (of which $2.4 billion is related to investments in real estate) and total consolidated liabilities of $2.3 billion (of which $2.3 billion is related to non-recourse debt secured by our office and retail properties). The Company is obligated to repay substantially all of the liabilities of our consolidated VIEs, except for the non-recourse secured debt. Investment in Unconsolidated Real Estate Joint Venture. Fund II has a noncontrolling interest in a joint venture, Brookfield DTLA Fund Properties IV LLC (“ Fund IV ”), with DTLA FP IV Holdings. The Company determined that the joint venture is a VIE mainly because its equity investment at risk is insufficient to finance the joint venture’s activities without additional subordinated financial support. While the joint venture meets the definition of a VIE, Brookfield DTLA is not its primary beneficiary as the Company lacks the power through voting or similar rights to direct the activities that most significantly impact the joint venture’s economic performance. Therefore, the Company accounts for its ownership interest in the joint venture under the equity method. Under the equity method of accounting, we initially recognize our investment at cost and subsequently adjust the carrying amount of the investment for our share of the investee’s earnings or losses, distributions received (if any), and other-than-temporary impairments. As of March 31, 2022, the Company’s ownership interest in the joint venture was 30.6%, a decrease from 33.6% as of December 31, 2021 as a result of additional capital contributed by DTLA FP IV Holdings to the joint venture during the three months ended March 31, 2022. The liabilities of the joint venture may only be settled using the assets of 755 South Figueroa and are not recourse to the Company. Brookfield DTLA’s exposure to its investment in the joint venture is limited to its investment balance and the Company has no obligation to make future contributions to the joint venture. Pursuant to the operating agreement of the joint venture, DTLA FP IV Holdings may be required to fund additional amounts for the development of 755 South Figueroa, routine operating costs, and guaranties or commitments of the joint venture. Impact of COVID-19 While we have seen continued improvement in our business during the first quarter of 2022 compared to the same period in 2021, the winter surge of COVID-19 infection fueled by the Omicron variant during December 2021 through January 2022 continued to bring uncertainty to our tenants’ return-to-office plans. Effective January 2022, well-fitting medical-grade mask, surgical mask or higher-level respirators must be worn by employees in Los Angeles County at all times while indoors at the worksite or facility. Although most masking requirements were eased by early March 2022 in Los Angeles County, businesses once again reconsidered and delayed their return-to-office plans. Due to the uncertainties posed to our office property tenants by the COVID-19 pandemic, during the three months ended March 31, 2022, adjustments of $0.1 million, compared to $0.2 million for the same period in 2021, were recognized to lower our office lease income related to certain leases where we determined that the collection of future lease payments was not probable. Retail tenants of our properties continued to benefit from higher visitor traffic since the re-opening of California’s economy in June 2021 (the “ Reopening ”). As such, the Company recorded favorable lease income adjustments of $0.3 million during the three months ended March 31, 2022, compared to adjustments of $0.5 million to lower our lease income during the same period in 2021. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management 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 reporting periods presented. The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances. For example, estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, impairment of long-lived assets and the fair value of debt. Actual results could ultimately differ from such estimates. Impairment Review Investments in long-lived assets, including our investments in real estate, are reviewed for impairment quarterly or if events or changes in circumstances indicate that the carrying amount of the long-lived assets might not be recoverable, which is referred to as a “triggering event” or an “impairment indicator.” The carrying amount of long-lived assets to be held and used is deemed not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. Triggering events or impairment indicators for long-lived assets to be held and used are assessed by property and include significant fluctuations in estimated net operating income, changes in leasing activity, significant near-term lease expirations, current and historical operating and/or cash flow losses, rental rates, and other market factors. When conducting the impairment review of our investments in real estate, we assessed the expected undiscounted cash flows based upon numerous factors. These factors include, but are not limited to, the credit quality of our tenants, available market information, known trends, current market/economic conditions that may affect the asset, and historical and forecasted financial and operating information relating to the property, such as net operating income, leasing activity statistics, vacancy projections, renewal percentage, and rent collection rates. If the undiscounted cash flows expected to be generated by a property are less than its carrying amount, the Company determines the fair value of the property and an impairment loss would be recorded to write down the carrying amount of such property to its fair value. Based on its review, management concluded that none of Brookfield DTLA’s real estate properties were impaired as of March 31, 2022 and December 31, 2021. The Company’s investment in its unconsolidated real estate joint venture is also reviewed for impairment quarterly or when conditions exist that may indicate that the decrease in the carrying amount of the investment has occurred and is other than temporary. Triggering events or impairment indicators for the Company’s unconsolidated real estate joint venture include its recurring operating losses, and other events such as significant changes in construction costs, estimated completion dates, intended holding periods, and other factors related to 755 South Figueroa development. Upon determination that an other-than-temporary impairment has occurred, a write-down is recognized to reduce the carrying amount of the investment to its estimated fair value. Based on its review, management concluded that Brookfield DTLA’s investment in its unconsolidated real estate joint venture was not impaired as of March 31, 2022 and December 31, 2021. Rents, Deferred Rents and Other Receivables Under Accounting Standards Codification (“ ASC ”) Topic 842, Leases , Brookfield DTLA must assess on an individual lease basis whether it is probable that the Company will collect the future lease payments throughout the term of the lease. The Company considers the tenant’s payment history and current credit status when assessing collectibility. If the collectibility of the lease payments is probable at lease commencement, the Company recognizes lease income over the term of the lease on a straight-line basis. During the term of the lease, Brookfield DTLA monitors the credit quality and any related material changes of our tenants by (i) reviewing financial statements of the tenants that are publicly available or that are required to be delivered to us pursuant to the applicable lease, (ii) monitoring news reports regarding our tenants and their respective businesses, (iii) monitoring the tenant’s payment history and current credit status, and (iv) analyzing current economic trends, and reasonable and supportable forecasts of future economic conditions. When collectibility is not deemed probable at the lease commencement date, the Company’s lease income is constrained to the lesser of (i) the income that would have been recognized if collection were probable, or (ii) the lease payments that have been collected from the lessee. If the collectibility assessment changes to probable after the lease commencement date, any difference between the lease income that would have been recognized if collectibility had always been assessed as probable and the lease income recognized to date is recognized as a current-period adjustment to lease income. If the collectibility assessment changes to not probable after the lease commencement date, lease income is reversed to the extent that the lease payments that have been collected from the lessee are less than the lease income recognized to date. Changes to the collectibility of operating leases are recorded as adjustments to lease income in the consolidated statements of operations. As the result of our assessment of the collectibility of amounts due under leases with our tenants, the Company recognized a recovery of lease income totaling $0.2 million during the three months ended March 31, 2022, compared to a reduction totaling $0.7 million during the same period in 2021. Income Taxes Brookfield DTLA has elected to be taxed as a real estate investment trust (“ REIT ”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts its operations with the intent to continue to qualify as a REIT. Accordingly, Brookfield DTLA is not subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to its stockholders, if any, that generally equal or exceed its taxable income. Brookfield DTLA has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“ TRS ”). A TRS is permitted to engage in activities that a REIT cannot engage in directly, such as performing non‑customary services for the Company’s tenants, holding assets that the Company cannot hold directly and conducting certain affiliate transactions. A TRS is subject to both federal and state income taxes. D uring the three months ended March 31, 2022 and 2021, the Company’s various TRS incurred income tax expenses of $0.2 million and $0.9 million, respectively. |
Recently Issued Accounting Lite
Recently Issued Accounting Literature | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Literature | Recently Issued Accounting Literature New Accounting Pronouncements Adopted There have been no new accounting pronouncements adopted during the three months ended March 31, 2022. Accounting Pronouncements Issued But Not Yet Adopted The Company does not anticipate any recently issued accounting standards pronouncements to have a significant impact on the consolidated financial position or results of operations in these or future consolidated financial statements. |
Rents, Deferred Rents and Other
Rents, Deferred Rents and Other Receivables, Net | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Rents, Deferred Rents and Other Receivables, Net | Rents, Deferred Rents and Other Receivables, Net Brookfield DTLA’s rents, deferred rents and other receivables are comprised of the following: March 31, 2022 December 31, 2021 Straight-line and other deferred rents $ 110,551 $ 108,913 Tenant inducements receivable 28,386 28,445 Tenant receivables 4,747 3,316 Other receivables 488 362 Rents, deferred rents and other receivables, gross 144,172 141,036 Less: accumulated amortization of tenant inducements 15,802 15,411 Rents, deferred rents and other receivables, net $ 128,370 $ 125,625 See Note 2 “Basis of Presentation—Rents, Deferred Rents and Other Receivables” for a discussion of assessments regarding the collectibility of rents and deferred rent receivables and related adjustments made during the three months ended March 31, 2022 and 2021. |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Liabilities | Intangible Assets and Liabilities Brookfield DTLA’s intangible assets and liabilities are summarized as follows: March 31, 2022 December 31, 2021 Intangible Assets In-place leases $ 41,422 $ 41,422 Tenant relationships 6,432 6,432 Above-market leases 16,734 16,734 Intangible assets, gross 64,588 64,588 Less: accumulated amortization 49,844 48,565 Intangible assets, net $ 14,744 $ 16,023 Intangible Liabilities Below-market leases $ 33,416 $ 33,416 Less: accumulated amortization 29,339 28,961 Intangible liabilities, net $ 4,077 $ 4,455 A summary of the effect of amortization/accretion of intangible assets and liabilities reported in the consolidated financial statements is as follows: For the Three Months Ended March 31, 2022 2021 Lease income $ 15 $ (110) Depreciation and amortization expense $ 916 $ 1,101 As of March 31, 2022, the estimated amortization/accretion of intangible assets and liabilities in future periods is as follows: In-Place Other Intangible Remainder of 2022 $ 2,062 $ 1,676 $ 1,115 2023 1,947 1,934 794 2024 1,091 1,849 278 2025 951 1,177 263 2026 580 444 245 2027 115 — 154 Thereafter 918 — 1,228 Total future amortization/accretion of intangibles $ 7,664 $ 7,080 $ 4,077 |
Secured Debt, Net
Secured Debt, Net | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Secured Debt, Net | Secured Debt, Net Brookfield DTLA’s secured debt is as follows: Maturity Date (1) Contractual Interest Rates Principal Amount as of March 31, 2022 December 31, 2021 Variable-Rate Loans: Wells Fargo Center–North Tower (2) 10/9/2023 LIBOR + 1.65% $ 400,000 $ 400,000 Wells Fargo Center–North Tower (2) 10/9/2023 LIBOR + 4.00% 65,000 65,000 Wells Fargo Center–North Tower (2)(3) 10/9/2023 LIBOR + 5.00% 35,000 35,000 Wells Fargo Center–South Tower (4) 11/4/2023 LIBOR + 1.80% 260,796 260,796 777 Tower (5) 10/31/2024 LIBOR + 1.60% 231,842 231,842 777 Tower (6) 10/31/2024 LIBOR + 4.15% 43,158 43,158 EY Plaza (7) 10/9/2025 LIBOR + 2.86% 275,000 275,000 EY Plaza (7) 10/9/2025 LIBOR + 6.85% 30,000 30,000 Gas Company Tower (7) 2/9/2026 LIBOR + 1.89% 350,000 350,000 Gas Company Tower (7) 2/9/2026 LIBOR + 5.00% 65,000 65,000 Gas Company Tower (7) 2/9/2026 LIBOR + 7.75% 50,000 50,000 Total variable-rate loans 1,805,796 1,805,796 Fixed-Rate Debt: BOA Plaza 9/1/2024 4.05 % 400,000 400,000 FIGat7th 3/1/2023 3.88 % 58,500 58,500 Total fixed-rate debt 458,500 458,500 Total secured debt 2,264,296 2,264,296 Less: unamortized debt financing costs 6,642 8,375 Total secured debt, net $ 2,257,654 $ 2,255,921 (1) Maturity dates include the effect of extension options that the Company controls, if applicable. As of March 31, 2022 and December 31, 2021, we meet the criteria specified in the loan agreements to extend the loan maturity dates. (2) As required by the loan agreements, we have entered into interest rate cap contracts that limit the LIBOR portion of the interest rate to 2.57%. (3) BAM owns a significant interest in a company whose subsidiary is the lender of this loan. See Note 12—“Related Party Transactions.” (4) As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 3.63%. As of March 31, 2022, a future advance amount of $29.2 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements. (5) As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.00%. As of March 31, 2022, a future advance amount of $36.8 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, and leasing commissions. The Company can draw against this future advance amount as long as a pro rata draw is made against the mezzanine loan future advance amount. (6) As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.00%. As of March 31, 2022, a future advance amount of $6.8 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, and leasing commissions. The Company can draw against this future advance amount as long as a pro rata draw is made against the mortgage loan future advance amount. (7) As required by the loan agreements, we have entered into interest rate cap contracts that limit the LIBOR portion of the interest rate to 4.00%. The weighted average interest rate of the Company’s secured debt was 3.10% and 2.91% as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022, the weighted average term to maturity of our debt (after the impact of extension options that the Company controls, if applicable) was approximately three years. Debt Maturities The following table provides information regarding the Company’s minimum future principal payments due on the Company’s secured debt (after the impact of extension options that the Company controls, if applicable) as of March 31, 2022: 2023 $ 819,296 2024 675,000 2025 305,000 2026 465,000 Total secured debt $ 2,264,296 As of March 31, 2022, $1,805.8 million of the Company’s secured debt may be prepaid without penalty, $400.0 million may be defeased (as defined in the underlying loan agreements) and $58.5 million may be prepaid with prepayment penalties. Non-Recourse Carve Out Guarantees All of our secured debt is subject to “non-recourse carve out” guarantees that expire upon elimination of the underlying loan obligations. In connection with all of these loans, Brookfield DTLA entered into “non-recourse carve out” guarantees, which provide for these otherwise non-recourse loans to become partially or fully recourse against DTLA Holdings, if certain triggering events (as defined in the loan agreements) occur. Debt Compliance As of March 31, 2022 and December 31, 2021, Brookfield DTLA was in compliance with all material financial covenants contained in the loan agreements. Certain loan agreements held by Brookfield DTLA contain debt yield and debt service coverage ratios. As of March 31, 2022, Brookfield DTLA was meeting or exceeding these financial ratios, with the exception of the loans secured by Wells Fargo Center—South Tower and Wells Fargo Center—North Tower that did not meet their respective minimum debt yield ratio. Wells Fargo Center–South Tower — Pursuant to the terms of the Wells Fargo Center–South Tower mortgage loan agreement, effective Septemb er 2020, a cash sweep event commenced as the borrower’s debt yield ratio was under the minimum debt yield ratio. While this does not constitute an Event of Default under the terms of the mortgage loan agreement, any excess operating cash flows are currently swept to a cash account controlled by the loan administrative agent. Funds within this account shall be applied to the borrower's approved operating expenses, capital expenditures and leasing costs; property taxes and insurance; interest and any other amounts due and payable under the loan and interest rate cap contracts; and fees and expenses due to the loan administrative agent. Wells Fargo Center–North Tower — As of March 31, 2022, the borrower’s debt yield ratio was under the minimum debt yield ratio. While this does not constitute an Event of Default under the terms of the mortgage loan agreement, following the occurrence of such debt yield event, any excess operating cash flows are to be swept to a cash account controlled by the loan administrative agent. Funds within this account shall be applied to the borrower's approved operating expenses; tenant improvement costs and leasing commissions (capped at the leasing reserve deposit amount as specified in the loan agreements); property taxes and insurance; interest and any other amounts due and payable under the loan and interest rate cap contracts; reserve accounts; and fees and expenses due to the loan administrative agent. The cash sweep started in January 2022. London Interbank Offered Rate (“ LIBOR ”) Transition The chief executive of the United Kingdom Financial Conduct Authority (“ FCA ”), which regulates LIBOR, previously announced that the FCA intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In response, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ ARRC ”) which identified the Secured Overnight Financing Rate (“ SOFR ”) as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. In November 2020, the Intercontinental Exchange (“ ICE ”) Benchmark Administration Limited, the benchmark administrator for USD-LIBOR rates, proposed extending the publication of certain commonly-used USD-LIBOR settings until June 30, 2023 and the FCA issued a statement supporting such proposal. In connection with this proposal, certain U.S. banking regulators issued guidance strongly encouraging banks to generally cease entering into new contracts referencing USD-LIBOR as soon as practicable and in any event by December 31, 2021. It is not possible to predict the effect of these changes, including when there will be sufficient liquidity in the SOFR markets. We have outstanding variable debt an d interest rate cap contracts that are indexed to LIBOR. The Company is currently in the process of identifying its LIBOR-based contracts that will be impacted by the cessation of LIBOR and incorporating non-LIBOR reference rate and/or fallback language in new contracts to prepare for these changes. As of March 31, 2022, all of the Company’s variable debt contracts contain fallback languages that lay out the process through which a replacement rate can be identified or used when LIBOR is not available. |
Accounts Payable and Other Liab
Accounts Payable and Other Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Other Liabilities | Accounts Payable and Other Liabilities Brookfield DTLA’s accounts payable and other liabilities are comprised of the following: March 31, 2022 December 31, 2021 Tenant improvements and inducements payable $ 30,498 $ 32,973 Unearned rent and tenant payables 27,685 31,249 Accrued capital expenditures and leasing commissions 9,157 7,422 Accrued expenses and other liabilities 10,566 5,968 Accounts payable and other liabilities $ 77,906 $ 77,612 |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Mezzanine Equity Component Mezzanine equity in the consolidated balance sheets is comprised of the following: Series A Preferred Stock. As of March 31, 2022 and December 31, 2021, 9,730,370 shares of Series A preferred stock were outstanding, of which 9,357,469 shares were issued to third parties and 372,901 shares were issued to DTLA Fund Holding Co., a subsidiary of DTLA Holdings. Series A Preferred Interest. The Series A preferred interest in Fund II is indirectly held by the Company through wholly owned subsidiaries (subject to certain REIT accommodation preferred interests). Series A-1 Preferred Interest. The Series A-1 preferred interest is held by DTLA Holdings or wholly-owned subsidiaries of DTLA Holdings. Senior Participating Preferred Interest. Brookfield DTLA Fund Properties III LLC (“ Fund III ”), a wholly-owned subsidiary of DTLA Holdings, issued a senior participating preferred interest to DTLA Holdings in connection with the formation of Brookfield DTLA and the MPG acquisition. Series B Preferred Interest. Pursuant to the Limited Liability Company Agreement (“ LLCA ”) of Fund II and the subsequent amendment to the LLCA, DTLA Holdings made a commitment to contribute up to $310.0 million in cash or property to Fund II, which directly or indirectly owns the Brookfield DTLA properties. As of March 31, 2022, $10.8 million is available to the Company under this commitment for future funding. The Series B preferred interest in Fund II held by DTLA Holdings is effectively senior to the interest in Fund II indirectly held by the Company and has a priority on distributions senior to the equity securities of such subsidiaries held indirectly by the Company and, as a result, effectively rank senior to the Series A preferred stock. The Series B preferred interest in Fund II may limit the amount of funds available to the Company for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. The Series A-1 preferred interest, senior participating preferred interest and Series B preferred interest are held by a noncontrolling interest holder. Series A preferred stock, Series A-1 preferred interest, senior participating preferred interest and Series B preferred interest (collectively, the “ Preferred Interests ”) are classified as mezzanine equity because they are callable, and the holder of the Series A-1 preferred interest, senior participating preferred interest, Series B preferred interest, and some of the Series A preferred stock indirectly controls the ability to elect to redeem such instruments, through its controlling interest in the Company and its subsidiaries. See Note 9—“Mezzanine Equity.” Stockholders’ Deficit Component |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity A summary of the change in mezzanine equity is as follows: Number of Series A Noncontrolling Interests Total Series A-1 Senior Series B Balance, December 31, 2021 9,730,370 $ 465,577 $ 452,454 $ 21,191 $ 177,290 $ 1,116,512 Issuance of Series B preferred interest 10,330 10,330 Dividends 4,637 4,637 Preferred returns 4,303 3,750 8,053 Redemption measurement adjustments (201) (201) Contributions from noncontrolling 125 125 Repurchases of noncontrolling interests (15,795) (15,795) Distributions to noncontrolling interests (379) (5,005) (5,384) Balance, March 31, 2022 9,730,370 $ 470,214 $ 456,757 $ 20,736 $ 170,570 $ 1,118,277 Number of Series A Noncontrolling Interests Total Series A-1 Senior Series B Balance, December 31, 2020 9,730,370 $ 447,028 $ 435,242 $ 20,413 $ 198,827 $ 1,101,510 Issuance of Series B preferred interest 2,600 2,600 Dividends 4,637 4,637 Preferred returns 4,303 4,282 8,585 Redemption measurement adjustments 601 601 Contributions from noncontrolling 171 171 Repurchases of noncontrolling interests (16,156) (16,156) Distributions to noncontrolling interests (242) (4,244) (4,486) Balance, March 31, 2021 9,730,370 $ 451,665 $ 439,545 $ 20,943 $ 185,309 $ 1,097,462 During the three months ended March 31, 2022 and 2021, net repurchases of and distributions to noncontrolling interests were made using the excess operating cash flows generated from properties. Series A Preferred Stock As of March 31, 2022, the Series A preferred stock is reported at its redemption value of $470.2 million calculated using the redemption price of $243.3 million plus $227.0 million of accumulated and unpaid dividends on such Series A preferred stock through March 31, 2022. No dividends were declared on the Series A preferred stock during the three months ended March 31, 2022 and 2021. Dividends on the Series A preferred stock are cumulative, and therefore, will continue to accrue at an annual rate of $1.90625 per share. The Series A preferred stock does not have a stated maturity and is not subject to any sinking fund or mandatory redemption provisions. We may, at our option, redeem the Series A preferred stock, in whole or in part, for $25.00 per share, plus all accumulated and unpaid dividends on such Series A preferred stock up to and including the redemption date. There is no commitment or obligation on the part of Brookfield DTLA or DTLA Holdings to redeem the Series A preferred stock. The Series A preferred stock is not convertible into or exchangeable for any other property or securities of Brookfield DTLA. Noncontrolling Interests There is no commitment or obligation on the part of Brookfield DTLA or DTLA Holdings to redeem the Preferred Interests. Series A-1 Preferred Interest As of March 31, 2022, the Series A-1 preferred interest is reported at its redemption value of $456.8 million calculated using its liquidation value of $225.7 million plus $231.0 million of unpaid interest through March 31, 2022. Interest earned on the Series A-1 preferred interest is cumulative and accrues at an annual rate of 7.625%. Senior Participating Preferred Interest As of March 31, 2022, the senior participating preferred interest is reported at its redemption value of $20.7 million using the 4.0% participating interest in the residual value of BOA Plaza, EY Plaza and FIGat7th upon disposition or liquidation. Series B Preferred Interest As of March 31, 2022, the Series B preferred interest is reported at its redemption value of $170.6 million calculated using its liquidation value of $169.3 million plus $1.3 million of unpaid preferred returns on such Series B preferred interest through March 31, 2022. Brookfield DTLA is entitled to receive a market rate of return on its contributions, currently 9.0% as of March 31, 2022. Distribution Waterfall Brookfield DTLA may, at its discretion, distribute all or a portion of its available cash (as defined in the limited liability company agreement of Fund II) in the following priority: (1) First to: Series B preferred interest unpaid preferred return Second to: Series B preferred interest unreturned preferred capital Third, proportionally in respect of Series A preferred interest unpaid preferred return (2) Series A-1 preferred interest unpaid preferred return (3) Fourth, proportionally in respect Series A preferred interest unreturned capital Series A-1 preferred interest unreturned capital (3) And fifth to: Common interests to Brookfield DTLA and DTLA Holdings (5) __________ (1) Cash available to Fund II arises from its interests in its investments. Fund II owns indirectly all of the interests in Gas Company Tower, Wells Fargo Center–South Tower, Wells Fargo Center–North Tower, 777 Tower and an interest in the 755 South Figueroa development site which will decrease as capital is called to fund the development. See Note 1 “Organization and Description of Business” . In addition, Fund II owns 96% indirectly of the interests in EY Plaza, FIGat7th and BOA Plaza (the “Fund III Assets”). DTLA Holdings owns the remaining 4% interest in the Fund III Assets. The amounts due to DTLA Holdings on the senior participating preferred interest for its preferred return and unreturned capital in Fund III were fully paid as of December 31, 2015. All of Fund II’s interests in these assets are subject to certain REIT accommodation preferred interests. This waterfall may be effected by future equity issuances in respect of Fund II, Fund III, Fund IV, or their subsidiaries, and are subject to all of the indebtedness of the entities. (2) The Fund II Series A preferred interest is comprised of two parts, one is a preferred component with the analogous economic terms as the Company’s Series A Preferred Stock and a common component, which is junior to the preferred component of the Series A interest on analogous terms to the relationship between the Company’s Series A Preferred Stock and Common Stock. The Series A preferred interest is junior to the Fund II Series B preferred interest. See Note 8 “Noncontrolling Interests — Series B Preferred Interest” . Amounts paid in respect of the Fund II’s Series A preferred interest are generally available upon distribution to the Company for further distribution in respect of the Company’s Series A Preferred Stock, and, when and if distributed in respect of the Series A Preferred Stock, will be distributed first to accumulated and unpaid dividends and to reduce its unreturned liquidation capital. (3) DTLA Holdings in its capacity as the holder of the Series A-1 preferred interest can waive receipt of distributions that would otherwise be made to it in respect of the Series A-1 preferred interest and such amounts shall be paid instead to the Series A preferred interest or as otherwise provided by the subsequent provisions of the waterfall. Any amounts waived by DTLA Holdings shall not reduce the Series A-1 unpaid preferred return or unreturned capital. (4) Applicable if distribution is (a) in connection with a liquidating event or redemption or (b) at the election of Brookfield DTLA. (5) Based on the interests of the Series A and Series B interests of the Fund after repayment of the preferred capital portion of each of them, until the Senior A junior unreturned liquidation capital is reduced to zero. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial Instruments Derivative Financial Instruments The following table presents the interest rate cap contracts pursuant to the terms of certain of its loan agreements as of March 31, 2022: Notional Strike Expiration Interest Rate Caps: Wells Fargo Center–North Tower $ 400,000 2.57% 10/15/2022 Wells Fargo Center–North Tower 65,000 2.57% 10/15/2022 Wells Fargo Center–North Tower 35,000 2.57% 10/15/2022 Wells Fargo Center–South Tower 290,000 3.63% 11/4/2022 777 Tower 268,600 4.00% 11/10/2022 777 Tower 50,000 4.00% 11/10/2022 EY Plaza 275,000 4.00% 10/15/2022 EY Plaza 30,000 4.00% 10/15/2022 Gas Company Tower 350,000 4.00% 2/15/2023 Gas Company Tower 65,000 4.00% 2/15/2023 Gas Company Tower 50,000 4.00% 2/15/2023 Total derivatives not designated $ 1,878,600 __________ (1) The index used for all derivative financial instruments shown above is 1-Month LIBOR. A summary of the fair value of Brookfield DTLA’s derivative financial instruments is as follows: Fair Value as of Balance Sheet Location March 31, 2022 December 31, 2021 Derivatives not designated as Prepaid and other assets, net $ 257 $ 46 Changes in fair value of interest rate cap contracts recognized in the consolidated statements of operations during the three months ended March 31, 2022 and 2021 were de minimis. Other Financial Instruments Brookfield DTLA’s other financial instruments that are exposed to concentrations of credit risk consist primarily of bank deposits and rents receivable. Brookfield DTLA places its bank deposits with major commercial banks. Cash balances with any one institution may at times be in excess of the Federal Deposit Insurance Corporation-insured limit of $250,000. See Note 2 “Basis of Presentation—Rents, Deferred Rents and Other Receivables” for a discussion of assessments regarding the collectibility of rents and deferred rents receivable and related adjustments made during the three months ended March 31, 2022 and 2021. |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures ASC Topic 820, Fair Value Measurement , defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the “exit price”). ASC Topic 820 established a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three categories: • Level 1— Quoted prices (unadjusted) in active markets that are accessible at the measurement date. • Level 2— Observable prices that are based on inputs not quoted in active markets but corroborated by market data. • Level 3— Unobservable prices that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. Brookfield DTLA utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, as well as consider counterparty credit risk in its assessment of fair value. Recurring Measurements— The fair value of Brookfield DTLA’s interest rate swap contracts was determined using widely accepted valuation techniques, including discounted cash flow analyses on the expected cash flows of the derivatives. These analyses reflect the contractual terms of the derivatives, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatilities. The Company has incorporated credit valuation adjustments to appropriately reflect both our and the respective counterparty’s non‑performance risk in the fair value measurements. The interest rate swap contracts were terminated in September 2020. See Note 10 “Financial Instruments.” The fair value of interest rate cap contracts was $257 thousand and $46 thousand as of March 31, 2022 and December 31, 2021, respectively. The Company classified them as Level 2 in the fair value hierarchy. Nonrecurring Measurements— As of March 31, 2022 and December 31, 2021, the Company did not have any assets or liabilities that are measured at fair value on a nonrecurring basis. Refer to Note 2—“Basis of Presentation —Impairment Review” for further discussion. Disclosures about Fair Value of Financial Instruments— Secured debt — The Company estimates the fair value of its debt by calculating the credit-adjusted present value of principal and interest payments for each loan. The calculation incorporates observable market interest rates (Level 2 inputs), assumes that each loan will be outstanding until maturity, and excludes any options to extend the maturity date of the loan available per the terms of the loan agreement, if any. The table below presents the estimated fair value and carrying value of the Company’s secured debt included in liabilities: March 31, 2022 December 31, 2021 Fair Value $ 2,258,765 $ 2,263,160 Carrying value $ 2,257,654 $ 2,255,921 Other financial instruments — As of March 31, 2022 and December 31, 2021, the carrying values of cash and cash equivalents, restricted cash, tenant and other receivables, other assets, accounts payable and other liabilities, and balances with affiliates approximate fair value because of the short-term nature of these instruments. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Management Agreements Certain subsidiaries of Brookfield DTLA have entered into arrangements with the Manager, pursuant to which the Manager provides property management and various other services. The following table presents the basis of fees incurred to the Manager and Brookfield affiliates during the three months ended March 31, 2022 and 2021: Fee Type Affiliate Fee Description Property management The Manager 2.75% of rents collected (as defined in the management agreements) Asset management BPY and BAM 0.75% of DTLA Holdings’ invested equity in Brookfield DTLA’s properties Leasing The Manager and Brookfield affiliates 1.00% to 4.00% of expected rents, depending on the terms of the lease and whether a third-party broker was paid a commission for the transaction Construction management The Manager 3.00% of hard and soft construction costs Development management Other 3.00% of hard and soft construction costs Entitlement Other 20.00% of the entitlement costs incurred by BOA Plaza, if the entitlement budget is less than $3,000,000 A summary of fees and costs incurred by the applicable Brookfield DTLA subsidiaries under these arrangements is as follows: For the Three Months Ended March 31, 2022 2021 Property management $ 1,968 $ 2,036 Asset management $ 1,559 $ 1,547 Leasing $ 81 $ 280 Construction management $ 57 $ 279 Development management (1) $ 566 $ 349 Entitlement $ 55 $ 67 General, administrative and reimbursable expenses $ 739 $ 585 __________ (1) Amounts presented are calculated by applying the Company’s ownership interest percentage in the unconsolidated real estate joint venture as of period end to the costs incurred during the period. Expenses incurred under these arrangements are included in rental property operating and maintenance expense in the consolidated statements of operations, with the exception of asset management fee which is included in other expenses. Leasing fees are capitalized as deferred charges, construction management and entitlement fees are capitalized as part of investments in real estate, and development management fees are capitalized and included in the investment in unconsolidated real estate joint venture in the consolidated balance sheets. Insurance Agreements Properties held by certain Brookfield DTLA subsidiaries and affiliates are covered under insurance policies entered into by the Manager. Insurance premiums for Brookfield DTLA’s properties are paid by the Manager. Brookfield DTLA reimburses the Manager for the amount of fees and expenses related to such policies that have been allocated to the Company’s properties as determined by the Manager in its reasonable discretion taking into consideration certain facts and circumstances, including the value of the Company’s properties. A summary of costs incurred by the applicable Brookfield DTLA subsidiaries and affiliates under this arrangement, which are included in rental property operating and maintenance expense in the consolidated statements of operations, is as follows: For the Three Months Ended March 31, 2022 2021 Insurance expense (1) $ 3,083 $ 3,192 __________ (1) An affiliate of BAM secures insurance policies for the Company through third-party brokers and insurance companies and charges the Company a fee for the services it provides. Fees charged vary but will not exceed 2.50% of the total net insurance premiums of the Company and its covered properties. Effective November 1, 2021, this affiliate of BAM ceased charging such fee. During the three months ended March 31, 2021, fees incurred for these services totaled $78 thousand. Additionally, the Company’s terrorism insurance coverage is purchased through a captive facility that is an affiliate of BPY. Insurance premiums incurred totaled $32 thousand during each of the three months ended March 31, 2022 and 2021. Other Related Party Transactions with BAM Affiliates A summary of the impact of other related party transactions with BAM affiliates on the Company’s consolidated statements of operations is as follows: For the Three Months Ended March 31, 2022 2021 Lease income (1) $ 3,610 $ 4,776 Parking revenue (1) $ 247 $ 250 Rental property operating and maintenance expense (2) $ — $ 111 Interest expense (3)(4) $ 568 $ 496 __________ (1) In September 2019, BAM acquired a significant interest in Oaktree Capital Group, LLC (“ Oaktree ”), an existing tenant at Wells Fargo Center–North Tower. Lease income and parking revenue from Oaktree and its subsidiaries have been reported as related party transactions since the date of acquisition by BAM. (2) Amounts presented are for purchases of chilled water for air conditioning at one of the Company’s properties supplied by an affiliate of BAM. In July 2021, such supplier was acquired by third parties. (3) A subsidiary of Oaktree is the lender of the $35.0 million mezzanine loan secured by Wells Fargo Center–North Tower. Interest payable to the lender totaled $89 thousand as of March 31, 2022 and is reported as part of accounts payable and other liabilities in the consolidated balance sheets. See Note 6—“Secured Debt, Net.” Interest expense on this loan has been reported as a related party transaction since the date of acquisition by BAM. (4) In February 2021, BAM purchased $18.2 million of commercial mortgage-backed securities (“ CMBS ”) secured by the Gas Company Tower loans in the open market. The CMBS are payable in monthly installments over a two-year period at a fixed interest rate of 2.50%. The transaction was conducted on an arm’s length basis at fair market value. In September 2021, this CMBS was sold to Brookfield Asset Management Reinsurance Partners Ltd., an affiliate of BAM. During the three months ended March 31, 2022 and 2021 , the Company incurred interest expense of $114 thousand and $47 thousand, respectively, on this CMBS. The Manager or its affiliates may incur certain out-of-pocket expenses on behalf of the Company and pass through such expenses at cost to the Company. |
Future Minimum Base Rents
Future Minimum Base Rents | 3 Months Ended |
Mar. 31, 2022 | |
Lessor Disclosure [Abstract] | |
Future Minimum Base Rents | Future Minimum Base Rents Brookfield DTLA leases space to tenants primarily under non-cancelable operating leases that generally contain provisions for payment of base rent plus reimbursement of certain operating expenses. The table below presents the undiscounted cash flows for future minimum base rents to be received from tenants under executed non-cancelable office and retail leases as of March 31, 2022: Remainder of 2022 $ 116,385 2023 147,104 2024 133,152 2025 120,612 2026 108,712 2027 83,460 Thereafter 436,009 Total future minimum base rents $ 1,145,434 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation Brookfield DTLA and its subsidiaries may be subject to pending legal proceedings and litigation incidental to its business. After consultation with legal counsel, management believes that any liability that may potentially result upon resolution of such matters is not expected to have a material adverse effect on the Company’s business, financial condition or consolidated financial statements as a whole. Concentration of Tenant Credit Risk Credit risk arises from the possibility that tenants may be unable to fulfill their lease commitments. Brookfield DTLA’s properties are typically leased to high credit-rated tenants for lease terms ranging from five Brookfield DTLA generally does not require collateral or other security from its tenants, other than security deposits or letters of credit. Our credit risk is mitigated by the high quality of our existing tenant base, review of prospective tenants’ risk profiles prior to lease execution, and frequent monitoring of our tenant portfolio to identify problem tenants. However, since we may have a concentration of lease income from certain tenants, the inability of those tenants to make payments under their leases could have a material adverse effect on our results of operations, cash flows or financial condition. Capital Commitments As of March 31, 2022, the Company had $34.6 million in tenant-related commitments, including tenant improvements, tenant inducements and leasing commissions, which are based on executed leases. As of March 31, 2022, $29.1 million of our tenant-related commitments were expected to be paid during the remainder of 2022. Additionally, we had $0.2 million in construction-related commitments, mainly related to retention payable to contractors for the atrium redevelopment project at Wells Fargo Center as of March 31, 2022. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”) applicable to interim financial information and with the instructions to Form 10‑Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal and recurring nature, considered necessary for a fair presentation of the financial position and interim results of Brookfield DTLA as of and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of those that may be expected for a full fiscal year. The consolidated balance sheets as of March 31, 2022 and December 31, 2021 include the accounts of Brookfield DTLA and subsidiaries in which it has a controlling financial interest. All intercompany transactions have been eliminated in consolidation as of March 31, 2022 and December 31, 2021, and for each of the three months ended March 31, 2022 and 2021. The accompanying notes to the unaudited consolidated financial statements do not include all disclosures required by GAAP. The unaudited consolidated financial information included herein should be read in conjunction with the audited consolidated financial statements and related notes included in Brookfield DTLA’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “ SEC ”) on March 24, 2022. |
Determination of Controlling Financial Interest | Determination of Controlling Financial Interest We consolidate entities in which Brookfield DTLA is considered to be the primary beneficiary of a variable interest entity (“ VIE ”) or has a majority of the voting interest in the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. We do not consolidate entities in which the other parties have substantive kick-out rights to remove the Company’s power to direct the activities, and most significantly impacting the economic performance, of the VIE. In determining whether we are the primary beneficiary, we consider factors such as ownership interest, management representation, authority to control decisions, and contractual and substantive participating rights of each party. Brookfield DTLA Fund Properties II LLC. The Company earns a return through an indirect investment in Fund II. DTLA Holdings, the parent of Brookfield DTLA, owns all of the common interest in Fund II. Brookfield DTLA has an indirect preferred stock interest in Fund II and its wholly-owned subsidiary is the managing member of Fund II. The Company determined that Fund II is a VIE. As a result of having the power to direct the significant activities of Fund II that impact Fund II’s economic performance, and the obligation to absorb losses of, or the right to receive benefits from, Fund II that could potentially be significant to the Fund II , Brookfield DTLA meets the two conditions for being the primary beneficiary of Fund II. |
Investment in Unconsolidated Real Estate Joint Venture | Investment in Unconsolidated Real Estate Joint Venture. Fund II has a noncontrolling interest in a joint venture, Brookfield DTLA Fund Properties IV LLC (“ Fund IV |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management 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 reporting periods presented. The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances. For example, estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, impairment of long-lived assets and the fair value of debt. Actual results could ultimately differ from such estimates. |
Impairment Review | Impairment Review Investments in long-lived assets, including our investments in real estate, are reviewed for impairment quarterly or if events or changes in circumstances indicate that the carrying amount of the long-lived assets might not be recoverable, which is referred to as a “triggering event” or an “impairment indicator.” The carrying amount of long-lived assets to be held and used is deemed not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. Triggering events or impairment indicators for long-lived assets to be held and used are assessed by property and include significant fluctuations in estimated net operating income, changes in leasing activity, significant near-term lease expirations, current and historical operating and/or cash flow losses, rental rates, and other market factors. When conducting the impairment review of our investments in real estate, we assessed the expected undiscounted cash flows based upon numerous factors. These factors include, but are not limited to, the credit quality of our tenants, available market information, known trends, current market/economic conditions that may affect the asset, and historical and forecasted financial and operating information relating to the property, such as net operating income, leasing activity statistics, vacancy projections, renewal percentage, and rent collection rates. If the undiscounted cash flows expected to be generated by a property are less than its carrying amount, the Company determines the fair value of the property and an impairment loss would be recorded to write down the carrying amount of such property to its fair value. Based on its review, management concluded that none of Brookfield DTLA’s real estate properties were impaired as of March 31, 2022 and December 31, 2021. The Company’s investment in its unconsolidated real estate joint venture is also reviewed for impairment quarterly or when conditions exist that may indicate that the decrease in the carrying amount of the investment has occurred and is other than temporary. Triggering events or impairment indicators for the Company’s unconsolidated real estate joint venture include its recurring operating losses, and other events such as significant changes in construction costs, estimated completion dates, intended holding periods, and other factors related to 755 South Figueroa development. Upon determination that an other-than-temporary impairment has occurred, a write-down is recognized to reduce the carrying amount of the investment to its estimated fair value. Based on its review, management concluded that Brookfield DTLA’s investment in its unconsolidated real estate joint venture was not impaired as of March 31, 2022 and December 31, 2021. |
Rents, Deferred Rents and Other Receivables | Rents, Deferred Rents and Other Receivables Under Accounting Standards Codification (“ ASC ”) Topic 842, Leases |
Income Taxes | Income Taxes Brookfield DTLA has elected to be taxed as a real estate investment trust (“ REIT ”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts its operations with the intent to continue to qualify as a REIT. Accordingly, Brookfield DTLA is not subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to its stockholders, if any, that generally equal or exceed its taxable income. Brookfield DTLA has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“ TRS |
New Accounting Pronouncements Adopted and Accounting Pronouncements Issued But Not Yet Adopted | New Accounting Pronouncements Adopted There have been no new accounting pronouncements adopted during the three months ended March 31, 2022. Accounting Pronouncements Issued But Not Yet Adopted The Company does not anticipate any recently issued accounting standards pronouncements to have a significant impact on the consolidated financial position or results of operations in these or future consolidated financial statements. |
Rents, Deferred Rents and Oth_2
Rents, Deferred Rents and Other Receivables, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Rents, Deferred Rents and Other Receivables | Brookfield DTLA’s rents, deferred rents and other receivables are comprised of the following: March 31, 2022 December 31, 2021 Straight-line and other deferred rents $ 110,551 $ 108,913 Tenant inducements receivable 28,386 28,445 Tenant receivables 4,747 3,316 Other receivables 488 362 Rents, deferred rents and other receivables, gross 144,172 141,036 Less: accumulated amortization of tenant inducements 15,802 15,411 Rents, deferred rents and other receivables, net $ 128,370 $ 125,625 |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles | Brookfield DTLA’s intangible assets and liabilities are summarized as follows: March 31, 2022 December 31, 2021 Intangible Assets In-place leases $ 41,422 $ 41,422 Tenant relationships 6,432 6,432 Above-market leases 16,734 16,734 Intangible assets, gross 64,588 64,588 Less: accumulated amortization 49,844 48,565 Intangible assets, net $ 14,744 $ 16,023 Intangible Liabilities Below-market leases $ 33,416 $ 33,416 Less: accumulated amortization 29,339 28,961 Intangible liabilities, net $ 4,077 $ 4,455 |
Schedule of Effect of Intangible Amortization/Accretion | A summary of the effect of amortization/accretion of intangible assets and liabilities reported in the consolidated financial statements is as follows: For the Three Months Ended March 31, 2022 2021 Lease income $ 15 $ (110) Depreciation and amortization expense $ 916 $ 1,101 |
Schedule of Estimated Future Intangible Amortization/Accretion | As of March 31, 2022, the estimated amortization/accretion of intangible assets and liabilities in future periods is as follows: In-Place Other Intangible Remainder of 2022 $ 2,062 $ 1,676 $ 1,115 2023 1,947 1,934 794 2024 1,091 1,849 278 2025 951 1,177 263 2026 580 444 245 2027 115 — 154 Thereafter 918 — 1,228 Total future amortization/accretion of intangibles $ 7,664 $ 7,080 $ 4,077 |
Secured Debt, Net (Tables)
Secured Debt, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Brookfield DTLA’s secured debt is as follows: Maturity Date (1) Contractual Interest Rates Principal Amount as of March 31, 2022 December 31, 2021 Variable-Rate Loans: Wells Fargo Center–North Tower (2) 10/9/2023 LIBOR + 1.65% $ 400,000 $ 400,000 Wells Fargo Center–North Tower (2) 10/9/2023 LIBOR + 4.00% 65,000 65,000 Wells Fargo Center–North Tower (2)(3) 10/9/2023 LIBOR + 5.00% 35,000 35,000 Wells Fargo Center–South Tower (4) 11/4/2023 LIBOR + 1.80% 260,796 260,796 777 Tower (5) 10/31/2024 LIBOR + 1.60% 231,842 231,842 777 Tower (6) 10/31/2024 LIBOR + 4.15% 43,158 43,158 EY Plaza (7) 10/9/2025 LIBOR + 2.86% 275,000 275,000 EY Plaza (7) 10/9/2025 LIBOR + 6.85% 30,000 30,000 Gas Company Tower (7) 2/9/2026 LIBOR + 1.89% 350,000 350,000 Gas Company Tower (7) 2/9/2026 LIBOR + 5.00% 65,000 65,000 Gas Company Tower (7) 2/9/2026 LIBOR + 7.75% 50,000 50,000 Total variable-rate loans 1,805,796 1,805,796 Fixed-Rate Debt: BOA Plaza 9/1/2024 4.05 % 400,000 400,000 FIGat7th 3/1/2023 3.88 % 58,500 58,500 Total fixed-rate debt 458,500 458,500 Total secured debt 2,264,296 2,264,296 Less: unamortized debt financing costs 6,642 8,375 Total secured debt, net $ 2,257,654 $ 2,255,921 (1) Maturity dates include the effect of extension options that the Company controls, if applicable. As of March 31, 2022 and December 31, 2021, we meet the criteria specified in the loan agreements to extend the loan maturity dates. (2) As required by the loan agreements, we have entered into interest rate cap contracts that limit the LIBOR portion of the interest rate to 2.57%. (3) BAM owns a significant interest in a company whose subsidiary is the lender of this loan. See Note 12—“Related Party Transactions.” (4) As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 3.63%. As of March 31, 2022, a future advance amount of $29.2 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements. (5) As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.00%. As of March 31, 2022, a future advance amount of $36.8 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, and leasing commissions. The Company can draw against this future advance amount as long as a pro rata draw is made against the mezzanine loan future advance amount. (6) As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.00%. As of March 31, 2022, a future advance amount of $6.8 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, and leasing commissions. The Company can draw against this future advance amount as long as a pro rata draw is made against the mortgage loan future advance amount. |
Schedule of Debt Maturities | The following table provides information regarding the Company’s minimum future principal payments due on the Company’s secured debt (after the impact of extension options that the Company controls, if applicable) as of March 31, 2022: 2023 $ 819,296 2024 675,000 2025 305,000 2026 465,000 Total secured debt $ 2,264,296 |
Accounts Payable and Other Li_2
Accounts Payable and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Other Liabilities | Brookfield DTLA’s accounts payable and other liabilities are comprised of the following: March 31, 2022 December 31, 2021 Tenant improvements and inducements payable $ 30,498 $ 32,973 Unearned rent and tenant payables 27,685 31,249 Accrued capital expenditures and leasing commissions 9,157 7,422 Accrued expenses and other liabilities 10,566 5,968 Accounts payable and other liabilities $ 77,906 $ 77,612 |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Change in Mezzanine Equity | A summary of the change in mezzanine equity is as follows: Number of Series A Noncontrolling Interests Total Series A-1 Senior Series B Balance, December 31, 2021 9,730,370 $ 465,577 $ 452,454 $ 21,191 $ 177,290 $ 1,116,512 Issuance of Series B preferred interest 10,330 10,330 Dividends 4,637 4,637 Preferred returns 4,303 3,750 8,053 Redemption measurement adjustments (201) (201) Contributions from noncontrolling 125 125 Repurchases of noncontrolling interests (15,795) (15,795) Distributions to noncontrolling interests (379) (5,005) (5,384) Balance, March 31, 2022 9,730,370 $ 470,214 $ 456,757 $ 20,736 $ 170,570 $ 1,118,277 Number of Series A Noncontrolling Interests Total Series A-1 Senior Series B Balance, December 31, 2020 9,730,370 $ 447,028 $ 435,242 $ 20,413 $ 198,827 $ 1,101,510 Issuance of Series B preferred interest 2,600 2,600 Dividends 4,637 4,637 Preferred returns 4,303 4,282 8,585 Redemption measurement adjustments 601 601 Contributions from noncontrolling 171 171 Repurchases of noncontrolling interests (16,156) (16,156) Distributions to noncontrolling interests (242) (4,244) (4,486) Balance, March 31, 2021 9,730,370 $ 451,665 $ 439,545 $ 20,943 $ 185,309 $ 1,097,462 |
Schedule of Distribution Waterfall | Brookfield DTLA may, at its discretion, distribute all or a portion of its available cash (as defined in the limited liability company agreement of Fund II) in the following priority: (1) First to: Series B preferred interest unpaid preferred return Second to: Series B preferred interest unreturned preferred capital Third, proportionally in respect of Series A preferred interest unpaid preferred return (2) Series A-1 preferred interest unpaid preferred return (3) Fourth, proportionally in respect Series A preferred interest unreturned capital Series A-1 preferred interest unreturned capital (3) And fifth to: Common interests to Brookfield DTLA and DTLA Holdings (5) __________ (1) Cash available to Fund II arises from its interests in its investments. Fund II owns indirectly all of the interests in Gas Company Tower, Wells Fargo Center–South Tower, Wells Fargo Center–North Tower, 777 Tower and an interest in the 755 South Figueroa development site which will decrease as capital is called to fund the development. See Note 1 “Organization and Description of Business” . In addition, Fund II owns 96% indirectly of the interests in EY Plaza, FIGat7th and BOA Plaza (the “Fund III Assets”). DTLA Holdings owns the remaining 4% interest in the Fund III Assets. The amounts due to DTLA Holdings on the senior participating preferred interest for its preferred return and unreturned capital in Fund III were fully paid as of December 31, 2015. All of Fund II’s interests in these assets are subject to certain REIT accommodation preferred interests. This waterfall may be effected by future equity issuances in respect of Fund II, Fund III, Fund IV, or their subsidiaries, and are subject to all of the indebtedness of the entities. (2) The Fund II Series A preferred interest is comprised of two parts, one is a preferred component with the analogous economic terms as the Company’s Series A Preferred Stock and a common component, which is junior to the preferred component of the Series A interest on analogous terms to the relationship between the Company’s Series A Preferred Stock and Common Stock. The Series A preferred interest is junior to the Fund II Series B preferred interest. See Note 8 “Noncontrolling Interests — Series B Preferred Interest” . Amounts paid in respect of the Fund II’s Series A preferred interest are generally available upon distribution to the Company for further distribution in respect of the Company’s Series A Preferred Stock, and, when and if distributed in respect of the Series A Preferred Stock, will be distributed first to accumulated and unpaid dividends and to reduce its unreturned liquidation capital. (3) DTLA Holdings in its capacity as the holder of the Series A-1 preferred interest can waive receipt of distributions that would otherwise be made to it in respect of the Series A-1 preferred interest and such amounts shall be paid instead to the Series A preferred interest or as otherwise provided by the subsequent provisions of the waterfall. Any amounts waived by DTLA Holdings shall not reduce the Series A-1 unpaid preferred return or unreturned capital. (4) Applicable if distribution is (a) in connection with a liquidating event or redemption or (b) at the election of Brookfield DTLA. (5) Based on the interests of the Series A and Series B interests of the Fund after repayment of the preferred capital portion of each of them, until the Senior A junior unreturned liquidation capital is reduced to zero. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The following table presents the interest rate cap contracts pursuant to the terms of certain of its loan agreements as of March 31, 2022: Notional Strike Expiration Interest Rate Caps: Wells Fargo Center–North Tower $ 400,000 2.57% 10/15/2022 Wells Fargo Center–North Tower 65,000 2.57% 10/15/2022 Wells Fargo Center–North Tower 35,000 2.57% 10/15/2022 Wells Fargo Center–South Tower 290,000 3.63% 11/4/2022 777 Tower 268,600 4.00% 11/10/2022 777 Tower 50,000 4.00% 11/10/2022 EY Plaza 275,000 4.00% 10/15/2022 EY Plaza 30,000 4.00% 10/15/2022 Gas Company Tower 350,000 4.00% 2/15/2023 Gas Company Tower 65,000 4.00% 2/15/2023 Gas Company Tower 50,000 4.00% 2/15/2023 Total derivatives not designated $ 1,878,600 __________ (1) The index used for all derivative financial instruments shown above is 1-Month LIBOR. |
Summary of Fair Value of Derivative Financial Instruments | A summary of the fair value of Brookfield DTLA’s derivative financial instruments is as follows: Fair Value as of Balance Sheet Location March 31, 2022 December 31, 2021 Derivatives not designated as Prepaid and other assets, net $ 257 $ 46 |
Fair Value Measurements and D_2
Fair Value Measurements and Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Secured Debt | The table below presents the estimated fair value and carrying value of the Company’s secured debt included in liabilities: March 31, 2022 December 31, 2021 Fair Value $ 2,258,765 $ 2,263,160 Carrying value $ 2,257,654 $ 2,255,921 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table presents the basis of fees incurred to the Manager and Brookfield affiliates during the three months ended March 31, 2022 and 2021: Fee Type Affiliate Fee Description Property management The Manager 2.75% of rents collected (as defined in the management agreements) Asset management BPY and BAM 0.75% of DTLA Holdings’ invested equity in Brookfield DTLA’s properties Leasing The Manager and Brookfield affiliates 1.00% to 4.00% of expected rents, depending on the terms of the lease and whether a third-party broker was paid a commission for the transaction Construction management The Manager 3.00% of hard and soft construction costs Development management Other 3.00% of hard and soft construction costs Entitlement Other 20.00% of the entitlement costs incurred by BOA Plaza, if the entitlement budget is less than $3,000,000 A summary of fees and costs incurred by the applicable Brookfield DTLA subsidiaries under these arrangements is as follows: For the Three Months Ended March 31, 2022 2021 Property management $ 1,968 $ 2,036 Asset management $ 1,559 $ 1,547 Leasing $ 81 $ 280 Construction management $ 57 $ 279 Development management (1) $ 566 $ 349 Entitlement $ 55 $ 67 General, administrative and reimbursable expenses $ 739 $ 585 __________ (1) Amounts presented are calculated by applying the Company’s ownership interest percentage in the unconsolidated real estate joint venture as of period end to the costs incurred during the period. A summary of costs incurred by the applicable Brookfield DTLA subsidiaries and affiliates under this arrangement, which are included in rental property operating and maintenance expense in the consolidated statements of operations, is as follows: For the Three Months Ended March 31, 2022 2021 Insurance expense (1) $ 3,083 $ 3,192 __________ (1) An affiliate of BAM secures insurance policies for the Company through third-party brokers and insurance companies and charges the Company a fee for the services it provides. Fees charged vary but will not exceed 2.50% of the total net insurance premiums of the Company and its covered properties. Effective November 1, 2021, this affiliate of BAM ceased charging such fee. During the three months ended March 31, 2021, fees incurred for these services totaled $78 thousand. Additionally, the Company’s terrorism insurance coverage is purchased through a captive facility that is an affiliate of BPY. Insurance premiums incurred totaled $32 thousand during each of the three months ended March 31, 2022 and 2021. A summary of the impact of other related party transactions with BAM affiliates on the Company’s consolidated statements of operations is as follows: For the Three Months Ended March 31, 2022 2021 Lease income (1) $ 3,610 $ 4,776 Parking revenue (1) $ 247 $ 250 Rental property operating and maintenance expense (2) $ — $ 111 Interest expense (3)(4) $ 568 $ 496 __________ (1) In September 2019, BAM acquired a significant interest in Oaktree Capital Group, LLC (“ Oaktree ”), an existing tenant at Wells Fargo Center–North Tower. Lease income and parking revenue from Oaktree and its subsidiaries have been reported as related party transactions since the date of acquisition by BAM. (2) Amounts presented are for purchases of chilled water for air conditioning at one of the Company’s properties supplied by an affiliate of BAM. In July 2021, such supplier was acquired by third parties. (3) A subsidiary of Oaktree is the lender of the $35.0 million mezzanine loan secured by Wells Fargo Center–North Tower. Interest payable to the lender totaled $89 thousand as of March 31, 2022 and is reported as part of accounts payable and other liabilities in the consolidated balance sheets. See Note 6—“Secured Debt, Net.” Interest expense on this loan has been reported as a related party transaction since the date of acquisition by BAM. (4) In February 2021, BAM purchased $18.2 million of commercial mortgage-backed securities (“ CMBS ”) secured by the Gas Company Tower loans in the open market. The CMBS are payable in monthly installments over a two-year period at a fixed interest rate of 2.50%. The transaction was conducted on an arm’s length basis at fair market value. In September 2021, this CMBS was sold to Brookfield Asset Management Reinsurance Partners Ltd., an affiliate of BAM. During the three months ended March 31, 2022 and 2021 , the Company incurred interest expense of $114 thousand and $47 thousand, respectively, on this CMBS. |
Future Minimum Base Rents (Tabl
Future Minimum Base Rents (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Lessor Disclosure [Abstract] | |
Schedule of Future Minimum Base Rents Receivable for Operating Leases (Topic 842) | The table below presents the undiscounted cash flows for future minimum base rents to be received from tenants under executed non-cancelable office and retail leases as of March 31, 2022: Remainder of 2022 $ 116,385 2023 147,104 2024 133,152 2025 120,612 2026 108,712 2027 83,460 Thereafter 436,009 Total future minimum base rents $ 1,145,434 |
Organization and Description _2
Organization and Description of Business (Details) | Apr. 24, 2013 | Mar. 31, 2022 | Dec. 31, 2021 |
Series A Preferred Stock | |||
Organization and Description of Business [Line Items] | |||
Preferred stock, dividend rate, percentage | 7.625% | 7.625% | 7.625% |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||
Total consolidated assets | $ 2,703,365,000 | $ 2,722,478,000 | |
Total consolidated investments in real estate, net | 2,351,316,000 | 2,369,448,000 | |
Total consolidated liabilities | 2,341,278,000 | 2,339,770,000 | |
Total consolidated secured debt | 2,257,654,000 | 2,255,921,000 | |
Lease income collectability recovery (write-off) | 200,000 | $ 700,000 | |
Impairment of investment in real estate | 0 | 0 | |
Impairment of investment in unconsolidated real estate joint venture | 0 | $ 0 | |
Income tax expenses | 200,000 | 900,000 | |
Office Building | |||
Variable Interest Entity [Line Items] | |||
Lease income collectability recovery (write-off) | 100,000 | 200,000 | |
Retail | |||
Variable Interest Entity [Line Items] | |||
Lease income collectability recovery (write-off) | $ (300,000) | $ 500,000 | |
755 South Figueroa | |||
Variable Interest Entity [Line Items] | |||
Ownership interest in unconsolidated real estate joint venture | 30.60% | 33.60% | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Total consolidated assets | $ 2,700,000,000 | ||
Total consolidated investments in real estate, net | 2,400,000,000 | ||
Total consolidated liabilities | 2,300,000,000 | ||
Total consolidated secured debt | $ 2,300,000,000 |
Rents, Deferred Rents and Oth_3
Rents, Deferred Rents and Other Receivables, Net - Schedule of Rents, Deferred Rents and Other Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Straight-line and other deferred rents | $ 110,551 | $ 108,913 |
Tenant inducements receivable | 28,386 | 28,445 |
Tenant receivables | 4,747 | 3,316 |
Other receivables | 488 | 362 |
Rents, deferred rents and other receivables, gross | 144,172 | 141,036 |
Less: accumulated amortization of tenant inducements | 15,802 | 15,411 |
Rents, deferred rents and other receivables, net | $ 128,370 | $ 125,625 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities - Schedule of Intangibles (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Intangible Assets | ||
In-place leases | $ 41,422 | $ 41,422 |
Tenant relationships | 6,432 | 6,432 |
Above-market leases | 16,734 | 16,734 |
Intangible assets, gross | 64,588 | 64,588 |
Less: accumulated amortization | 49,844 | 48,565 |
Intangible assets, net | 14,744 | 16,023 |
Intangible Liabilities | ||
Below-market leases | 33,416 | 33,416 |
Less: accumulated amortization | 29,339 | 28,961 |
Intangible liabilities, net | $ 4,077 | $ 4,455 |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities - Schedule of Effect of Intangible Amortization/Accretion (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease income | ||
Acquired Indefinite-lived Intangible Assets and Liabilities [Line Items] | ||
Amortization of intangible assets and liabilities | $ 15 | $ (110) |
Depreciation and amortization expense | ||
Acquired Indefinite-lived Intangible Assets and Liabilities [Line Items] | ||
Amortization of intangible assets and liabilities | $ 916 | $ 1,101 |
Intangible Assets and Liabili_5
Intangible Assets and Liabilities - Schedule of Estimated Future Intangible Amortization/Accretion (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | ||
Intangible assets, net | $ 14,744 | $ 16,023 |
Below Market Lease, Net, Amortization Income, Fiscal Year Maturity | ||
Remainder of 2022 | 1,115 | |
2023 | 794 | |
2024 | 278 | |
2025 | 263 | |
2026 | 245 | |
2027 | 154 | |
Thereafter | 1,228 | |
Intangible liabilities, net | 4,077 | $ 4,455 |
In-Place Leases | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | ||
Remainder of 2022 | 2,062 | |
2023 | 1,947 | |
2024 | 1,091 | |
2025 | 951 | |
2026 | 580 | |
2027 | 115 | |
Thereafter | 918 | |
Intangible assets, net | 7,664 | |
Other Intangible Assets | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | ||
Remainder of 2022 | 1,676 | |
2023 | 1,934 | |
2024 | 1,849 | |
2025 | 1,177 | |
2026 | 444 | |
2027 | 0 | |
Thereafter | 0 | |
Intangible assets, net | $ 7,080 |
Secured Debt, Net - Schedule of
Secured Debt, Net - Schedule of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 2,264,296 | $ 2,264,296 |
Less: unamortized debt financing costs | 6,642 | 8,375 |
Total secured debt, net | 2,257,654 | 2,255,921 |
Variable-Rate Loans | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | 1,805,796 | 1,805,796 |
Fixed-Rate Debt | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | 458,500 | 458,500 |
Wells Fargo Center - North Tower | Variable-Rate Loans - Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 400,000 | 400,000 |
Wells Fargo Center - North Tower | Variable-Rate Loans - Mortgage Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable-rate loans | 1.65% | |
Wells Fargo Center - North Tower | Variable-Rate Loans - Mezzanine A Loan | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 65,000 | 65,000 |
Wells Fargo Center - North Tower | Variable-Rate Loans - Mezzanine A Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable-rate loans | 4.00% | |
Wells Fargo Center - North Tower | Variable-Rate Loans - Mezzanine B Loan | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 35,000 | 35,000 |
Wells Fargo Center - North Tower | Variable-Rate Loans - Mezzanine B Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable-rate loans | 5.00% | |
Wells Fargo Center - South Tower | Variable-Rate Loans - Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 260,796 | 260,796 |
Wells Fargo Center - South Tower | Variable-Rate Loans - Mortgage Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable-rate loans | 1.80% | |
777 Tower | Variable-Rate Loans - Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 231,842 | 231,842 |
777 Tower | Variable-Rate Loans - Mortgage Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable-rate loans | 1.60% | |
777 Tower | Variable-Rate Loans - Mezzanine A Loan | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 43,158 | 43,158 |
777 Tower | Variable-Rate Loans - Mezzanine A Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable-rate loans | 4.15% | |
EY Plaza | Variable-Rate Loans - Mezzanine A Loan | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 30,000 | 30,000 |
EY Plaza | Variable-Rate Loans - Mezzanine A Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable-rate loans | 6.85% | |
EY Plaza | Variable Rate - Mortgage Debt | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 275,000 | 275,000 |
EY Plaza | Variable Rate - Mortgage Debt | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable-rate loans | 2.86% | |
Gas Company Tower | Variable Rate - Secured Mortgage Debt | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 350,000 | 350,000 |
Gas Company Tower | Variable Rate - Secured Mortgage Debt | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable-rate loans | 1.89% | |
Gas Company Tower | Variable Rate - Secured Mezzanine Loan One | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 65,000 | 65,000 |
Gas Company Tower | Variable Rate - Secured Mezzanine Loan One | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable-rate loans | 5.00% | |
Gas Company Tower | Variable Rate - Secured Mezzanine Loan Two | ||
Debt Instrument [Line Items] | ||
Total secured debt, gross | $ 50,000 | 50,000 |
Gas Company Tower | Variable Rate - Secured Mezzanine Loan Two | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable-rate loans | 7.75% | |
BOA Plaza | Fixed-Rate Debt | ||
Debt Instrument [Line Items] | ||
Related party interest expense | 4.05% | |
Total secured debt, gross | $ 400,000 | 400,000 |
FIGat7th | Fixed-Rate Debt | ||
Debt Instrument [Line Items] | ||
Related party interest expense | 3.88% | |
Total secured debt, gross | $ 58,500 | $ 58,500 |
Secured Debt, Net - Schedule _2
Secured Debt, Net - Schedule of Debt (Footnote) (Details) $ in Millions | Mar. 31, 2022USD ($) |
Wells Fargo Center - North Tower | Variable-Rate Loans - Mortgage Loan | LIBOR | |
Debt Instrument [Line Items] | |
Strike Rate | 2.57% |
Wells Fargo Center - South Tower | Variable-Rate Loans - Mortgage Loan | |
Debt Instrument [Line Items] | |
Remaining future advance amount | $ 29.2 |
Wells Fargo Center - South Tower | Variable-Rate Loans - Mortgage Loan | LIBOR | |
Debt Instrument [Line Items] | |
Strike Rate | 3.63% |
777 Tower | Variable-Rate Loans - Mortgage Loan | |
Debt Instrument [Line Items] | |
Remaining future advance amount | $ 36.8 |
777 Tower | Variable-Rate Loans - Mortgage Loan | LIBOR | |
Debt Instrument [Line Items] | |
Strike Rate | 4.00% |
777 Tower | Variable-Rate Loans - Mezzanine A Loan | |
Debt Instrument [Line Items] | |
Remaining future advance amount | $ 6.8 |
777 Tower | Variable-Rate Loans - Mezzanine A Loan | LIBOR | |
Debt Instrument [Line Items] | |
Strike Rate | 4.00% |
EY Plaza and Gas Company Tower | LIBOR | |
Debt Instrument [Line Items] | |
Strike Rate | 4.00% |
Secured Debt, Net - Narrative (
Secured Debt, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Weighted average interest rate | 3.10% | 2.91% |
Weighted average term to maturity (in years) | 3 years | |
Amount available to be prepaid without penalty | $ 1,805.8 | |
Amount available to be defeased | 400 | |
Amount available to be prepaid with prepayment penalties | $ 58.5 |
Secured Debt, Net - Schedule _3
Secured Debt, Net - Schedule of Maturities of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 819,296 | |
2024 | 675,000 | |
2025 | 305,000 | |
2026 | 465,000 | |
Total secured debt | $ 2,264,296 | $ 2,264,296 |
Accounts Payable and Other Li_3
Accounts Payable and Other Liabilities - Schedule of Accounts Payable and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Tenant improvements and inducements payable | $ 30,498 | $ 32,973 |
Unearned rent and tenant payables | 27,685 | 31,249 |
Accrued capital expenditures and leasing commissions | 9,157 | 7,422 |
Accrued expenses and other liabilities | 10,566 | 5,968 |
Accounts payable and other liabilities | $ 77,906 | $ 77,612 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Series A Preferred Stock | ||
Noncontrolling Interest [Line Items] | ||
Preferred stock, shares outstanding (in shares) | 9,730,370 | 9,730,370 |
Series A Preferred Stock | Third Party Issuance | ||
Noncontrolling Interest [Line Items] | ||
Preferred stock, shares outstanding (in shares) | 9,357,469 | 9,357,469 |
Series A Preferred Stock | DTLA Fund Holding Co. | ||
Noncontrolling Interest [Line Items] | ||
Preferred stock, shares outstanding (in shares) | 372,901 | 372,901 |
Series B preferred interest returns | ||
Noncontrolling Interest [Line Items] | ||
Maximum funding commitment | $ 310 | |
Future funding commitment available | $ 10.8 |
Mezzanine Equity - Schedule of
Mezzanine Equity - Schedule of Change in Mezzanine Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balance, beginning of period | $ 1,116,512 | $ 1,101,510 |
Issuance of Series B preferred interest | 10,330 | 2,600 |
Dividends | 4,637 | 4,637 |
Preferred returns | 8,053 | 8,585 |
Redemption measurement adjustments | (201) | 601 |
Contributions from noncontrolling interests | 125 | 171 |
Repurchases of noncontrolling interests | (15,795) | (16,156) |
Distributions to noncontrolling interests | (5,384) | (4,486) |
Balance, end of period | $ 1,118,277 | $ 1,097,462 |
Series A Preferred Stock | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balance, beginning of period (in shares) | 9,730,370 | 9,730,370 |
Balance, beginning of period | $ 465,577 | $ 447,028 |
Dividends | 4,637 | 4,637 |
Balance, end of period | $ 470,214 | $ 451,665 |
Balance, end of period (in shares) | 9,730,370 | 9,730,370 |
Series A-1 Preferred Interest | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balance, beginning of period | $ 452,454 | $ 435,242 |
Preferred returns | 4,303 | 4,303 |
Balance, end of period | 456,757 | 439,545 |
Senior Participating Preferred Interest | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balance, beginning of period | 21,191 | 20,413 |
Redemption measurement adjustments | (201) | 601 |
Contributions from noncontrolling interests | 125 | 171 |
Distributions to noncontrolling interests | (379) | (242) |
Balance, end of period | 20,736 | 20,943 |
Series B Preferred Interest | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balance, beginning of period | 177,290 | 198,827 |
Issuance of Series B preferred interest | 10,330 | 2,600 |
Preferred returns | 3,750 | 4,282 |
Repurchases of noncontrolling interests | (15,795) | (16,156) |
Distributions to noncontrolling interests | (5,005) | (4,244) |
Balance, end of period | $ 170,570 | $ 185,309 |
Mezzanine Equity - Narrative (D
Mezzanine Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 24, 2013 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Redemption value | $ 1,118,277 | $ 1,097,462 | $ 1,116,512 | $ 1,101,510 | |
Fund III | |||||
Class of Stock [Line Items] | |||||
Fund asset interest | 96.00% | ||||
7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value, 9,730,370 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | |||||
Class of Stock [Line Items] | |||||
Redemption price | $ 470,214 | 465,577 | |||
Liquidation value | 243,300 | ||||
Preferred stock, accumulated and unpaid dividends | $ 227,000 | ||||
Preferred stock dividends declared (in USD per share) | $ 0 | $ 0 | |||
Preferred stock, dividend rate (in USD per share) | 1.90625 | ||||
Preferred stock, redemption price per share (in USD per share) | $ 25 | ||||
Redemption value | $ 470,214 | $ 451,665 | $ 465,577 | 447,028 | |
Preferred stock, dividend rate, percentage | 7.625% | 7.625% | 7.625% | ||
Series A-1 preferred interest returns | |||||
Class of Stock [Line Items] | |||||
Liquidation value | $ 225,700 | ||||
Redemption value | 456,757 | 439,545 | $ 452,454 | 435,242 | |
Interest payable | $ 231,000 | ||||
Preferred stock, dividend rate, percentage | 7.625% | ||||
Senior Participating Preferred Interest | |||||
Class of Stock [Line Items] | |||||
Redemption value | $ 20,736 | 20,943 | 21,191 | 20,413 | |
Senior Participating Preferred Interest | DTLA Holdings | Fund III | |||||
Class of Stock [Line Items] | |||||
Participating interest in residual value | 4.00% | ||||
Senior Participating Preferred Interest | DTLA Holdings | Fund III | |||||
Class of Stock [Line Items] | |||||
Redemption value | $ 20,700 | ||||
Participating interest in residual value | 4.00% | ||||
Series B preferred interest returns | |||||
Class of Stock [Line Items] | |||||
Liquidation value | $ 169,300 | ||||
Redemption value | 170,570 | $ 185,309 | $ 177,290 | $ 198,827 | |
Unpaid preferred returns | $ 1,300 | ||||
Series B preferred interest returns | Rate of Return | |||||
Class of Stock [Line Items] | |||||
Preferred rate of return | 9.00% |
Financial Instruments - Schedul
Financial Instruments - Schedule of Outstanding Derivative Financial Instruments (Details) - Not Designated as Hedging Instrument - Interest Rate Caps $ in Thousands | Mar. 31, 2022USD ($) |
Derivative [Line Items] | |
Notional Amount | $ 1,878,600 |
Wells Fargo Center - North Tower | Variable-Rate Loans - Mortgage Loan | |
Derivative [Line Items] | |
Notional Amount | $ 400,000 |
Strike Rate | 2.57% |
Wells Fargo Center - North Tower | Variable-Rate Loans - Mezzanine A Loan | |
Derivative [Line Items] | |
Notional Amount | $ 65,000 |
Strike Rate | 2.57% |
Wells Fargo Center - North Tower | Variable-Rate Loans - Mezzanine B Loan | |
Derivative [Line Items] | |
Notional Amount | $ 35,000 |
Strike Rate | 2.57% |
Wells Fargo Center - South Tower | Variable-Rate Loans - Mortgage Loan | |
Derivative [Line Items] | |
Notional Amount | $ 290,000 |
Strike Rate | 3.63% |
777 Tower | Variable-Rate Loans - Mortgage Loan | |
Derivative [Line Items] | |
Notional Amount | $ 268,600 |
Strike Rate | 4.00% |
777 Tower | Variable-Rate Loans - Mezzanine A Loan | |
Derivative [Line Items] | |
Notional Amount | $ 50,000 |
Strike Rate | 4.00% |
EY Plaza | Variable-Rate Loans - Mezzanine A Loan | |
Derivative [Line Items] | |
Notional Amount | $ 30,000 |
Strike Rate | 4.00% |
EY Plaza | Variable Rate - Mortgage Debt | |
Derivative [Line Items] | |
Notional Amount | $ 275,000 |
Strike Rate | 4.00% |
Gas Company Tower | Variable-Rate Loans - Mezzanine A Loan | |
Derivative [Line Items] | |
Notional Amount | $ 65,000 |
Strike Rate | 4.00% |
Gas Company Tower | Variable-Rate Loans - Mezzanine B Loan | |
Derivative [Line Items] | |
Notional Amount | $ 50,000 |
Strike Rate | 4.00% |
Gas Company Tower | Variable Rate - Mortgage Debt | |
Derivative [Line Items] | |
Notional Amount | $ 350,000 |
Strike Rate | 4.00% |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid and other assets | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives not designated as hedging instruments: Interest rate caps | $ 257 | $ 46 |
Fair Value Measurements and D_3
Fair Value Measurements and Disclosures - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Interest Rate Caps | Fair Value, Inputs, Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of interest rate cap contracts | $ 257 | $ 46 |
Fair Value Measurements and D_4
Fair Value Measurements and Disclosures - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Level 2 - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Secured debt | $ 2,258,765 | $ 2,263,160 |
Carrying value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Secured debt | $ 2,257,654 | $ 2,255,921 |
Related Party Transactions - Ma
Related Party Transactions - Management Agreements- Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Property Management Fee | |
Related Party Transaction [Line Items] | |
Related party transaction rate | 2.75% |
Asset Management Fee | |
Related Party Transaction [Line Items] | |
Related party transaction rate | 0.75% |
Leasing Management Fee | Minimum | |
Related Party Transaction [Line Items] | |
Related party transaction rate | 1.00% |
Leasing Management Fee | Maximum | |
Related Party Transaction [Line Items] | |
Related party transaction rate | 4.00% |
Construction management | |
Related Party Transaction [Line Items] | |
Related party transaction rate | 3.00% |
Development management | |
Related Party Transaction [Line Items] | |
Related party transaction rate | 3.00% |
Entitlement | |
Related Party Transaction [Line Items] | |
Related party transaction rate | 20.00% |
Entitlement budget threshold limit | $ 3,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Costs Incurred Under Arrangements with Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property management | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 1,968 | $ 2,036 |
Related party transaction rate | 2.75% | |
Asset management | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 1,559 | 1,547 |
Leasing | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | 81 | 280 |
Construction management | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 57 | 279 |
Related party transaction rate | 3.00% | |
Development management | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 566 | 349 |
Related party transaction rate | 3.00% | |
Entitlement | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 55 | 67 |
Related party transaction rate | 20.00% | |
General, administrative and reimbursable expenses | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 739 | 585 |
Insurance expense | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 3,083 | 3,192 |
BAM | Insurance fees | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | 78 | |
Related party transaction rate | 2.50% | |
Affiliated Entity | Insurance premiums for terrorism insurance | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 32 | $ 32 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Other Related Party Transactions with BAM Affiliates (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Wells Fargo Center - North Tower | Variable-Rate Loans - Mezzanine B Loan | |||
Related Party Transaction [Line Items] | |||
Related party loan | $ 35,000 | ||
Interest payable on related party loan | 89 | ||
Lease income | |||
Related Party Transaction [Line Items] | |||
Related party revenue | 3,610 | $ 4,776 | |
Parking revenue | |||
Related Party Transaction [Line Items] | |||
Related party revenue | 247 | 250 | |
Rental property operating and maintenance expense | |||
Related Party Transaction [Line Items] | |||
Related party expense | 0 | 111 | |
Interest expense | |||
Related Party Transaction [Line Items] | |||
Related party interest expense | 568 | 496 | |
Interest expense | BAM | CMBS | |||
Related Party Transaction [Line Items] | |||
Related party interest expense | $ 114 | $ 47 | |
Issuance of Commercial Mortgage-backed Securities | CMBS | BAM | |||
Related Party Transaction [Line Items] | |||
Payments to acquire commercial mortgage-backed securities | $ 18,200 | ||
Issuance of Commercial Mortgage-backed Securities | BAM | CMBS | |||
Related Party Transaction [Line Items] | |||
Fixed interest rate | 2 years | ||
Related party interest expense | 2.50% |
Future Minimum Base Rents - Sch
Future Minimum Base Rents - Schedule of Future Minimum Base Rents Under Executed Noncancelable Tenant Operating Leases (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Lessor Disclosure [Abstract] | |
Remainder of 2022 | $ 116,385 |
2023 | 147,104 |
2024 | 133,152 |
2025 | 120,612 |
2026 | 108,712 |
2027 | 83,460 |
Thereafter | 436,009 |
Total future minimum base rents | $ 1,145,434 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Mar. 31, 2022USD ($) |
Tenant-related Commitments | |
Long-term Purchase Commitment [Line Items] | |
Capital commitments | $ 34.6 |
Capital commitments to be paid during the remainder of the year | 29.1 |
Construction-related Commitments | |
Long-term Purchase Commitment [Line Items] | |
Capital commitments | $ 0.2 |
Minimum | |
Long-term Purchase Commitment [Line Items] | |
Typical length of lease term | 5 years |
Maximum | |
Long-term Purchase Commitment [Line Items] | |
Typical length of lease term | 10 years |