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Douglas Emmett, Inc. (NYSE:DEI)

Q1 2012 Earnings Conference Call

May 2, 2012 14:00 ET

Executives

Mary Jensen – Vice President, Investor Relations

Jordan Kaplan – Vice President and Chief Executive Officer

Ted Guth – Chief Financial Officer

Analysts

Josh Attie

Chris Caton – Morgan Stanley

George Auerbach – ISI Group

Jamie Feldman – Bank of America/Merrill Lynch

Jordan Sadler – KeyBanc

Brendan Maiorana – Wells Fargo

Michael Knott – Green Street Advisors

Rob Stevenson – Macquarie

Mitch Germain – JMP Securities

Alex Goldfarb – Sandler O’Neill

Michael Bilerman – Citi

Operator

Ladies and gentlemen, thank you for standing by. Welcome to Douglas Emmett’s Earnings Call for 2012 First Quarter Results. Today’s call is being recorded. At this time, all participants are in a listen-only mode. A question-and-answer session will follow management’s prepared remarks. At that time, instructions will be provided to queue up for questions.

I would now turn the conference over to Mary Jensen, Vice President of Investor Relations for Douglas Emmett.

Mary Jensen – Vice President, Investor Relations

Thank you, operator. Joining us today on the call are Jordan Kaplan, our Vice President and Chief Executive Officer and Ted Guth, our Chief Financial Officer. Please note that this call is being webcast live on our website and will be available for replay for the next 90 days and by phone for the next 7 days. Our earnings package has been filed with the SEC on Form 8-K and posted to our website at douglasemmett.com.

During the course of this call, we will make forward-looking statements. Any forward-looking statements are based on the beliefs of, assumptions made by, and information that’s currently available to us. The actual outcome will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. Therefore, our actual future results can be expected to differ from our expectations and those differences may be material. For a more detailed description on some potential risks, please refer to our SEC filings which can be accessed in the Investor Relations section of our website.

We may reference data in this call from some of the following sources, CB Richard Ellis for the Honolulu and Los Angeles office markets, REITs for the Los Angeles office market, MPF Research for the Los Angeles multi-family market, and Property & Portfolio Research for the Honolulu multi-family market. When we reach the question-and-answer portion in consideration of others, please limit yourselves to one question and one follow-up.

I will now turn the call over to Jordan Kaplan, President and CEO of Douglas Emmett. Jordan?

Jordan Kaplan – Vice President and Chief Executive Officer

Thank you, Mary. Good morning everyone and thank you for joining us. We continue to see steady improvements in the first quarter. In our multi-family portfolio, rental rates are increasing in all submarkets while our apartments remain fully leased.

On the office side, we saw our fifth consecutive quarter of positive absorption. The almost 69,000 square feet of positive absorption we achieved in the first quarter was our best since the first quarter of 2007. Our total office leased rate now stands at 89.8% and we have begun to increase office rents in three of our submarkets, Santa Monica, Beverly Hills, and Encino/Sherman Oaks.

I am also pleased to announce that our same property cash NOI in the first quarter of 2012 was 2.4% higher than in the first quarter of 2011. However, as we have cautioned in the past, please do not put too much emphasis on the results of any one quarter. In particular, as Ted will discuss further the higher cash NOI from the second quarter of 2011 will provide a more difficult comparison next quarter.

For all of 2012, we continue to estimate that our same-property cash NOI will be between 1% and 1.5% greater than in 2011. We already discussed the steps we took early in the first quarter to strengthen our balance sheet. We have no near term maturities and we have locked in very low interest rate for many years into the future. In addition, we have ample liquidity for acquisitions from our funds, our cash on hand, our growing operating cash flow, and our unencumbered properties.

Given our significant liquidity, we hope that 2012 provides more acquisition opportunities than we saw in 2011. While we have been working on both apartment and office opportunities in Los Angles and Honolulu, sellers have continued to be slow to come to market.

In the first quarter, we did close the acquisition of an additional 16.3% interest in one of our institutional funds for approximately $33.4 million. We now own approximately 65% of that unconsolidated fund, which in turn owns 6 properties totaling 1.4 million square feet of office space in our core submarkets as well as interest in our second unconsolidated fund and then some additional two properties. We now own approximately 23% of that second fund.

Before I turn this over to Ted, I want to make one final comment. Mary Jensen has been a critical part of our relations with the Street and our investors since our IPO. She has introduced us to many of you and provided much of the structure for our investor relations program. Even more impressive while working here full time, she has been studying for her MBA. Last month, she completed that program and graduated. She has taken an opportunity for a broader finance role at pre IPO firm. Today is her last day with us. We will miss her and we wish her all the best in the future.

I am pleased to announce the appointment of (indiscernible) as Mary’s successor. (Stuart) has been with us for eight years. Most recently as a Manager in our Capital Markets Group and he is a CPA and an MBA. I know he is looking forward to meeting and working with all of you as he develops his understanding of the public markets and his new position.

I will now turn the call over to Ted.

Ted Guth – Chief Financial Officer

Good morning everybody or good afternoon for those of you on the East Coast. After beginning with our first quarter results, I will address our office and multi-family fundamentals and then finish with an update on our 2012 guidance. Compared to the same period in 2011, our first quarter 2012 FFO decreased 6.9% to $59.9 million or $0.35 per diluted share. As we have reported before, we make an adjustment in calculating FFO to treat debt interest rate swaps as fully terminated in the quarter of any termination. In contrast, under GAAP, terminated swaps continue to impact net income over their original lives as if they were still outstanding.

In the first quarter of 2012, previously terminated swaps increased our GAAP interest expense by $4.3 million. That amount was then offset in calculating our reported FFO, leaving a net zero impact. Please note there will be similar add backs in the next two quarters. The reduction in our FFO was more than accounted for by increased interest expense. While we have less debt outstanding this year than last and our refinance debt lock-in historically low interest rates for the future, these rates were still higher than the floating rates we enjoyed in the first quarter of 2011 during our refinancing process.

Compared to the same period 2011, our AFFO decreased 14% to $41.1 million or $0.24 per diluted share. Our AFFO in the first quarter of 2012 was impacted by higher tenant improvements and leasing commissions. This was not caused by increased concessions to tenants. Our average annualized tenant improvements leasing commissions, and other capitalized leasing cost remain within our normal range at $3.53 per square foot per year. Instead, the higher expenditures reflected fluctuations, the timing of cash outlays, a few recent basis of longer terms, and some large improvements which were funded by tenants.

In accordance with GAAP we do not net tenant funding against the improvement cost. Overall we expect to report greater AFFO per share for 2012 and for 2011 even after dilution in the shares issued in January. During the first quarter of 2012 our G&A totaled $6.7 million or 4.7% of total revenues comparing the results for our combined office and multi-family same properties in the first quarter of 2012 to the first quarter of 2011.

Revenues increased 0.6% on a GAAP basis and 2.0% on cash basis. Expenses increased by 1.2% both on a GAAP basis and on a cash basis and net operating income increased 0.3% on a GAAP basis and 2.4% on cash basis. As Jordan reminded you quarterly same property cash NOI is very sensitive to timing of items such as repairs and maintenance and the results of our annual CAM reconciliation process. These factors will make the second quarter of 2011 a tougher comparison. We continue to estimate that our same property cash NOI for all of 2012 will be greater than in 2011 by between 1% and 1.5%.

On a sequential quarter basis the least percentage for our total office portfolio at the end of the first quarter improved by 50 basis points to 89.8%. Our occupancy rate increased to 87.9% a gain of 40 basis points from the fourth quarter of 2011. During the first quarter we signed 609,000 square feet of office leases. As you will recall the 906,000 square feet of office leases we signed last quarter included the 170,000 square foot WME renewal. During the first quarter on a straight line basis our office rent our rent – our average rent and office leases signed during the first quarter was 6.9% lower than the average rent and the expiring lease for the same space.

On a cash basis, our beginning cash rent on office leases signed during the first quarter was 15% lower than the ending rent and the expiring lease for the same space. Rent on expiring leases includes the impact of our annual 3% to 5% rent bumps over the entire term of those leases. On a mark-to-market basis our asking office rents for an average of 9.9% than our in place cash rents. This differential reflects a number of factors including our built in annual 3% to 5% rent escalations.

The negative effect of rent roll downs on our office rental revenues, which affect approximately 11% to 14% of our office portfolio each year are essentially offset by the positive impact of the annual 3% to 5% rent bumps coming from our continuing in place leases. On the multi-family side our 2,900 units were 99.8% leased at March 31, 2012. During the first quarter of 2012 we continue to see strong rent increases with average asking rent 7.2% higher than in the first quarter of 2011.

Recurring capital expenditures for our partner communities during the first quarter of 2012 averaged a $110 per unit. As we discussed in our last conference call, we significantly reduced our leverage after the beginning of the first quarter. We completed our ATM stock sales program, which we expect to replenish. However, as we said last quarter, we are not planning to issue additional equity for de-leveraging. We closed the seven-year secured non-recourse $155 million term loan with fixed interest at 4% per annum. We reduced our outstanding consolidated debt by $357 million. Finally, we repaid all of our debts scheduled to mature at 2012. As a result, we reduced the ratio of our net consolidated debt for total capitalization to 44% as of March 31, 2012. We now have virtually no consolidated debt maturing until 2015.

Finally, turning to guidance including the adjustments for terminated swaps we discussed, we are maintaining our full year 2012 FFO guidance of between $1.33 and $1.39. We have not made any significant changes to the key estimates and assumptions in the guidance we provided last quarter. Specifically, we are assuming no change to our same property cash NOI growth, which we estimate will be positive by between 1% and 1.5%. No change to office occupancy. Given quarterly fluctuations and the timeline between signing leases and commencing occupancy, we still estimate that our office occupancy at the end of 2012 will be about 1% higher since the end of 2011, while our multi-family portfolio will remain eventually fully leased.

No change to our debt assumptions. We continue to assume that our interest expense after adjusting for terminated swaps will range between $133 million and $135 million. No change to G&A which we still estimate will range between $27.5 million and $28.5 million. No change to our FAS 141 income, which we still estimate will range between $17 million and $18.5 million. No change to straight line income, which we still estimate will range between $4 million and $6 million. No change to recurring capital expenditures for either our office or multi-family portfolios. We continue to estimate that our recurring capital expenditures for our office portfolio will be approximately $0.25 per square foot and then our recurring multi-family capital expenditures will range between $400 and $450 per unit.

We are making a minor change to share count. Given the impact of our higher stock price, we currently estimate that our weighted average diluted share count will range between 172.5 million shares and 173.5 shares. Our guidance excludes any impact from future acquisitions, dispositions, equity issuances or repurchases, debt financings or repayments, recapitalizations or similar matters.

With that, I will now turn the call over to the operator, so we can take your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from the line of Josh Attie.

Josh Attie

Thanks. Good afternoon. Can you spend some time talking about the Warner Center, Woodland Hills market I know it’s one of your weaker markets and occupancy declined a bit in the quarter. What's your outlook for those assets as the year progresses and do you still expect again occupancy growth there in 2012?

Jordan Kaplan

Yeah. And I may reveal some amount of history, because I don’t want to bore you with it, but we originally went into the Warner Center market for some very good long-term core reasons. Primarily, it’s got it a modern office market there that has good traffic patterns, got very good housing, good schools, good amenities, and we were finding ourselves that people even working on the west side were making the choice to go out there and live. And we were also finding that many of our, let’s say, law firms, accounting firms, etcetera were starting to do put offices.

Now, that trend that we saw some time ago, we continue to see. When we went into the recession, of course and as that market is converted over to being smaller tenants where the people live, close to where they work, which is part of a market maturing. It happened during the recession at a time when some larger tenants were exiting – we believe they were going to exit, but they exited little faster than we planned. And, so it’s hard to backfill that much and it’s created a problem for us out there, not that our long-term view is still extremely good and positive for that market and I have to say I still believe that that market for Douglas Emmett is probably going to provide some of our best income growth and absorption going forward, though, I understand that we're going to this tough absorption times right now. We already – in fact, even is still looking to purchase buildings out there.

Ted Guth

One of the things that we're trying to do in the short-term is that with the heating up of the Sherman Oaks/Encino market, it allowed us as we think – as we mentioned before to most of you and I would mention it to you Josh, it allowed us to start increasing those rents in that area and that will drive a differential with Warner Center, so they are – right now are to go back six months or a year, those two markets were essentially on a par in terms of rents a little less in Warner Center, but not enough of a differential to drive tenants out. So, our short-term strategy before we wait for the longer-term demographic trends to take over is trying perhaps traffic out there and we’re seeing some traction with that currently in tenants that are who were and seeing now moving out to Warner Center.

Josh Attie

And I know it’s difficult to predict, based on the activity you’re seeing, do you feel like 2012 is going to be a year where your assets in that market kind of turn the corner and see some sustainable occupancy growth?

Jordan Kaplan

I think we’re going to start seeing positive absorption out there, but I hate saying it on a quarter where we didn’t see it.

Josh Attie

But, I can believe that. I mean, I frankly, might probably would have said that last quarter, so that would have maybe wrong this quarter. But I think in terms of a trend we think we’re going to start seeing real positive absorption out there.

Jordan Kaplan

The macro trends are good on a quarter-to-quarter basis. It's tough to do it and again as Jordon said that’s our most challenging market right now. It’s also the market that in the long run we think has the most potential for us.

Josh Attie

Great. Thank you very much.

Operator

Next question comes from the line of Chris Caton with Morgan Stanley.

Chris Caton – Morgan Stanley

Jordon, I have a quick follow-up on your prepared remarks on acquisitions, I think you said this time that you were hopeful in closing some deals, but it sounded like maybe activity is still maybe little bit slower than you’d like, is that a fair characterization or you are busier now than you were three months ago on acquisitions?

Jordan Kaplan

I think it’s a fair characterization to say that things are not moving very quickly. They are slowing. It’s hard to get people’s attention and people aren’t – I mean there’s discussion but there are not coming out and listing the larger properties, little deals they trade around, but they don’t even – right now, I’d say more than even during the last year, it’s harder to get a feeling for what values are because there’s so little human activity, I mean, at least there was some failed deals where you could say, hey, here is where the bid ask was. We don’t even have that going on right now. And in terms of deals that – sort of off market activity, people just don’t feel hurried, I mean and I have been playing every card in the book and I think there is every expectation for product – for income taxes to go up next year and most of them saying, hey, you’re not going to do it, this is the year to do it. So, you want to kind of just you don’t – they just don’t feel that urgency.

Chris Caton – Morgan Stanley

All right.

Ted Guth

Yeah, 2011 was sort of the year where you saw a number of failed deals because of standoff between sellers who thought that the prices were rising quickly and buyers including us who couldn’t get there on some of the more disciplined metric approach and as we say I think last quarter we sort of keep hoping that that standoff will result in sellers being what we would consider more realistic, but as Jordan said that change in psychology still hasn’t happened and we’ll have to wait and see when it happens and if sellers break or the buyers break I guess.

Chris Caton – Morgan Stanley

Thanks, Ted and that kind of reminds me if you look at either apartments or office, do you find the competitive dynamic in terms of other bidders at all different between the two? Are the underwriting assumptions more or less aggressive on either side?

Ted Guth

Probably more aggressive on apartments. Apartments are getting in comparison to the cash in place, the income in place are getting extremely aggressive values, more so than we are seeing in office, although small office is getting pretty aggressive values at the moment too.

Jordan Kaplan

Right. I was going to stay that – I think that on the apartment side, the deal size in our market is tended to be significantly smaller and I think that has recreated at a broader pool of buyers in for the large office things that have come about.

Chris Caton – Morgan Stanley

Thank you.

Operator

Next question comes from the line of George Auerbach from ISI Group.

George Auerbach – ISI Group

Great, thanks guys, just want if you take a minute on the JV assets. There is still low 80% occupied range and the primarily in Beverly Hills and Sherman Oaks, some of your better markets. I guess can you just talk about the leasing prospects for those assets this year and maybe talk about what those assets haven’t seen as got attraction as the rest of the portfolio has in the submarkets?

Jordan Kaplan

Yeah, I think they are in the mid 80s and I got to tell you Beverly Hills is leasing up extremely well. They might be being dragged down a little bit by the one building and Warner Center, but it’s actually had some various deep trajectory in terms of its absorption. I mean it’s moving as well or better than even we would have predicted through this last couple of quarters and or – and I think it’s going to keep moving at that close until essentially particularly the Beverly Hill stuff this fall.

Ted Guth

Not if that one of our buildings I think is essentially full…

Jordan Kaplan

Remember that these assets in Beverley Hills in contrast to the assets that are in the REIT are those are primarily located in the Golden Triangle whereas the bulk of the ones for the funds have been out in the eastern side of the Beverley Hills and that area didn’t start off leased up but it’s becoming much harder and so truthfully those assets are actually leasing up very well as are the – we’re doing fine on Santa Monica, obviously want a center as we talked about earlier has not yet really turned that corner.

George Auerbach – ISI Group

Okay, I have just a quick follow-up, you mentioned that you were pushing asking rents or taking higher taking rents in the three or submarkets, can you maybe just quantify the kind of increase of rents over the last just 12 months in Beverley Hills, Sherman Oaks and Santa Monica?

Jordan Kaplan

Well, Santa Monica is actually the area it got the best that’s as a market which is as we’ve said in the past over full for us, it’s actually hard to maintain in our submarkets hard to maintain occupancy above 95% or maybe 96% and Santa Monica has been above that, so that actually has been showing some significant increases in individual places where you get into some tenant bidding situations. On the other hand, there is a not a lot of space available for us to lease there unfortunately. Beverley Hills, the triangle is the same way. And the as we’ve said the – we’ve seen the increases in occupancy outside of that, I think that in term end Sherman Oaks/Encino is a little behind each of those things. But, I would say that if you’re that if you’re looking at it, they are probably on average some place a little shy of a quarter and increase in rent is probably about rate for asking rents in those markets. Santa Monica little bit more than that, but it varies from place to place and that’s a very hard market.

George Auerbach – ISI Group

All right. Thanks.

Operator

Next question comes from the line of Jamie Feldman from Bank of America/Merrill Lynch.

Jamie Feldman – Bank of America/Merrill Lynch

Thank you. I was hoping we could focus on the apartments for a moment. Just is that good luck raising rents in growing and NOI there. I mean how long do you think the runway is? How many more years or quarters, do you think you can continue to push rent? And what kind of pushback you are getting from tenants?

Jordan Kaplan

We have not – we have not seen any end-point to that at this point. We continue to see opportunity go forward. That’s really going to depend I suspect on the macroeconomic terms in the long-run, but at the current time, we're not seeing it becoming a problem. Yeah, we still see ourselves in the early innings of this phase. That’s where we are.

Jamie Feldman – Bank of America/Merrill Lynch

Okay and then just a follow up. You have the AIG lease coming due next year. Do you have any update on progress there or what their thoughts are?

Jordan Kaplan

We're in discussions with them. It’s an individual. It’s a single lease, so we'll wait and play out, but we are in discussions with them.

Jamie Feldman – Bank of America/Merrill Lynch

Okay. Do you think they want to stick around?

Jordan Kaplan

We hope to do.

Ted Guth

Well, I don’t think they will be talking like this if don’t want to stick around at all.

Jamie Feldman – Bank of America/Merrill Lynch

Okay. So, you’re in discussions for potential renewal?

Jordan Kaplan

Yes.

Jamie Feldman – Bank of America/Merrill Lynch

Okay, alright. Thank you.

Operator

Next question comes from the line of Jordan Sadler from KeyBanc.

Jordan Sadler – KeyBanc

Thank you and good morning out there.

Jordan Kaplan

Good morning.

Jordan Sadler – KeyBanc

I wanted to follow up on the occupancy you’ve made nice progress again in the quarter picking up 50 basis points of least occupancy sequentially. You’re maintaining the guidance for the full year on occupancy because I guess it’s early, but is there – which is plus 100 basis points for the full year. Anything behind that or how should we think about rent role or occupancy as we sort of role throughout the rest of the year?

Jordan Kaplan

Well in terms of occupancy, as we’ve said in the past and as we’re seeing we feel good about positive absorption for sure. Occupancy is a little slower – that’s why we’re mixing kind of occupancy and leasing here a little bit.

Jordan Sadler – KeyBanc

Sure.

Jordan Kaplan

When you sign the lease, we could lease like crazy still a little slower to get the people to roll into their space. So, we’re feeling very good about positive absorption and you’re seeing it. In terms of ramp roll - in particularly the ramp roll metric that even stand out when we look at things is the same lease to same lease, straight-line rent comparison right which this quarter was down something like 6.8%.

Ted Guth

6.7%.

Jordan Kaplan

6.7%. Whereas last quarter I think it was up 2.4% after if you given – if you took out…

Ted Guth

Down.

Jordan Kaplan

Down 2.4% taking out the one large lease we did. So, we took a pretty hard look at that difference and what we can see happening is when we do a lot of leasing in a particular submarket that was really impacted by the recession where in this case it was Westwood. So, Westwood we did a lot of leasing last quarter. And Westwood while our portfolio did necessarily dropped dramatically. Westwood as a market got a lot of negative absorption to the recession and rents really dropped – I mean it was sort of the poster child for extremely high-rents in '07 dropping to some extremely low numbers to the recession.

So now as we’re doing leasing the rent, I assume the same will happen as we at lease up Warner Center, you’re going to see sort of an some odd results in terms of straight line comparison because it’s going to be overwhelmed by those submarkets where as if we were doing a lot of leasing in Santa Monica that number we don’t probably almost look like we’re starting to shift over again. So it’s – so it’s submarket dependant although the news is good is that those markets are leasing up now, so not only do we have the good markets where we've told you rents are starting to move, but some of the other markets that were the most weakened during the recession seem to be recovering, that's why we are feeling good about one center, you're seeing it in Westwood although you didn't see it in our particular portfolio you saw it in the other owners' portfolios in that market. So, we didn’t – we don’t take that 6.7% number as being sort of trend indicative going the wrong way.

Jordan Sadler – KeyBanc

As indicate..

Jordan Kaplan

You understand that.

Ted Guth

Sure, sure.

Jordan Sadler – KeyBanc

Thanks a lot.

Jordan Kaplan

Jordan to get back to the question about the sort of guidance on occupancy itself, we actually feel that from a very space-by-space modeled that’s put together by our financial planning group and you didn’t the corporate the feedback from the properties and historical trends for us now that doesn’t capture and I know some of your concerns that how do you get there. It doesn’t capture if there is an inflection point because we are not that to be able to do that. But it does, it is built up from a very detailed model that come to the approximately 1% for the year, 100 basis points.

Jordan Kaplan

Of occupancy growth, yeah.

Jordan Sadler – KeyBanc

So, there aren’t any known sizeable move outs 2Q, 3Q that’s sort of make the year a little bit lumpy from an occupancy standpoint.

Jordan Kaplan

There are always – the year is always lumpy particularly on occupancy where you just have move out to people. The answer is yes, there are no move-outs that will take us down and there are – it’s a question of how they could offset by the…

Ted Guth

New leases.

Jordan Kaplan

By the new leases.

Ted Guth

In terms of absorption.

Jordan Kaplan

Yeah.

Ted Guth

Right. Everything we know is calculated into our numbers that we give you guys.

Jordan Kaplan

I mean, literally we got 2,300 spaces that we’re monitoring and looking at each one of them and some of those two numbers of the influx and the out flux that comes at and that makes it, why I said, it makes it harder to calculate because you can very easily get, if you, if somebody decides to stay or somebody decides to leave and often from many tenants, one of the reasons we don’t try and project an individual tenant basis is because you just end up with people who are always telling you that they have another option that they are thinking about moving to and you’re trying to gauge whether that’s just negotiating or it’s real.

Jordan Sadler – KeyBanc

It’s helpful. Quick follow-up on the commentaries surrounding Beverley Hills leasing up even better than you would have expected. I’m curious are there any other submarkets that are doing the same, obviously Santa Monica it sounds like there are shrinks there and maybe Sherman Oaks as well, but what are the nature of the tenants who are sort of coming in and leasing a little bit more aggressively, what types of tenants?

Jordan Kaplan

It varies from quarter-to-quarter – I mean to market-to-market. So, if you are looking at Beverly Hills, Beverly Hills is nominated by entertainment clients and entertainment related clients. Santa Monica has a more diverse group, but obviously as we have all talked about prior quarters, you have a lot of takeaway on the margin. Tech is improving things and Sherman Oaks/Encino is mixed although there is fair amount of entertainment that’s been contributing to there. Overall, during the quarter tech and entertainment were disproportionate shares of their leasing and that’s not the thing for example, in the case of tech that it's become a major piece of the portfolio as a whole, but it’s been continued to be more than its proportional share if you look at where we have in general. Legal, financial services, entertainment were the top industry groups this quarter with accounting a little behind those.

Jordan Sadler – KeyBanc

Okay. Thank you.

Operator

Next question comes from the line of Brendan Maiorana from Wells Fargo.

Brendan Maiorana – Wells Fargo

Thanks. Good morning in there.

Jordan Kaplan

Hey Brendan.

Brendan Maiorana – Wells Fargo

Hey guys. So, you talked about – a bit about Warner Center Woodland Hills, I wanted to maybe go into Brentwood a little bit, because that’s the other market where you got good opportunity I guess. I would put in terms of lease up within the portfolio if I look at kind of your portfolio relative to where Douglas Emmett operated historically, I think it’s about 700 basis points occupancy below average and if I look at markets statistics, it’s about the same market today versus average over the past five or six years. Can you give us a sense of the dynamic that’s going on in that market and the expectations of lease up over the next couple of years?

Jordan Kaplan

Yeah, we continue to see Brentwood as a – as a market on a par with the other Westside markets. There has been a little noise in that in the last few quarters. We’ve had a couple of larger tenant that moved out for reasons that didn’t relate directly to a competitive bidding process or you talked about one that move because they wanted to have a full four plate. There’s another when they move back into the space that they had at one point occupied and been sort of there – their home turf before they split off from the firm that continue to occupy that.

There is also probably a little noise in there for those of you been to L.A. recently and the Wilshire properties that area Wilshire has been very dramatically impacted by the four or five projects, so that you got a lot of traffic there on Wilshire and getting there from the four side of the freeways very difficult. All of that being said we actually have been having very good activity in that market and we – in the same way that we’ve built we said something about Westwood last period and said it could lease up very fast because of that. We feel actually the same way with Brentwood so…

Jordan Kaplan

That's a strong up arrow.

Ted Guth

Yeah, so truth is we don’t regard unlike Warner Center where we see that as a longer-term development project. We think that you could be very surprised to see Brentwood move up very quickly just with a few people coming in.

Brendan Maiorana – Wells Fargo

I mean, is the tightness in Santa Monica pushing tenants to Brentwood it was seen like that will be the sort of the next logical step geographically?

Jordan Kaplan

Yeah, that’s it depends on the type of tenant some of them are moving there some of them are moving to other markets near, but I agree with you that’s right the 405 project should be finished someday soon, this within the next 6 to 9 months I think that will be, but again we were there seeing lot of traffic there right now today, so we’re really, that’s not a market that we see as being a problematic market.

Ted Guth

Easing traffic it means.

Jordan Kaplan

Yeah.

Ted Guth

We’re also seeing car traffic.

Jordan Kaplan

Yeah. Exactly.

Brendan Maiorana – Wells Fargo

Understood. And then just final question, if I look at your kind of tenant mix, law firm, financial and professional services firms, insurance, I think comprised about 60% of your tenant base and media, entertainment, advertising firms are around 20% of your tenant base. Are you seeing – or as we hear from a lot of other landlords it’s the media, entertainment, and tech tenants that are really driving the expansion. Are you seeing the more professional service firms, the more traditional office firms, are they contracting? Are they expanding? Can you give us a sense of that side of your tenant base?

Jordan Kaplan

Well, again in terms of the new leases during the quarter whether you look at new, new leases or renewal leases, they are really still legal financial services are right up there as being major tenants. One of the things that I think you have to focus on is that a lot of these financial services, accounting firms and legal firms, service entertainment and tech things. So, we have clients that we classify as legal, but the reality is if you know the entertainment business at all they are…

Ted Guth

You couldn’t hire them as your lawyer.

Jordan Kaplan

You couldn’t hire – unless you’re an entertainer, they typically charge on a percentage basis and all of that. So, again while tech and entertainment are a relatively as you pointed out, relatively not the biggest pieces of the pie. If you also included in them the impact that they have on the other types of service activities that’s actually a fair amount.

Brendan Maiorana – Wells Fargo

Okay, that’s helpful. All right thanks guys.

Jordan Kaplan

Sure.

Operator

Next question comes from the line of Michael Knott from Green Street Advisors.

Michael Knott – Green Street Advisors

Thanks. Hey, Jordan a lot of the media reports about the accessory and all that, it seems like it’s probably noise as it pertains to you and to the company, but can you just talk about maybe go back to the reassessment after the IPO and just help us understand that there is no links there to that time period to the current brouhaha?

Jordan Kaplan

Yeah, I didn’t do that and I have been – I promised I wouldn’t spend the time answering the questions, I’m going to let Ted do it because I’m so long winded on it, which you heard when you called me. So, I’ll let Ted answer the question, but yes we can do that.

Michael Knott – Green Street Advisors

Okay.

Ted Guth

Well, first of all, it will probably make sense for those of you as Jordan said we spent sometime with Michael talking about this couple of weeks ago, but for those of you who don’t know the background probably makes sense for me to back up for a moment and just give you a little background on it. In the past few months, there have been stories in the press out here about improprieties in the office of John Noguez who became the LA County assessor in December of 2010. Part of that story is concerned a property tax consultant who raised campaign contributions for Noguez and a staffer in the assessor’s office who went into the county computer systems that reduced the assessed values up literally hundreds of residential properties including properties owned by the clients of the property tax consultant.

When the assessor’s actions were discovered, I mean that staffer’s actions were discovered, he was fired and the reassessments were reversed. They just went in and told people there had been an error in your back up. When he was questioned the staffer claimed he reduced the values because he felt pressured to raise campaign money for the assessor. According to papers, some of the owners of the in-property, recess properties, gave donations and many did not. And then sort of the most recent development in the last week to district attorney did subpoenas to search the house and the offices of the assessor, the staffer, and the property tax consultant. So, that sort of what we know from the papers sort of from our side neither Douglas Emmett nor Jordan has ever dealt with either the staffer or the tax consultant in any way. And, in both cases we’ve always dealt with the assessor in compliance with the applicable procedures they never questioned special favors or made any pay to play contributions. So, all of this relates to the time period. I mean I think that the improper assessments will begun in 2010 and then continued for a little period after that, so none of this is scandal relates to the period before that time.

Michael Knott – Green Street Advisors

Then it’s all in house?

Ted Guth

Yeah. I think since the question has been raised, let me just say a little bit about Jordon’s house. The Jordon applies for a appraisal on its house last year. At this point we don’t even have a set value for Jordon’s house yet. The caseload in the assessor's office went up by about 10 fold after the decline of property values that happened in 2008. So, that fiscal 2011 they had a total of 97 – 96,000 cases that were pending, but they were only able to resolve less than half of those. So Jordan’s house and another 50,000 cases were in back log at year end. Jordon doesn’t save any factors from the delay as the – any appraisal will be retroactive to the Dave question and so, the only benefit that was cited by the LA Times story was that Jordan could retain interest here in during the delay, which at current interest rates would probably be a few $100.

Jordan Kaplan

That’s a long answer, did that answer it for you?

Michael Knott – Green Street Advisors

Well, my question was really just I think the thing most of us probably worry about is that the current assessor was handpicked by the prior assessor when you guys were negotiating the reassessment of the property taxes after the IPO and I just have to ask the question, there is no relationship..

Ted Guth

I can give you a simple answer. There is absolutely no connection. You are talking about years and years ago, but they had no connection at all.

Jordan Kaplan

By the way another thing is that Noguez was not in any district that – when he was working at the appraisal office, he did not work on districts that contained any of our products – of our projects.

Michael Knott – Green Street Advisors

Okay and then Jordan just to go back to your Warner Center comments, do you feel like in – when it reaches some equilibrium level of it – that market came traded rents that are on par with they – do you think it will always be kind of price sensitive market relative to the Sherman Oaks or Ecino?

Jordan Kaplan

No, it will be higher. I expect – its history is that the rents in Warner Center were higher than in Encino Sherman Oaks and what happened was they dropped out due to recession, Encino Sherman Oaks held strong and even maybe improved a little bit and so now, that Warner Center market has to recover all the way backup. But our history is that that market because of the way, it’s a very good place to live. It’s got good amenities. Historically it was more expensive to rent there.

Ted Guth

Remember that Warner Center was the only submarket of all our submarket that saw any new building come online in the last five years. And so a lot of the excess capacity in that market and there was almost million square feet as I recall.

Jordan Kaplan

1.3 million.

Ted Guth

1.3 million came online in that period. If you back that 1.3 million out of it, it actually would be a brief full market today. So, part of the problem really is not having to do with the market just going down. It’s important to recognize, and no left space is now on the market. So, the vacancy is now out there.

Jordan Kaplan

It absorbed a lot of space, but it couldn’t absorb the whole add. And so I think once it gets back up to speed, I guess if its history is any indication the rental will be higher again.

Michael Knott – Green Street Advisors

Do you think stabilize level is kind of a 90% or more and do you think that’s going to be 15%?

Jordan Kaplan

At 90% out there you will see rents going up. And in the past there was good price distribution out there, I mean there is a reason year they built 1.3 million feet, I mean it was sort of elastic development site that was, that could be done under that kind of Warner Center specific plan and they built it and they actually impressively until we hit the recession, we’re leasing it up like crazy.

Michael Knott – Green Street Advisors

Right, okay, thanks. And Mary, good luck to you.

Mary Jensen

Thanks.

Operator

Next question comes from the line of Rob Stevenson from Macquarie.

Rob Stevenson – Macquarie

Modeling question. In terms of the $133 to $135 million guidance for interest expense, is that net of the add backs for the swaps in the FFO line item?

Jordan Kaplan

Yes. That’s after making the adjustment for the – for the – that’s after making adjustment for the terminated swaps.

Rob Stevenson – Macquarie

Okay. And then the other question is where you guys sort of trending now in terms of the FAS 141 income, it look likes it keep burning off but is that accelerating, I mean, is that what point do we just do it burn through that and you basically have no impact to FFO anymore?

Jordan Kaplan

Well, we have if there’s FAS 141 can come into play from two places, one is there is a small amount that’s coming in from any acquisition that we’re doing and it could be either positive or negative depending on the acquisition and so that will burn off as those piece burn off. The bulk of the FAS 131 income has come from the IPO assets and that burns off as the individual lease involve burns off. And so given the net that therefore will – that portion will continue to decline going forward all though at a gradually reducing rate. So that if you think about if you did a curve, which has the length of at least after the IPO, you had a loss and expired first and then you had a fewer longer ones and now we have a queue, we’re going to get out pretty soon out to it. I think we’re looking at only a few of the leases that were say a 10 year lease or even longer leases at the time of the IPO. So, we’re seeing that – that will continue to come down, but the rate of coming down if you just take the rate of coming down over the last few years, can you extrapolate out (indiscernible) approaching a curve that will run out until 20 – 8 to 10 years because we still have some leases that were pretty long-term going back.

Rob Stevenson – Macquarie

Okay. And is there anything of a non-recurring nature that you guys are including in the 133, 139 guidance that we need to be aware of in the last couple of quarters of the year?

Jordan Kaplan

There are small amounts of noise because we had – we did have a – for example in this quarter we had the some interest that was included – that we have some mark-to-market on some – the last debt we’re paying off, we paid that off. We have some loan lease and so forth, but on the whole it’s not particularly lumpy.

Rob Stevenson – Macquarie

Okay, thanks guys.

Jordan Kaplan

Now, that’s one another thing that there is some amount of our debt particularly as we get further into the year, we will – it’s going to be floating as you probably have noted and so part of depending of what happens with Libor that would at the – that issue.

Operator

Next question comes from the line of Mitch Germain from JMP Securities.

Mitch Germain – JMP Securities

Good morning. Jordon just curious any material change in the size or competition of the acquisition pipeline?

Jordan Kaplan

I would say it’s weekend, I don’t know material I mean, look, when you have a pipeline you’re working on it you haven’t made any deals, I guess anything materials since the deal you are talking about the May, but that– I just spell like more was if you would have asked me three or four months ago, I felt like there was more comment and I feel like I see right now. I mean I know some deals that are coming, but I just had more would be coming this year and I hope I’m wrong and you never know when stuff can come out and right when you don’t expect it is going to happen. So, my predictions have just been horrible on this issue going back couple of years actually, but as I look – if I look at what right now we’re working on it’s actually probably a little bit less than what we’re working on three to four months ago.

Mitch Germain – JMP Securities

Great. I appreciate it.

Jordan Kaplan

I’m sorry what?

Mitch Germain – JMP Securities

I was just saying thank you to Mary. Go ahead please.

Mary Jensen

Thanks.

Operator

Next question comes from the line of Alex Goldfarb from Sandler O’Neill.

Alex Goldfarb – Sandler O’Neill

Good afternoon.

Jordan Kaplan

Hi, Alex.

Ted Guth

Hi, Alex.

Alex Goldfarb – Sandler O’Neill

How are you? And I guess I need to do the obligatory, we will miss you Mary.

Mary Jensen

(Indiscernible) Alex, thank you.

Alex Goldfarb – Sandler O’Neill

Everyone else has done it, so what the hell. Okay, two quick questions here. First of, and I jumped on late, so I apologize if you already addressed this. Can you give us a sort of a mark for your 2013 with the rent sort of expiring around 39, 40 bucks, what would market be for where those leases are right now today?

Jordan Kaplan

Well, I don' know – 2013 we don’t know, what we can tell you the number was…

Ted Guth

No, I don’t know Alex. I don’t know that we've really gone through and done the analysis to look on a market-by-market basis as to what that is.

Jordan Kaplan

It's 9.9% now mark-to-market.

Alex Goldfarb – Sandler O’Neill

9.9%?

Jordan Kaplan

Well, for the leases right now, we have in place if you were marking just market asking rent 9.9%.

Alex Goldfarb – Sandler O’Neill

Okay, okay. And then the second question is Century City, did you guys talk about that submarket?

Jordan Kaplan

No.

Alex Goldfarb – Sandler O’Neill

Okay. Can you just give us some comments, just speaking to some brokers sounded like it was a little soft that some landlords were trying to push the $4 mark, but weren’t having much luck, sort of what you guys are seeing in that market?

Jordan Kaplan

Well, first as a market that as you know we have – it’s not a market in which where the dominant position that we have in lot of other markets and it is also not a market you noticed that’s in the group that we have said that we are seeing pushing rents being something happening right now. That being said, the other sort of issue is that's the market, where we have really good occupancy, especially compared to the market as a whole and where we have relatively little rent roll this year. So, it’s a market that had some noise in it also, because there has been some buildings being pulled off the market. So, all of that’s been going on. So, I am not sure I have as much sort of intelligent on the $4 rent issue that you just mentioned that is happening, but that's sort of where we see the market.

Alex Goldfarb – Sandler O’Neill

Okay, thank you.

Operator

And the last question comes from the line of Joshua Attie from Citi.

Michael Bilerman – Citi

Thank you. It's actually Michael Bilerman. And so just a couple of follow-ups, Jordan you talked about the limited supply of new product in terms of acquisition activity in your core markets. I guess how much time are you then spending outside of West LA and Honolulu in terms of trying to look for deals? And arguably I understand that there is an element of dumb tax that you would have to pay as you go into new markets, but I am just curious is if you can’t find the product near current markets, you are getting – is the itch there to go outside?

Jordan Kaplan

Well, I don’t want to change the bias to give any indication I have anything but a bias to buy in our buy our markets which I know is not that exciting a statement, but I will also admit that I am looking harder at deals just because the amount of time out in my day and (indiscernible) deals that in some of the other markets moving working their way up to coast all the way to Seattle. I mean we have taken some better looks at those markets, but every time I do it I say to myself, God I just needed to break some of these deals that are here in our way.

Michael Bilerman – Citi

Yeah, as you…

Jordan Kaplan

Well we are looking, I mean, I am looking…

Ted Guth

As you said there is a huge advantage us in this market and given our proclivity to reestablish the platform, it is a huge investment to go into a new market?

Michael Bilerman – Citi

And maybe we can just go back to Michael Knott’s question just in terms of as we go down back to the IPO in ‘07 clearly the expenses in real estate taxes was a big discussion that we had when you are going public and in terms of what you had reserved and where you sort of thought the markets were, we are five years later now. I assume that some of this is sort of washed through the system, but can you just elaborate a little bit more about sort of when that deal was struck and how much it’s current pay at this point?

Jordan Kaplan

I got to tell you, I know it’s kind of last time you guys heard about property tax from us, so you are going back to it, but it’s sold and so washed through the system, but I really don’t – there is not much there I think, I mean you know all of reserves and all of those old things that were done I mean – I don’t even, I honestly don’t know how to answer that questions it’s like asking you when you where in grammar school can you get down to the classes, you were in and tell me which one really where you didn’t study hard enough good impact today you’ve – what you’re doing, I mean it’s too long ago.

Michael Bilerman – Citi

Right, so there is no element – I mean look at the time right you said values that – sort of in terms of the assessments and you try to lower the tax…

Jordan Kaplan

They don’t, yeah. Well what happens is to say you understand where maybe it’s worth repeating process. The assessor when you do the transaction, you may got through and value all kind of everything and you went up with eyes, okay. Now let’s go forward values went down. We go in essentially almost every year where we think we’ve an opportunity and we apply for that value to be reduced. I mean we do that on 10, 15 properties, we do a continuously anytime we can take and we’re aggressive about this, no doubt about it, we are aggressive about saying hey maybe our property tax were little high here, we want you to take a look at it. Now, they will come in lot of times and revalue properties and we’ve got math done over the last couple of years and got properties to a lower value, is that lower evaluation is for one year, then they push it back up and you can try and find it back down.

Ted Guth

Now, by the way, there was one year things that Jordon saying, don’t actually have a huge impact on our financial results because the vast majority, the benefit that comes from that actually gets past through the tenants under the camp provision of their leases. So, while we think its good business to do it, it actually does not, these are not issues that have a lot of FFO intact for us.

Jordan Kaplan

It lowers the cost for the tenants and hopefully in the end of the day that also increases the amount of rent we can get, but the day you get the value reduction, there is not a great change for us.

Michael Bilerman – Citi

Okay. And then just last one just in terms of FFO, so it – a $0.35 you are sort of trending towards the $1.40 annualized, then I understand that the share count is going to be a little bit higher as you move through the year based on the ATM that was done obviously in the first quarter as well as some of the stock comp and higher-stock price. But what else maybe happening that would put you down towards a $1.33, $1.39 range, especially when you have increasing occupancy throughout the year. I’m just trying to figure out why got into the higher?

Jordan Kaplan

Well, probably the biggest factor to sort of focus on is that during the year as we’ve talked about we continued to see declines in straight line and FAS 141 and some other non-cash issues that flow through. So the occupancy - you’re absolutely right and we said this before that because there is an offset between the current rent roll down and the rent roll up between the bumps that doesn’t affect things. And so that cash sort of base rent mostly relates to that. That’s going to make it. And another think that I mentioned very briefly and I think every year we go back and do a camera conciliation process in terms of looking at what the CAM is actually or it’s a very complicated process on a lease-by-lease, so fiscal ‘12 2,300 leases. That process last second quarter was particularly good for us in a sense, I don’t know if it’s good enough. The reconciliation turned out positive for us, which means we collected two bills during the year which is why that is not. So that also impacted the comparison last year.

Michael Bilerman – Citi

Okay, thank you.

Operator

And then, no questions at this time.

Jordan Kaplan – President and Chief Executive Officer

Okay. Well, thank you everybody. It was a pleasure talking to you and we look forward to speaking with you again next quarter.

Operator

This concludes today’s teleconference. Thank you for your participation and you may now disconnect.

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