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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Hudson Pacific Properties, Inc.
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Maryland
(State or other jurisdiction of incorporation or organization)
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27-1430478
(I.R.S. Employer Identification Number)
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Hudson Pacific Properties, L.P.
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Maryland
(State or other jurisdiction of incorporation or organization)
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80-0579682
(I.R.S. Employer Identification Number)
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11601 Wilshire Blvd., Ninth Floor
Los Angeles, California 90025
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(Address of principal executive offices) (Zip Code)
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Hudson Pacific Properties, Inc. Yes
x
No
o
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Hudson Pacific Properties, L.P. Yes
x
No
o
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Hudson Pacific Properties, Inc. Yes
x
No
o
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Hudson Pacific Properties, L.P. Yes
x
No
o
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Hudson Pacific Properties, Inc.
o
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Hudson Pacific Properties, L.P.
o
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Hudson Pacific Properties, Inc. Yes
o
No
x
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Hudson Pacific Properties, L.P. Yes
o
No
x
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•
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enhancing investors’ understanding of our Company and our operating partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
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•
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eliminating duplicative disclosure and providing a more streamlined and readable presentation because a substantial portion of the disclosure applies to both our Company and our operating partnership; and
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•
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creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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Page
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ITEM 1.
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Financial Statements of Hudson Pacific Properties, Inc.
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ITEM 1.
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Financial Statements of Hudson Pacific Properties, L.P.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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March 31,
2017 |
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December 31,
2016 |
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(unaudited)
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ASSETS
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REAL ESTATE ASSETS
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Land
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$
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1,265,399
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$
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1,265,399
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Building and improvements
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4,628,355
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4,502,235
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Tenant improvements
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393,525
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373,778
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Furniture and fixtures
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4,231
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4,276
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Property under development
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216,499
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295,239
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Total real estate held for investment
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6,508,009
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6,440,927
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Accumulated depreciation and amortization
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(463,882
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)
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(419,368
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)
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Investment in real estate, net
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6,044,127
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6,021,559
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Cash and cash equivalents
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115,690
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83,015
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Restricted cash
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18,000
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25,177
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Accounts receivable, net
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2,009
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6,852
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Straight-line rent receivables, net
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84,850
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87,281
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Deferred leasing costs and lease intangible assets, net
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296,645
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309,962
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Derivative assets
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8,558
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5,935
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Goodwill
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8,754
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8,754
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Prepaid expenses and other assets, net
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84,582
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27,153
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Investment in unconsolidated entities
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38,546
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37,228
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Assets associated with real estate held for sale
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—
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66,082
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TOTAL ASSETS
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$
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6,701,761
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$
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6,678,998
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LIABILITIES AND EQUITY
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Notes payable, net
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$
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2,388,388
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$
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2,688,010
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Accounts payable and accrued liabilities
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135,198
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120,444
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Lease intangible liabilities, net
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73,033
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80,130
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Security deposits
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33,019
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31,495
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Prepaid rent
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34,779
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40,755
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Derivative liabilities
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967
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1,303
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Liabilities associated with real estate held for sale
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—
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3,934
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TOTAL LIABILITIES
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2,665,384
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2,966,071
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6.25% Series A cumulative redeemable preferred units of the operating partnership
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10,177
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10,177
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EQUITY
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Hudson Pacific Properties, Inc. stockholders’ equity:
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Common stock, $0.01 par value, 490,000,000 authorized, 155,279,629 shares and 136,492,235 shares outstanding at March 31, 2017 and December 31, 2016, respectively
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1,553
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1,364
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Additional paid-in capital
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3,691,819
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3,109,394
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Accumulated other comprehensive income
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8,710
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9,496
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Accumulated income (deficit)
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3,784
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(16,971
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)
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Total Hudson Pacific Properties, Inc. stockholders’ equity
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3,705,866
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3,103,283
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Non-controlling interest—members in consolidated entities
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307,438
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304,608
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Non-controlling interest—units in the operating partnership
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12,896
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294,859
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TOTAL EQUITY
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4,026,200
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3,702,750
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TOTAL LIABILITIES AND EQUITY
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$
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6,701,761
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$
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6,678,998
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Three Months Ended March 31,
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||||||
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2017
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2016
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REVENUES
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Office
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Rental
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$
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133,516
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$
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116,227
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Tenant recoveries
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17,401
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20,533
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Parking and other
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5,899
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5,532
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Total office revenues
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156,816
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142,292
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Media & Entertainment
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Rental
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6,685
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6,028
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Tenant recoveries
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665
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199
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Other property-related revenue
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4,042
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4,969
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Other
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77
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49
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Total Media & Entertainment revenues
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11,469
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11,245
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TOTAL REVENUES
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168,285
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153,537
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OPERATING EXPENSES
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Office operating expenses
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47,954
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47,703
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Media & Entertainment operating expenses
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7,251
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5,952
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General and administrative
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13,810
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12,503
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Depreciation and amortization
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70,767
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68,368
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TOTAL OPERATING EXPENSES
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139,782
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134,526
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INCOME FROM OPERATIONS
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28,503
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19,011
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OTHER EXPENSE (INCOME)
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Interest expense
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21,930
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17,251
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Interest income
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(30
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)
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(13
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)
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Unrealized (gain) loss on ineffective portion of derivative instruments
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(6
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)
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2,125
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Other (income) expense
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(678
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)
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24
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TOTAL OTHER EXPENSES
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21,216
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19,387
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INCOME (LOSS) BEFORE GAINS ON SALE OF REAL ESTATE
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7,287
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(376
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)
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Gains on sale of real estate
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16,866
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6,352
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NET INCOME
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24,153
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5,976
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Net income attributable to preferred units
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(159
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)
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(159
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Net income attributable to participating securities
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(240
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)
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(197
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)
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Net income attributable to non-controlling interest in consolidated entities
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(3,037
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)
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(1,945
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)
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Net income attributable to units in the operating partnership
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(202
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)
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(1,422
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)
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Net income attributable to Hudson Pacific Properties, Inc. common stockholders
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$
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20,515
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$
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2,253
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Basic and diluted per share amounts:
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||||
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Net income attributable to common stockholders—basic
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$
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0.14
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$
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0.03
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Net income attributable to common stockholders—diluted
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$
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0.14
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$
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0.03
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Weighted average shares of common stock outstanding—basic
|
147,950,594
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89,190,803
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Weighted average shares of common stock outstanding—diluted
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149,950,346
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89,597,803
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Dividends declared per share of common stock
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$
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0.250
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$
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0.200
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Three Months Ended March 31,
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||||||
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2017
|
|
2016
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||||
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Net income
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$
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24,153
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$
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5,976
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Other comprehensive income (loss): change in fair value of derivative instruments
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2,864
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(15,475
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)
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Comprehensive income (loss)
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27,017
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(9,499
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)
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Comprehensive income attributable to preferred units
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(159
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)
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(159
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)
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Comprehensive income attributable to participating securities
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(240
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)
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(197
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)
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Comprehensive income attributable to non-controlling interest in consolidated entities
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(3,037
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)
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(1,945
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)
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Comprehensive (income) loss attributable to units in the operating partnership
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(230
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)
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4,566
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Comprehensive income (loss) attributable to Hudson Pacific Properties, Inc. stockholders
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$
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23,351
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$
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(7,234
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)
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Hudson Pacific Properties, Inc. Stockholders’ Equity
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|||||||||||||||||||
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Shares of Common Stock
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Stock
Amount
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Additional
Paid-in
Capital
|
Accumulated Income
(Deficit)
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Accumulated
Other
Comprehensive
Income (Loss)
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Non-
controlling
Interest—Units in the
Operating
Partnership
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Non-controlling Interest—Members in Consolidated Entities
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Total Equity
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|||||||||||||||
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Balance at January 1, 2016
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89,153,780
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$
|
891
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$
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1,710,979
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$
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(44,955
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)
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$
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(1,081
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)
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$
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1,800,578
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$
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262,625
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$
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3,729,037
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Contributions
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—
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—
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—
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—
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—
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—
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33,996
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33,996
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|||||||
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Distributions
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—
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—
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—
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—
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—
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—
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(1,303
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)
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(1,303
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)
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|||||||
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Proceeds from sale of common stock, net of underwriters’ discount and transaction costs
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47,010,695
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470
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1,449,111
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—
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—
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—
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—
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1,449,581
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|||||||
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Issuance of unrestricted stock
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590,520
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6
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—
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—
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—
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—
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—
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6
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|||||||
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Shares withheld to satisfy tax withholding
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(262,760
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)
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(3
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)
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(8,424
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)
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—
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—
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—
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—
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(8,427
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)
|
|||||||
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Declared dividend
|
—
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|
—
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(90,005
|
)
|
—
|
|
—
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(27,814
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)
|
—
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|
(117,819
|
)
|
|||||||
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Amortization of stock-based compensation
|
—
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|
—
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|
13,609
|
|
—
|
|
—
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|
1,045
|
|
—
|
|
14,654
|
|
|||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
27,984
|
|
—
|
|
5,848
|
|
9,290
|
|
43,122
|
|
|||||||
|
Change in fair value of derivatives
|
—
|
|
—
|
|
—
|
|
—
|
|
10,577
|
|
(4,635
|
)
|
—
|
|
5,942
|
|
|||||||
|
Redemption of common units in the operating partnership
|
—
|
|
—
|
|
34,124
|
|
—
|
|
—
|
|
(1,480,163
|
)
|
—
|
|
(1,446,039
|
)
|
|||||||
|
Balance at December 31, 2016
|
136,492,235
|
|
1,364
|
|
3,109,394
|
|
(16,971
|
)
|
9,496
|
|
294,859
|
|
304,608
|
|
3,702,750
|
|
|||||||
|
Contributions
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
103
|
|
103
|
|
|||||||
|
Distributions
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(310
|
)
|
(310
|
)
|
|||||||
|
Proceeds from sale of common stock, net of underwriters’ discount and transaction costs
|
18,656,575
|
|
187
|
|
647,488
|
|
—
|
|
—
|
|
—
|
|
—
|
|
647,675
|
|
|||||||
|
Issuance of unrestricted stock
|
251,080
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
|
Shares withheld to satisfy tax withholding
|
(120,261
|
)
|
(1
|
)
|
(4,202
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,203
|
)
|
|||||||
|
Declared dividend
|
—
|
|
—
|
|
(39,755
|
)
|
—
|
|
—
|
|
(164
|
)
|
—
|
|
(39,919
|
)
|
|||||||
|
Amortization of stock-based compensation
|
—
|
|
—
|
|
3,432
|
|
—
|
|
—
|
|
669
|
|
—
|
|
4,101
|
|
|||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
20,755
|
|
—
|
|
202
|
|
3,037
|
|
23,994
|
|
|||||||
|
Change in fair value of derivatives
|
—
|
|
—
|
|
—
|
|
—
|
|
2,836
|
|
28
|
|
—
|
|
2,864
|
|
|||||||
|
Redemption of common units in the operating partnership
|
—
|
|
—
|
|
(24,535
|
)
|
—
|
|
(3,622
|
)
|
(282,698
|
)
|
—
|
|
(310,855
|
)
|
|||||||
|
Balance at March 31, 2017
|
155,279,629
|
|
$
|
1,553
|
|
$
|
3,691,819
|
|
$
|
3,784
|
|
$
|
8,710
|
|
$
|
12,896
|
|
$
|
307,438
|
|
$
|
4,026,200
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
|
Net income
|
$
|
24,153
|
|
|
$
|
5,976
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
70,767
|
|
|
68,368
|
|
||
|
Amortization of deferred financing costs and loan premium, net
|
1,186
|
|
|
871
|
|
||
|
Amortization of stock-based compensation
|
3,902
|
|
|
3,342
|
|
||
|
Straight-line rents
|
2,366
|
|
|
(5,658
|
)
|
||
|
Straight-line rent expenses
|
381
|
|
|
529
|
|
||
|
Amortization of above- and below-market leases, net
|
(5,732
|
)
|
|
(4,851
|
)
|
||
|
Amortization of above- and below-market ground lease, net
|
637
|
|
|
535
|
|
||
|
Amortization of lease incentive costs
|
379
|
|
|
328
|
|
||
|
Bad debt expense
|
545
|
|
|
537
|
|
||
|
Amortization of discount and net origination fees on purchased and originated loans
|
—
|
|
|
(104
|
)
|
||
|
Unrealized (gain) loss on ineffective portion of derivative instruments
|
(6
|
)
|
|
2,125
|
|
||
|
Gains on sale of real estate
|
(16,866
|
)
|
|
(6,352
|
)
|
||
|
Change in operating assets and liabilities:
|
|
|
|
||||
|
Restricted cash
|
7,177
|
|
|
(2,001
|
)
|
||
|
Accounts receivable
|
4,650
|
|
|
4,412
|
|
||
|
Deferred leasing costs and lease intangibles
|
(6,635
|
)
|
|
(5,420
|
)
|
||
|
Prepaid expenses and other assets
|
(1,072
|
)
|
|
(935
|
)
|
||
|
Accounts payable and accrued liabilities
|
12,378
|
|
|
3,084
|
|
||
|
Security deposits
|
1,031
|
|
|
430
|
|
||
|
Prepaid rent
|
(6,344
|
)
|
|
(6,319
|
)
|
||
|
Net cash provided by operating activities
|
92,897
|
|
|
58,897
|
|
||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
|
Additions to investment property
|
(76,225
|
)
|
|
(54,415
|
)
|
||
|
Proceeds from sales of real estate
|
81,707
|
|
|
212,629
|
|
||
|
Contributions to unconsolidated entities
|
(1,071
|
)
|
|
—
|
|
||
|
Deposits for property acquisitions
|
(56,323
|
)
|
|
—
|
|
||
|
Net cash (used in) provided by investing activities
|
(51,912
|
)
|
|
158,214
|
|
||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
|
Proceeds from notes payable
|
—
|
|
|
30,000
|
|
||
|
Payments of notes payable
|
(300,642
|
)
|
|
(210,906
|
)
|
||
|
Proceeds from issuance of common stock, net
|
647,675
|
|
|
—
|
|
||
|
Payments for redemption of common units in the operating partnership
|
(310,855
|
)
|
|
—
|
|
||
|
Dividends paid to common stock and unitholders
|
(39,919
|
)
|
|
(29,802
|
)
|
||
|
Dividends paid to preferred unitholders
|
(159
|
)
|
|
(159
|
)
|
||
|
Contributions from non-controlling member in consolidated entities
|
103
|
|
|
103
|
|
||
|
Distributions to non-controlling member in consolidated entities
|
(310
|
)
|
|
(326
|
)
|
||
|
Payments to satisfy tax withholding
|
(4,203
|
)
|
|
(1,683
|
)
|
||
|
Payments of loan costs
|
—
|
|
|
(522
|
)
|
||
|
Net cash used in financing activities
|
(8,310
|
)
|
|
(213,295
|
)
|
||
|
Net increase in cash and cash equivalents
|
32,675
|
|
|
3,816
|
|
||
|
Cash and cash equivalents—beginning of period
|
83,015
|
|
|
53,551
|
|
||
|
Cash and cash equivalents—end of period
|
$
|
115,690
|
|
|
$
|
57,367
|
|
|
|
|
|
|
||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
|
Cash paid for interest, net of amounts capitalized
|
$
|
16,172
|
|
|
$
|
12,101
|
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
||||
|
Accounts payable and accrued liabilities for real estate investments
|
$
|
3,501
|
|
|
$
|
6,868
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
|
(unaudited)
|
|
|
||||
|
ASSETS
|
|
|
|
||||
|
REAL ESTATE ASSETS
|
|
|
|
||||
|
Land
|
$
|
1,265,399
|
|
|
$
|
1,265,399
|
|
|
Building and improvements
|
4,628,355
|
|
|
4,502,235
|
|
||
|
Tenant improvements
|
393,525
|
|
|
373,778
|
|
||
|
Furniture and fixtures
|
4,231
|
|
|
4,276
|
|
||
|
Property under development
|
216,499
|
|
|
295,239
|
|
||
|
Total real estate held for investment
|
6,508,009
|
|
|
6,440,927
|
|
||
|
Accumulated depreciation and amortization
|
(463,882
|
)
|
|
(419,368
|
)
|
||
|
Investment in real estate, net
|
6,044,127
|
|
|
6,021,559
|
|
||
|
Cash and cash equivalents
|
115,690
|
|
|
83,015
|
|
||
|
Restricted cash
|
18,000
|
|
|
25,177
|
|
||
|
Accounts receivable, net
|
2,009
|
|
|
6,852
|
|
||
|
Straight-line rent receivables, net
|
84,850
|
|
|
87,281
|
|
||
|
Deferred leasing costs and lease intangible assets, net
|
296,645
|
|
|
309,962
|
|
||
|
Derivative assets
|
8,558
|
|
|
5,935
|
|
||
|
Goodwill
|
8,754
|
|
|
8,754
|
|
||
|
Prepaid expenses and other assets, net
|
84,582
|
|
|
27,153
|
|
||
|
Investment in unconsolidated entities
|
38,546
|
|
|
37,228
|
|
||
|
Assets associated with real estate held for sale
|
—
|
|
|
66,082
|
|
||
|
TOTAL ASSETS
|
$
|
6,701,761
|
|
|
$
|
6,678,998
|
|
|
LIABILITIES
|
|
|
|
||||
|
Notes payable, net
|
$
|
2,388,388
|
|
|
$
|
2,688,010
|
|
|
Accounts payable and accrued liabilities
|
135,198
|
|
|
120,444
|
|
||
|
Lease intangible liabilities, net
|
73,033
|
|
|
80,130
|
|
||
|
Security deposits
|
33,019
|
|
|
31,495
|
|
||
|
Prepaid rent
|
34,779
|
|
|
40,755
|
|
||
|
Derivative liabilities
|
967
|
|
|
1,303
|
|
||
|
Liabilities associated with real estate held for sale
|
—
|
|
|
3,934
|
|
||
|
TOTAL LIABILITIES
|
2,665,384
|
|
|
2,966,071
|
|
||
|
6.25% Series A cumulative redeemable preferred units of the operating partnership
|
10,177
|
|
|
10,177
|
|
||
|
CAPITAL
|
|
|
|
||||
|
Partners’ capital:
|
|
|
|
||||
|
Common units, 155,848,674 and 145,942,855 issued and outstanding at March 31, 2017 and December 31, 2016, respectively.
|
3,718,762
|
|
|
3,398,142
|
|
||
|
Non-controlling interest—members in consolidated entities
|
307,438
|
|
|
304,608
|
|
||
|
TOTAL CAPITAL
|
4,026,200
|
|
|
3,702,750
|
|
||
|
TOTAL LIABILITIES AND CAPITAL
|
$
|
6,701,761
|
|
|
$
|
6,678,998
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
REVENUES
|
|
|
|
||||
|
Office
|
|
|
|
||||
|
Rental
|
$
|
133,516
|
|
|
$
|
116,227
|
|
|
Tenant recoveries
|
17,401
|
|
|
20,533
|
|
||
|
Parking and other
|
5,899
|
|
|
5,532
|
|
||
|
Total office revenues
|
156,816
|
|
|
142,292
|
|
||
|
Media & Entertainment
|
|
|
|
||||
|
Rental
|
6,685
|
|
|
6,028
|
|
||
|
Tenant recoveries
|
665
|
|
|
199
|
|
||
|
Other property-related revenue
|
4,042
|
|
|
4,969
|
|
||
|
Other
|
77
|
|
|
49
|
|
||
|
Total Media & Entertainment revenues
|
11,469
|
|
|
11,245
|
|
||
|
TOTAL REVENUES
|
168,285
|
|
|
153,537
|
|
||
|
OPERATING EXPENSES
|
|
|
|
||||
|
Office operating expenses
|
47,954
|
|
|
47,703
|
|
||
|
Media & Entertainment operating expenses
|
7,251
|
|
|
5,952
|
|
||
|
General and administrative
|
13,810
|
|
|
12,503
|
|
||
|
Depreciation and amortization
|
70,767
|
|
|
68,368
|
|
||
|
TOTAL OPERATING EXPENSES
|
139,782
|
|
|
134,526
|
|
||
|
INCOME FROM OPERATIONS
|
28,503
|
|
|
19,011
|
|
||
|
OTHER EXPENSE (INCOME)
|
|
|
|
||||
|
Interest expense
|
21,930
|
|
|
17,251
|
|
||
|
Interest income
|
(30
|
)
|
|
(13
|
)
|
||
|
Unrealized (gain) loss on ineffective portion of derivative instruments
|
(6
|
)
|
|
2,125
|
|
||
|
Other (income) expense
|
(678
|
)
|
|
24
|
|
||
|
TOTAL OTHER EXPENSES
|
21,216
|
|
|
19,387
|
|
||
|
INCOME (LOSS) BEFORE GAINS ON SALE OF REAL ESTATE
|
7,287
|
|
|
(376
|
)
|
||
|
Gains on sale of real estate
|
16,866
|
|
|
6,352
|
|
||
|
NET INCOME
|
24,153
|
|
|
5,976
|
|
||
|
Net income attributable to non-controlling interest in consolidated entities
|
(3,037
|
)
|
|
(1,945
|
)
|
||
|
Net income attributable to Hudson Pacific Properties, L.P.
|
21,116
|
|
|
4,031
|
|
||
|
Series A preferred units distributions
|
(159
|
)
|
|
(159
|
)
|
||
|
Net income attributable to participating securities
|
(240
|
)
|
|
(197
|
)
|
||
|
Net income available to common unitholders
|
$
|
20,717
|
|
|
$
|
3,675
|
|
|
Basic and diluted per unit amounts:
|
|
|
|
||||
|
Net income attributable to common unitholders—basic
|
$
|
0.14
|
|
|
$
|
0.03
|
|
|
Net income attributable to common unitholders—diluted
|
$
|
0.14
|
|
|
$
|
0.03
|
|
|
Weighted average shares of common units outstanding—basic
|
149,407,796
|
|
|
145,487,118
|
|
||
|
Weighted average shares of common units outstanding—diluted
|
150,334,796
|
|
|
145,894,118
|
|
||
|
Dividends declared per unit
|
$
|
0.250
|
|
|
$
|
0.200
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
Net income
|
$
|
24,153
|
|
|
$
|
5,976
|
|
|
Other comprehensive income (loss): change in fair value of derivative instruments
|
2,864
|
|
|
(15,475
|
)
|
||
|
Comprehensive income (loss)
|
27,017
|
|
|
(9,499
|
)
|
||
|
Comprehensive income attributable to preferred units
|
(159
|
)
|
|
(159
|
)
|
||
|
Comprehensive income attributable to participating securities
|
(240
|
)
|
|
(197
|
)
|
||
|
Comprehensive income attributable to non-controlling interest in consolidated entities
|
(3,037
|
)
|
|
(1,945
|
)
|
||
|
Comprehensive income (loss) attributable to partner
s’
capital
|
$
|
23,581
|
|
|
$
|
(11,800
|
)
|
|
|
Partners
’
Capital
|
|
|
||||||||
|
|
Number of Common Units
|
Common Units
|
Non-controlling Interest—Members in Consolidated Entities
|
Total Capital
|
|||||||
|
Balance at January 1, 2016
|
145,450,095
|
|
$
|
3,466,412
|
|
$
|
262,625
|
|
$
|
3,729,037
|
|
|
Contributions
|
—
|
|
—
|
|
33,996
|
|
33,996
|
|
|||
|
Distributions
|
|
—
|
|
(1,303
|
)
|
(1,303
|
)
|
||||
|
Proceeds from sale of common units, net of underwriters’ discount and transaction costs
|
47,010,695
|
|
1,449,581
|
|
—
|
|
1,449,581
|
|
|||
|
Issuance of unrestricted units
|
590,520
|
|
6
|
|
—
|
|
6
|
|
|||
|
Units withheld to satisfy tax withholding
|
(262,760
|
)
|
(8,427
|
)
|
—
|
|
(8,427
|
)
|
|||
|
Declared distributions
|
—
|
|
(117,819
|
)
|
—
|
|
(117,819
|
)
|
|||
|
Amortization of unit-based compensation
|
—
|
|
14,654
|
|
—
|
|
14,654
|
|
|||
|
Net income
|
—
|
|
33,832
|
|
9,290
|
|
43,122
|
|
|||
|
Change in fair value of derivative instruments
|
—
|
|
5,942
|
|
—
|
|
5,942
|
|
|||
|
Redemption of common units
|
(46,845,695
|
)
|
(1,446,039
|
)
|
—
|
|
(1,446,039
|
)
|
|||
|
Balance at December 31, 2016
|
145,942,855
|
|
3,398,142
|
|
304,608
|
|
3,702,750
|
|
|||
|
Contributions
|
—
|
|
—
|
|
103
|
|
103
|
|
|||
|
Distributions
|
—
|
|
—
|
|
(310
|
)
|
(310
|
)
|
|||
|
Proceeds from sale of common units, net of underwriters’ discount and transaction costs
|
18,656,575
|
|
647,675
|
|
—
|
|
647,675
|
|
|||
|
Issuance of unrestricted units
|
251,080
|
|
—
|
|
—
|
|
—
|
|
|||
|
Units withheld to satisfy tax withholding
|
(120,261
|
)
|
(4,203
|
)
|
—
|
|
(4,203
|
)
|
|||
|
Declared distributions
|
—
|
|
(39,919
|
)
|
—
|
|
(39,919
|
)
|
|||
|
Amortization of unit-based compensation
|
—
|
|
4,101
|
|
—
|
|
4,101
|
|
|||
|
Net income
|
—
|
|
20,957
|
|
3,037
|
|
23,994
|
|
|||
|
Change in fair value of derivative instruments
|
—
|
|
2,864
|
|
—
|
|
2,864
|
|
|||
|
Redemption of common units
|
(8,881,575
|
)
|
(310,855
|
)
|
—
|
|
(310,855
|
)
|
|||
|
Balance at March 31, 2017
|
155,848,674
|
|
$
|
3,718,762
|
|
$
|
307,438
|
|
$
|
4,026,200
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
|
Net income
|
$
|
24,153
|
|
|
$
|
5,976
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
70,767
|
|
|
68,368
|
|
||
|
Amortization of deferred financing costs and loan premium, net
|
1,186
|
|
|
871
|
|
||
|
Amortization of unit-based compensation
|
3,902
|
|
|
3,342
|
|
||
|
Straight-line rents
|
2,366
|
|
|
(5,658
|
)
|
||
|
Straight-line rent expenses
|
381
|
|
|
529
|
|
||
|
Amortization of above- and below-market leases, net
|
(5,732
|
)
|
|
(4,851
|
)
|
||
|
Amortization of above- and below-market ground lease, net
|
637
|
|
|
535
|
|
||
|
Amortization of lease incentive costs
|
379
|
|
|
328
|
|
||
|
Bad debt (recovery) expense
|
545
|
|
|
537
|
|
||
|
Amortization of discount and net origination fees on purchased and originated loans
|
—
|
|
|
(104
|
)
|
||
|
Unrealized (gain) loss on ineffective portion of derivative instruments
|
(6
|
)
|
|
2,125
|
|
||
|
Gains on sale of real estate
|
(16,866
|
)
|
|
(6,352
|
)
|
||
|
Change in operating assets and liabilities:
|
|
|
|
||||
|
Restricted cash
|
7,177
|
|
|
(2,001
|
)
|
||
|
Accounts receivable
|
4,650
|
|
|
4,412
|
|
||
|
Deferred leasing costs and lease intangibles
|
(6,635
|
)
|
|
(5,420
|
)
|
||
|
Prepaid expenses and other assets
|
(1,072
|
)
|
|
(935
|
)
|
||
|
Accounts payable and accrued liabilities
|
12,378
|
|
|
3,084
|
|
||
|
Security deposits
|
1,031
|
|
|
430
|
|
||
|
Prepaid rent
|
(6,344
|
)
|
|
(6,319
|
)
|
||
|
Net cash provided by operating activities
|
92,897
|
|
|
58,897
|
|
||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
|
Additions to investment property
|
(76,225
|
)
|
|
(54,415
|
)
|
||
|
Proceeds from sales of real estate
|
81,707
|
|
|
212,629
|
|
||
|
Contributions to unconsolidated entities
|
(1,071
|
)
|
|
—
|
|
||
|
Deposits for property acquisitions
|
(56,323
|
)
|
|
—
|
|
||
|
Net cash (used in) provided by investing activities
|
(51,912
|
)
|
|
158,214
|
|
||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
|
Proceeds from notes payable
|
—
|
|
|
30,000
|
|
||
|
Payments of notes payable
|
(300,642
|
)
|
|
(210,906
|
)
|
||
|
Proceeds from issuance of common units, net
|
647,675
|
|
|
—
|
|
||
|
Payments for redemption of common units
|
(310,855
|
)
|
|
—
|
|
||
|
Distributions paid to common unitholders
|
(39,919
|
)
|
|
(29,802
|
)
|
||
|
Distributions paid to preferred unitholders
|
(159
|
)
|
|
(159
|
)
|
||
|
Contributions from non-controlling member in consolidated entities
|
103
|
|
|
103
|
|
||
|
Distributions to non-controlling member in consolidated entities
|
(310
|
)
|
|
(326
|
)
|
||
|
Payments to satisfy tax withholding
|
(4,203
|
)
|
|
(1,683
|
)
|
||
|
Payments of loan costs
|
—
|
|
|
(522
|
)
|
||
|
Net cash used in financing activities
|
(8,310
|
)
|
|
(213,295
|
)
|
||
|
Net increase in cash and cash equivalents
|
32,675
|
|
|
3,816
|
|
||
|
Cash and cash equivalents—beginning of period
|
83,015
|
|
|
53,551
|
|
||
|
Cash and cash equivalents—end of period
|
$
|
115,690
|
|
|
$
|
57,367
|
|
|
|
|
|
|
||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
|
Cash paid for interest, net of amounts capitalized
|
$
|
16,172
|
|
|
$
|
12,101
|
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
||||
|
Accounts payable and accrued liabilities for real estate investments
|
$
|
3,501
|
|
|
$
|
6,868
|
|
|
Standard
|
|
Description
|
|
Effect on the financial statements or other significant matters
|
|
ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC Update)
|
|
The guidance in this ASU is based on two SEC staff announcements made at the September 2016 and November 2016 EITF meetings. In the September meeting, the SEC announced that a registrant should disclose the potential material effects of the ASUs related to revenues, leases and credit losses on financial instruments. As a result of the November meeting, the ASU conforms Accounting Standards Codification (“ASC”) 323 to the guidance issued in ASU 2014-01 related to investments in qualified affordable housing projects.
|
|
With the adoption of this guidance, the Company is required to provide updates on its implementation of the ASUs related to revenue, leases and credit losses on financial instruments. Please refer to the table below for updates on the revenue and lease ASUs. The credit losses on financial instruments ASU is not anticipated to have a material impact on the Company.
|
|
ASU 2016-19, Technical Corrections and Improvements
|
|
The technical corrections make minor change to certain aspects of the FASB ASC, including changes to resolve differences between current and pre-Codification guidance, updates to wording, references to avoid misapplication and textual simplifications to increase the Codification’s utility and understandability and minor amendments to guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities.
|
|
The adoption did not have a material impact on the Company’s consolidated financial statements.
|
|
ASU 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control
|
|
This guidance outlines how a single decisionmaker of a VIE should treat indirect interests held through other related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE.
|
|
The adoption did not have a material impact on the Company’s consolidated financial statements and did not change the consolidation conclusion.
|
|
ASU 2016-07, Investments—Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting
|
|
The guidance eliminates the requirement that an investor retrospectively apply equity method accounting when an investment that it had accounted for by another method initially qualifies for use of the equity method. The guidance also requires an investor that has an available-for-sale security that subsequently qualifies for the equity method to recognize in net income the unrealized holding gains or losses in accumulated other comprehensive income related to that security when it begins applying the equity method.
|
|
The adoption did not have a material impact on the Company’s consolidated financial statements.
|
|
ASU 2016-05, Derivatives and Hedging (Topic 815), Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships
|
|
The guidance states that the novation of a derivative contract (e.g., a change in the counterparty) in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The hedge accounting relationship could continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered.
|
|
The adoption did not have a material impact on the Company’s consolidated financial statements.
|
|
Standard
|
|
Description
|
|
Effect on the financial statements or other significant matters
|
|
ASU related to Revenue from Contracts with Customers (Topic 606)
|
|
The new revenue standard was amended through various ASU’s. The ASU’s that impact the Company are ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) and ASU 2014-09, Revenue from Contracts with Customers. ASU 2016-08 clarifies certain aspects of the principal-versus-agent guidance in its new revenue recognition standard related to the determination of whether an entity is a principal-versus-agent and the determination of the nature of each specified good or service. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and specifically notes that lease contracts with customers are a scope exception.
|
|
The Company does not expect this guidance to have a material effect on revenue recognition as it relates to its leasing contracts until the adoption of ASU 2016-02, at which time the standard may affect revenue recognition as it relates to certain non-lease revenue components that are part of its leasing contracts. The Company has formed an implementation work team, completed training of the new standards with the implementation team, and begun review and documentation. The Company is currently evaluating this standard as it relates to media and entertainment other property-related revenue.
The Company has the option of adopting this standard on either the full retrospective basis (to the beginning of its contracts) or modified retrospective method (from the beginning of the latest fiscal year of adoption). The Company plans on adopting the standard January 1, 2018 using the modified retrospective method.
|
|
ASU 2016-02, Leases
|
|
This guidance requires all lessees to record a lease liability at lease inception, with a corresponding right of use asset, except for short-term leases. Lessor accounting will not be fundamentally changed.
|
|
The Company has formed an implementation work team, completed training of the new standards with the implementation team, and begun review and documentation. The Company is currently in the process of evaluating the amount of assets and liabilities relating to right of use that will need to be recorded with respect to its leases where it is the lessee.
Additionally, the standard will impact the way the Company will record revenue and leasing costs where it is the lessor. For leasing costs, the Company will no longer be able to capitalize internal leasing costs to the extent they are not directly attributable to the lease transaction. Accordingly, the Company anticipates that internal leasing costs will be expensed with the adoption of this standard.
With respect to the lease revenue, the Company will need to break down its current revenue streams between leasing and non-leasing components. To the extent there are non-leasing components the Company will need to record them in accordance with ASC 606 (see above). The Company is still in the process of evaluating its existing leasing components to determine what effect, if any, this standard will have on its revenue recognition as it relates to its leases. The Company will adopt the standard using the retrospective method from the beginning of the first year presented on the consolidated statement of operations which is January 1, 2017.
|
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the financial statements or other significant matters
|
|
ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets
|
|
The guidance clarifies the scope of ASC 610-20 on the sale or transfer of nonfinancial assets and in substance nonfinancial assets to noncustomers, including partial sales.
|
|
Effective for annual reporting periods (including interim periods) beginning after December 15, 2017
|
|
The Company is currently assessing the impact of this update on its consolidated financial statements and notes to the consolidated financial statements and plans to adopt this guidance in the first quarter in 2018.
|
|
Property
|
|
Date of Disposition
|
|
Square Feet
|
|
Sales Price
(1)
(in millions)
|
|||
|
222 Kearny Street
|
|
February 14, 2017
|
|
148,797
|
|
|
$
|
51.8
|
|
|
3402 Pico Boulevard
|
|
March 21, 2017
|
|
50,687
|
|
|
35.0
|
|
|
|
Total dispositions
|
|
|
|
199,484
|
|
|
$
|
86.8
|
|
|
(1)
|
Represents gross sales price before certain credits, prorations and closing costs.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
Capitalized personnel costs
|
$
|
2,737
|
|
|
$
|
2,319
|
|
|
Capitalized interest
|
2,446
|
|
|
2,628
|
|
||
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
Above-market leases
|
$
|
22,823
|
|
|
$
|
23,430
|
|
|
Accumulated amortization
|
(13,738
|
)
|
|
(12,989
|
)
|
||
|
Above-market leases, net
|
9,085
|
|
|
10,441
|
|
||
|
Deferred leasing costs and in-place lease intangibles
|
376,056
|
|
|
378,540
|
|
||
|
Accumulated amortization
|
(154,381
|
)
|
|
(145,551
|
)
|
||
|
Deferred leasing costs and in-place lease intangibles, net
|
221,675
|
|
|
232,989
|
|
||
|
Below-market ground leases
|
71,423
|
|
|
71,423
|
|
||
|
Accumulated amortization
|
(5,538
|
)
|
|
(4,891
|
)
|
||
|
Below-market ground leases, net
|
65,885
|
|
|
66,532
|
|
||
|
Deferred leasing costs and lease intangible assets, net
|
$
|
296,645
|
|
|
$
|
309,962
|
|
|
|
|
|
|
||||
|
Below-market leases
|
$
|
138,549
|
|
|
$
|
141,676
|
|
|
Accumulated amortization
|
(66,511
|
)
|
|
(62,552
|
)
|
||
|
Below-market leases, net
|
72,038
|
|
|
79,124
|
|
||
|
Above-market ground leases
|
1,095
|
|
|
1,095
|
|
||
|
Accumulated amortization
|
(100
|
)
|
|
(89
|
)
|
||
|
Above-market ground leases, net
|
995
|
|
|
1,006
|
|
||
|
Lease intangible liabilities, net
|
$
|
73,033
|
|
|
$
|
80,130
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
Above-market leases
(1)
|
$
|
1,356
|
|
|
$
|
3,719
|
|
|
Below-market leases
(1)
|
7,088
|
|
|
8,570
|
|
||
|
Deferred leasing costs and in-place lease intangibles
(2)
|
19,793
|
|
|
22,568
|
|
||
|
Above-market ground leases
(3)
|
11
|
|
|
11
|
|
||
|
Below-market ground leases
(3)
|
648
|
|
|
546
|
|
||
|
(1)
|
Amortization is recorded in office rental income in the Consolidated Statements of Operations.
|
|
(2)
|
Amortization is recorded in depreciation and amortization expense and office rental income in the Consolidated Statements of Operations.
|
|
(3)
|
Amortization is recorded in office operating expenses in the Consolidated Statements of Operations.
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
Accounts receivable
|
$
|
4,306
|
|
|
$
|
8,697
|
|
|
Allowance for doubtful accounts
|
(2,297
|
)
|
|
(1,845
|
)
|
||
|
Accounts receivable, net
|
$
|
2,009
|
|
|
$
|
6,852
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
Straight-line rent receivables
|
$
|
87,228
|
|
|
$
|
87,417
|
|
|
Allowance for doubtful accounts
|
(2,378
|
)
|
|
(136
|
)
|
||
|
Straight-line rent receivables, net
|
$
|
84,850
|
|
|
$
|
87,281
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
Notes payable
|
$
|
2,407,196
|
|
|
$
|
2,707,839
|
|
|
Less: deferred financing costs, net
(1)
|
(18,808
|
)
|
|
(19,829
|
)
|
||
|
Notes payable, net
|
$
|
2,388,388
|
|
|
$
|
2,688,010
|
|
|
(1)
|
Excludes deferred financing costs related to establishing the Company’s unsecured revolving credit facility of
$1.3 million
and
$1.5 million
as of
March 31, 2017
and
December 31, 2016
, respectively, which are included in prepaid expenses and other assets, net in the Consolidated Balance Sheets.
|
|
|
March 31, 2017
|
|
December 31, 2016
|
|
|
|
|
|
||||||||||||
|
|
Principal Amount
|
|
Deferred Financing Costs, net
|
|
Principal Amount
|
|
Deferred Financing Costs, net
|
|
Interest Rate
(1)
|
|
Contractual Maturity Date
|
|
||||||||
|
UNSECURED LOANS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Unsecured Revolving Credit Facility
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
LIBOR+ 1.15% to 1.85%
|
|
4/1/2019
|
(3)
|
|
5-Year Term Loan due April 2020
(2)(4)
|
450,000
|
|
|
(3,243
|
)
|
|
450,000
|
|
|
(3,513
|
)
|
|
LIBOR+ 1.30% to 2.20%
|
|
4/1/2020
|
|
||||
|
5-Year Term Loan due November 2020
(2)
|
175,000
|
|
|
(697
|
)
|
|
175,000
|
|
|
(745
|
)
|
|
LIBOR +1.30% to 2.20%
|
|
11/17/2020
|
|
||||
|
7-Year Term Loan due April 2022
(2)(5)
|
350,000
|
|
|
(2,157
|
)
|
|
350,000
|
|
|
(2,265
|
)
|
|
LIBOR+ 1.60% to 2.55%
|
|
4/1/2022
|
|
||||
|
7-Year Term Loan due November 2022
(2)(6)
|
125,000
|
|
|
(892
|
)
|
|
125,000
|
|
|
(931
|
)
|
|
LIBOR +1.60% to 2.55%
|
|
11/17/2022
|
|
||||
|
Series A Notes
|
110,000
|
|
|
(891
|
)
|
|
110,000
|
|
|
(930
|
)
|
|
4.34%
|
|
1/2/2023
|
|
||||
|
Series E Notes
|
50,000
|
|
|
(289
|
)
|
|
50,000
|
|
|
(300
|
)
|
|
3.66%
|
|
9/15/2023
|
|
||||
|
Series B Notes
|
259,000
|
|
|
(2,207
|
)
|
|
259,000
|
|
|
(2,271
|
)
|
|
4.69%
|
|
12/16/2025
|
|
||||
|
Series D Notes
|
150,000
|
|
|
(874
|
)
|
|
150,000
|
|
|
(898
|
)
|
|
3.98%
|
|
7/6/2026
|
|
||||
|
Series C Notes
|
56,000
|
|
|
(527
|
)
|
|
56,000
|
|
|
(539
|
)
|
|
4.79%
|
|
12/16/2027
|
|
||||
|
TOTAL UNSECURED LOANS
|
1,725,000
|
|
|
(11,777
|
)
|
|
2,025,000
|
|
|
(12,392
|
)
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
MORTGAGE LOANS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Mortgage Loan secured by Rincon Center
(7)
|
99,897
|
|
|
(158
|
)
|
|
100,409
|
|
|
(198
|
)
|
|
5.13%
|
|
5/1/2018
|
|
||||
|
Mortgage Loan secured by Sunset Gower Studios/Sunset Bronson Studios
|
5,001
|
|
|
(1,357
|
)
|
|
5,001
|
|
|
(1,534
|
)
|
|
LIBOR+2.25%
|
|
3/4/2019
|
(3)
|
||||
|
Mortgage Loan secured by Met Park North
(8)
|
64,500
|
|
|
(370
|
)
|
|
64,500
|
|
|
(398
|
)
|
|
LIBOR+1.55%
|
|
8/1/2020
|
|
||||
|
Mortgage Loan secured by 10950 Washington
(7)
|
27,798
|
|
|
(337
|
)
|
|
27,929
|
|
|
(354
|
)
|
|
5.32%
|
|
3/11/2022
|
|
||||
|
Mortgage Loan secured by Pinnacle I
(9)(10)
|
129,000
|
|
|
(567
|
)
|
|
129,000
|
|
|
(593
|
)
|
|
3.95%
|
|
11/7/2022
|
|
||||
|
Mortgage Loan secured by Element LA
|
168,000
|
|
|
(2,256
|
)
|
|
168,000
|
|
|
(2,321
|
)
|
|
4.59%
|
|
11/6/2025
|
|
||||
|
Mortgage Loan secured by Pinnacle II
(10)
|
87,000
|
|
|
(701
|
)
|
|
87,000
|
|
|
(720
|
)
|
|
4.30%
|
|
6/11/2026
|
|
||||
|
Mortgage Loan secured by Hill7
(11)
|
101,000
|
|
|
(1,285
|
)
|
|
101,000
|
|
|
(1,319
|
)
|
|
3.38%
|
|
11/6/2026
|
|
||||
|
TOTAL MORTGAGE LOANS
|
682,196
|
|
|
(7,031
|
)
|
|
682,839
|
|
|
(7,437
|
)
|
|
|
|
|
|
||||
|
TOTAL
|
$
|
2,407,196
|
|
|
$
|
(18,808
|
)
|
|
$
|
2,707,839
|
|
|
$
|
(19,829
|
)
|
|
|
|
|
|
|
(1)
|
Interest rate with respect to indebtedness is calculated on the basis of a
360
-day year for the actual days elapsed. Interest rates are as of
March 31, 2017
, which may be different than the interest rates as of
December 31, 2016
for corresponding indebtedness.
|
|
(2)
|
The Company has the option to make an irrevocable election to change the interest rate depending on the Company’s credit rating. As of
March 31, 2017
, no such election had been made.
|
|
(3)
|
The maturity date may be extended once for an additional
one
-year term.
|
|
(4)
|
Effective July 2016,
$300.0
million of the term loan has been effectively fixed at
2.75%
to
3.65%
per annum through the use of
two
interest rate swaps. See Note 10 for details.
|
|
(5)
|
Effective July 2016, the outstanding balance of the term loan has been effectively fixed at
3.36%
to
4.31%
per annum through the use of
two
interest rate swaps. See Note 10 for details.
|
|
(6)
|
Effective June 1, 2016, the outstanding balance of the term loan has been effectively fixed at
3.03%
to
3.98%
per annum through the use of an interest rate swap. See Note 10 for details.
|
|
(7)
|
Monthly debt service includes annual debt amortization payments based on a
30
-year amortization schedule with a balloon payment at maturity.
|
|
(8)
|
This loan bears interest only. Interest on the full loan amount has been effectively fixed at
3.71%
per annum through use of an interest rate swap. See Note 10 for details.
|
|
(9)
|
This loan bears interest only for the first
five
years. Beginning with the payment due December 6, 2017, monthly debt service will include annual debt amortization payments based on a
30
-year amortization schedule with a balloon payment at maturity.
|
|
(10)
|
The Company owns
65%
of the ownership interests in the consolidated joint venture that owns the Pinnacle I and II properties. The full amount of the loan is shown.
|
|
(11)
|
The Company owns
55%
of the ownership interest in the consolidated joint venture that owns the Hill7 property. The full amount of the loan is shown. The maturity date of this loan can be extended for an additional
two
years at a higher interest rate and with principal amortization.
|
|
Year
|
|
Annual Principal Payments
|
||
|
Remaining 2017
|
|
$
|
2,071
|
|
|
2018
|
|
101,157
|
|
|
|
2019
|
|
7,886
|
|
|
|
2020
|
|
692,493
|
|
|
|
2021
|
|
3,142
|
|
|
|
Thereafter
|
|
1,600,447
|
|
|
|
Total
|
|
$
|
2,407,196
|
|
|
Year
|
Noncancellable
|
|
Subject to Early Termination Options
|
|
Total
(1)
|
||||||
|
Remaining 2017
|
$
|
365,799
|
|
|
$
|
380
|
|
|
$
|
366,179
|
|
|
2018
|
457,963
|
|
|
23,024
|
|
|
480,987
|
|
|||
|
2019
|
415,324
|
|
|
29,301
|
|
|
444,625
|
|
|||
|
2020
|
340,628
|
|
|
20,368
|
|
|
360,996
|
|
|||
|
2021
|
284,972
|
|
|
28,062
|
|
|
313,034
|
|
|||
|
Thereafter
|
884,701
|
|
|
138,486
|
|
|
1,023,187
|
|
|||
|
Total
|
$
|
2,749,387
|
|
|
$
|
239,621
|
|
|
$
|
2,989,008
|
|
|
(1)
|
Excludes rents under leases at the Company’s media and entertainment properties with terms of one year or less.
|
|
Property
|
|
Expiration Date
|
|
Notes
|
|
11601 Wilshire
|
|
10/31/2064
|
|
Subject to a $50 thousand increase every 5 years. Commencing on August 1, 2026, minimum rent is adjusted to reflect changes in Consumer Price Index (“CPI”). On December 27, 2016, the Company entered into an agreement to purchase the land related to this ground lease for $50.0 million (before credits, prorations and closing costs). The transaction is expected to close in the third quarter of 2017, however there can be no guaranty that it will close as expected.
|
|
3400 Hillview
|
|
10/31/2040
|
|
The ground rent is the greater of the minimum annual rent or percentage annual rent. The minimum annual rent until October 31, 2017 is the lesser of 10% of Fair Market Value (“FMV”) of the land or $1.0 million grown at 75% of the cumulative increases in CPI from October 1989. Thereafter, minimum annual rent is the lesser of 10% of FMV of the land or the minimum annual rent as calculated as of November 1, 2017 plus 75% of subsequent cumulative CPI changes. Percentage annual rent is gross income multiplied by 24.125%. This lease has been prepaid through October 31, 2017.
|
|
9300 Wilshire
|
|
8/14/2032
|
|
The ground rent is the greater of minimum annual rent or percentage annual rent. Percentage annual rent is gross income multiplied by 6%.
|
|
Clocktower Square
|
|
9/26/2056
|
|
Minimum annual rent (adjusted every 10 years) plus 25% of adjusted gross income (“AGI”) less minimum annual rent.
|
|
Del Amo Office
|
|
6/30/2049
|
|
Rent under the ground sublease is $1.00 per year, with the sublessee being responsible for all impositions, insurance premiums, operating charges, maintenance charges, construction costs and other charges, costs and expenses that arise or may be contemplated under any provisions of the ground sublease.
|
|
Foothill Research Center
|
|
6/30/2039
|
|
The ground rent is the greater of the minimum annual rent or percentage annual rent. The minimum annual rent is the lesser of 10% of FMV of the land or the previous year’s minimum annual rent plus 75% of CPI increase. Percentage annual rent is gross income multiplied by 24.125%.
|
|
Lockheed
|
|
7/31/2040
|
|
The ground rent is the greater of the minimum annual rent or percentage annual rent. The minimum annual rent is the lesser of 10% of FMV of the land or the previous year’s minimum annual rent plus 75% of consumer price index, or CPI, increase. Percentage annual rent is Lockheed’s base rent multiplied by 24.125%.
|
|
Metro Center
|
|
4/29/2054
|
|
Every 10 years rent adjusts to 7.233% of FMV of the land (since 2008) and rent also adjusts every 10 years to reflect the change in CPI from the preceding FMV adjustment date (since 2013).
|
|
Page Mill Center
|
|
11/30/2041
|
|
Minimum annual rent (adjusted on 1/1/2019 and 1/1/2029) plus 25% of AGI, less minimum annual rent.
|
|
Page Mill Hill
|
|
11/17/2049
|
|
Minimum annual rent (adjusted every 10 years) plus 60% of the average of the percentage annual rent for the previous 7 lease years.
|
|
Palo Alto Square
|
|
11/30/2045
|
|
Minimum annual rent (adjusted every 10 years starting 1/1/2022) plus 25% of AGI less minimum annual rent.
|
|
Sunset Gower Studios
|
|
3/31/2060
|
|
Every 7 years rent adjusts to 7.5% of FMV of the land.
|
|
Techmart Commerce Center
|
|
5/31/2053
|
|
Subject to a 10% increase every 5 years.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
Contingent rental expense
|
$
|
2,184
|
|
|
$
|
2,337
|
|
|
Minimum rental expense
|
3,196
|
|
|
3,497
|
|
||
|
Years
|
Ground Leases
(1)(2)
|
||
|
Remaining 2017
|
$
|
9,837
|
|
|
2018
|
14,613
|
|
|
|
2019
|
14,663
|
|
|
|
2020
|
14,663
|
|
|
|
2021
|
14,684
|
|
|
|
Thereafter
|
429,386
|
|
|
|
Total
|
$
|
497,846
|
|
|
(1)
|
In situations where ground lease obligation adjustments are based on third-party appraisals of fair market land value, CPI adjustments, and/or percentage of gross income that exceeds the minimum annual rent, the future minimum lease amounts above include the lease rental obligations in effect as of
March 31, 2017
.
|
|
(2)
|
Balance includes future minimum ground lease obligation for 11601 Wilshire. On December 27, 2016, the Company entered into an agreement to purchase the land related to the 11601 Wilshire ground lease. This transaction is expected to close in the third quarter of 2017, however, there can be no guaranty that the transaction will close.
|
|
•
|
Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
|
|
•
|
Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
|
|
•
|
Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
Derivative assets
|
|
$
|
—
|
|
|
$
|
8,558
|
|
|
$
|
—
|
|
|
$
|
8,558
|
|
|
$
|
—
|
|
|
$
|
5,935
|
|
|
$
|
—
|
|
|
$
|
5,935
|
|
|
Derivative liabilities
|
|
—
|
|
|
967
|
|
|
—
|
|
|
967
|
|
|
—
|
|
|
1,303
|
|
|
—
|
|
|
1,303
|
|
||||||||
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
Notes payable
(1)
|
$
|
2,407,196
|
|
|
$
|
2,381,057
|
|
|
$
|
2,707,839
|
|
|
$
|
2,681,134
|
|
|
(1)
|
Amounts represent total notes payable excluding net deferred financing costs.
|
|
Expected price volatility for the Company
|
24.00%
|
|
Expected price volatility for the particular REIT index
|
17.00%
|
|
Risk-free rate
|
1.47%
|
|
Dividend yield
|
2.30%
|
|
|
Three Months Ended March 31,
|
|
Consolidated Financial Statement Classification
|
||||||
|
|
2017
|
|
2016
|
|
|||||
|
Expensed stock compensation
|
$
|
3,902
|
|
|
$
|
3,342
|
|
|
General and administrative expenses
|
|
Capitalized stock compensation
|
199
|
|
|
82
|
|
|
Deferred leasing costs and lease intangibles, net and tenant improvements
|
||
|
Total stock compensation
|
$
|
4,101
|
|
|
$
|
3,424
|
|
|
Additional paid-in capital and non-controlling interest—units in the operating partnership
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
Numerator:
|
|
|
|
||||
|
Net income
|
$
|
24,153
|
|
|
$
|
5,976
|
|
|
Income attributable to preferred units
|
(159
|
)
|
|
(159
|
)
|
||
|
Income attributable to participating securities
|
(240
|
)
|
|
(197
|
)
|
||
|
Income attributable to non-controlling interest in consolidated entities
|
(3,037
|
)
|
|
(1,945
|
)
|
||
|
Income attributable to non-controlling units of the operating partnership
|
(202
|
)
|
|
(1,422
|
)
|
||
|
Basic net income available to common stockholders
|
20,515
|
|
|
2,253
|
|
||
|
Effect of dilutive instruments
|
149
|
|
|
—
|
|
||
|
Diluted net income available to common stockholders
|
$
|
20,664
|
|
|
$
|
2,253
|
|
|
Denominator:
|
|
|
|
||||
|
Basic weighted average common shares outstanding
|
147,950,594
|
|
|
89,190,803
|
|
||
|
Effect of dilutive instruments
(1)
|
1,999,752
|
|
|
407,000
|
|
||
|
Diluted weighted average common shares outstanding
|
149,950,346
|
|
|
89,597,803
|
|
||
|
Basic earnings per common share
|
$
|
0.14
|
|
|
$
|
0.03
|
|
|
Diluted earnings per common share
|
$
|
0.14
|
|
|
$
|
0.03
|
|
|
(1)
|
The Company includes unvested awards and convertible common units as contingently issuable shares in the computation of diluted earnings per share once the market criteria are met, assuming that the end of the reporting period is the end of the contingency period. Any anti-dilutive securities are excluded from the diluted earnings per share calculation.
|
|
|
|
Hudson Pacific Properties, Inc. Stockholders
’
Equity
|
|
Non-controlling
Interest—Units in the Operating
Partnership
|
|
Total Equity
|
||||||
|
Balance at January 1, 2017
|
|
$
|
9,496
|
|
|
$
|
(3,618
|
)
|
|
$
|
5,878
|
|
|
Unrealized gain recognized in OCI due to change in fair value
|
|
1,148
|
|
|
11
|
|
|
1,159
|
|
|||
|
Loss reclassified from OCI into income (as interest expense)
|
|
1,688
|
|
|
17
|
|
|
1,705
|
|
|||
|
Net change in OCI related to derivative instruments
|
|
2,836
|
|
|
28
|
|
|
2,864
|
|
|||
|
Reclassification related to redemption of common units in the operating partnership
|
|
(3,622
|
)
|
|
3,622
|
|
|
—
|
|
|||
|
Balance at March 31, 2017
|
|
$
|
8,710
|
|
|
$
|
32
|
|
|
$
|
8,742
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
•
|
adverse economic or real estate developments in our target markets;
|
|
•
|
general economic conditions;
|
|
•
|
defaults on, early terminations of or non-renewal of leases by tenants;
|
|
•
|
fluctuations in interest rates and increased operating costs;
|
|
•
|
our failure to obtain necessary outside financing or maintain an investment grade rating;
|
|
•
|
our failure to generate sufficient cash flows to service our outstanding indebtedness and maintain dividend payments;
|
|
•
|
lack or insufficient amounts of insurance;
|
|
•
|
decreased rental rates or increased vacancy rates;
|
|
•
|
difficulties in identifying properties to acquire and completing acquisitions;
|
|
•
|
our failure to successfully operate acquired properties and operations;
|
|
•
|
our failure to maintain our status as a REIT;
|
|
•
|
environmental uncertainties and risks related to adverse weather conditions and natural disasters;
|
|
•
|
financial market fluctuations;
|
|
•
|
risks related to acquisitions generally, including the diversion of management’s attention from ongoing business operations and the impact on customers, tenants, lenders, operating results and business;
|
|
•
|
the inability to successfully integrate acquired properties, realize the anticipated benefits of acquisitions or capitalize on value creation opportunities;
|
|
•
|
changes in real estate and zoning laws and increases in real property tax rates; and
|
|
•
|
other factors affecting the real estate industry generally.
|
|
Properties
|
Acquisition
Date
|
|
Square Feet
|
|
Consideration Paid
(in thousands)
|
|||
|
Predecessor properties:
|
|
|
|
|
|
|||
|
875 Howard Street
|
2/15/2007
|
|
286,270
|
|
|
$
|
—
|
|
|
Sunset Gower Studios
|
8/17/2007
|
|
545,673
|
|
|
—
|
|
|
|
Sunset Bronson Studios
|
1/30/2008
|
|
308,026
|
|
|
—
|
|
|
|
Technicolor Building
(1)
|
6/1/2008
|
|
114,958
|
|
|
—
|
|
|
|
Properties acquired after IPO:
|
|
|
|
|
|
|||
|
Del Amo Office
|
8/13/2010
|
|
113,000
|
|
|
27,327
|
|
|
|
9300 Wilshire
|
8/24/2010
|
|
61,224
|
|
|
14,684
|
|
|
|
1455 Market Street
(2)
|
12/16/2010
|
|
1,025,833
|
|
|
92,365
|
|
|
|
Rincon Center
|
12/16/2010
|
|
580,850
|
|
|
184,571
|
|
|
|
10950 Washington
|
12/22/2010
|
|
159,024
|
|
|
46,409
|
|
|
|
604 Arizona
|
7/26/2011
|
|
44,260
|
|
|
21,373
|
|
|
|
275 Brannan Street
|
8/19/2011
|
|
54,673
|
|
|
12,370
|
|
|
|
625 Second Street
|
9/1/2011
|
|
138,080
|
|
|
57,119
|
|
|
|
6922 Hollywood
|
11/22/2011
|
|
205,523
|
|
|
92,802
|
|
|
|
6050 Sunset Blvd. & 1445 N. Beachwood Drive
|
12/16/2011
|
|
20,032
|
|
|
6,502
|
|
|
|
10900 Washington
|
4/5/2012
|
|
9,919
|
|
|
2,605
|
|
|
|
901 Market Street
|
6/1/2012
|
|
206,199
|
|
|
90,871
|
|
|
|
Element LA
|
9/5/2012
|
|
247,545
|
|
|
88,436
|
|
|
|
1455 Gordon Street
|
9/21/2012
|
|
5,921
|
|
|
2,385
|
|
|
|
Pinnacle I
(3)
|
11/8/2012
|
|
393,777
|
|
|
209,504
|
|
|
|
3401 Exposition
|
5/22/2013
|
|
63,376
|
|
|
25,722
|
|
|
|
Pinnacle II
(3)
|
6/14/2013
|
|
230,000
|
|
|
136,275
|
|
|
|
Seattle Portfolio (First & King, Met Park North and Northview Center)
|
7/31/2013
|
|
844,980
|
|
|
368,389
|
|
|
|
1861 Bundy
|
9/26/2013
|
|
36,492
|
|
|
11,500
|
|
|
|
Merrill Place
|
2/12/2014
|
|
193,153
|
|
|
57,034
|
|
|
|
EOP Northern California Portfolio (see table on next page for property list)
|
4/1/2015
|
|
7,120,686
|
|
|
3,489,541
|
|
|
|
4th & Traction
(4)
|
5/22/2015
|
|
120,937
|
|
|
49,250
|
|
|
|
405 Mateo
|
8/17/2015
|
|
83,285
|
|
|
40,000
|
|
|
|
11601 Wilshire
|
7/1/2016
|
|
500,475
|
|
|
311,000
|
|
|
|
Hill7
(5)
|
10/7/2016
|
|
285,680
|
|
|
179,800
|
|
|
|
Page Mill Hill
|
12/12/2016
|
|
182,676
|
|
|
150,000
|
|
|
|
Development properties
(6)
:
|
|
|
|
|
|
|||
|
Icon
(7)
|
N/A
|
|
323,273
|
|
|
N/A
|
|
|
|
CUE
(8)
|
N/A
|
|
91,953
|
|
|
N/A
|
|
|
|
450 Alaskan Way
(9)
|
N/A
|
|
166,800
|
|
|
N/A
|
|
|
|
Total
|
|
|
14,764,553
|
|
|
$
|
5,767,834
|
|
|
(1)
|
We acquired this property in August 2007 and the development was completed in June 2008.
|
|
(2)
|
We own a 55% joint venture interest in the 1455 Market Street property as of January 2015.
|
|
(3)
|
We own a 65% joint venture interest in the Pinnacle I and Pinnacle II properties as of June 2013.
|
|
(4)
|
We estimate this development will be completed in the second quarter of 2017 and stabilized in the second quarter of 2018.
|
|
(5)
|
We own a 55% joint venture interest in the Hill7 property as of October 2016.
|
|
(6)
|
The development properties were included within acquisitions above.
|
|
(7)
|
This development was completed in the fourth quarter of 2016 and is estimated to be stabilized in the second quarter of 2017.
|
|
(8)
|
We estimate this development will be completed in the third quarter of 2017 and stabilized in the second quarter of 2019.
|
|
(9)
|
We estimate this development will be completed in the fourth quarter of 2017 and stabilized in the second quarter of 2018.
|
|
Properties
|
Square Feet
|
|
|
1740 Technology
|
206,876
|
|
|
2180 Sand Hill Road
|
45,613
|
|
|
333 Twin Dolphin Plaza
|
182,789
|
|
|
3400 Hillview
|
207,857
|
|
|
555 Twin Dolphin Plaza
|
198,936
|
|
|
Campus Center
|
471,580
|
|
|
Clocktower Square
|
100,344
|
|
|
Concourse
|
944,386
|
|
|
Embarcadero Place
|
197,402
|
|
|
Foothill Research Center
|
195,376
|
|
|
Gateway
|
609,093
|
|
|
Lockheed
|
42,899
|
|
|
Metro Center
|
730,215
|
|
|
Metro Plaza
|
456,921
|
|
|
Page Mill Center
|
176,245
|
|
|
Palo Alto Square
|
328,251
|
|
|
Peninsula Office Park
|
510,789
|
|
|
Shorebreeze
|
230,932
|
|
|
Skyport Plaza
|
418,086
|
|
|
Skyway Landing
|
247,173
|
|
|
Techmart Commerce Center
|
284,440
|
|
|
Towers at Shore Center
|
334,483
|
|
|
Total
|
7,120,686
|
|
|
Properties
|
Disposition Date
|
|
Square Feet
|
|
Sales Price
(1)
(in millions)
|
|||
|
City Plaza
|
7/12/2013
|
|
333,922
|
|
|
$
|
56.0
|
|
|
Tierrasanta
|
7/16/2014
|
|
112,300
|
|
|
19.5
|
|
|
|
First Financial
|
3/6/2015
|
|
223,679
|
|
|
89.0
|
|
|
|
Bay Park Plaza
|
9/29/2015
|
|
260,183
|
|
|
90.0
|
|
|
|
Bayhill Office Center
|
1/14/2016
|
|
554,328
|
|
|
215.0
|
|
|
|
Patrick Henry Drive
|
4/7/2016
|
|
70,520
|
|
|
19.0
|
|
|
|
One Bay Plaza
|
6/1/2016
|
|
195,739
|
|
|
53.4
|
|
|
|
12655 Jefferson
|
11/4/2016
|
|
100,756
|
|
|
80.0
|
|
|
|
222 Kearny Street
|
2/14/2017
|
|
148,797
|
|
|
51.8
|
|
|
|
3402 Pico Boulevard
|
3/21/2017
|
|
50,687
|
|
|
35.0
|
|
|
|
Total
(2)(3)
|
|
|
2,050,911
|
|
|
$
|
708.7
|
|
|
(1)
|
Represents gross sales price before certain credits, prorations and closing costs.
|
|
(2)
|
Excludes the disposition of 45% interest in 1455 Market Street office property on January 7, 2015.
|
|
(3)
|
Excludes our sale of an option to acquire land at 9300 Culver on December 6, 2016.
|
|
•
|
Same-Store Properties—which includes all of the properties owned and included in our stabilized portfolio as of January 1, 2016 and still owned and included in the stabilized portfolio as of
March 31, 2017
;
|
|
•
|
Non-Same-Store properties, development projects, redevelopment properties and lease-up properties as of
March 31, 2017
and other properties not owned or not in operation from January 1, 2016 through
March 31, 2017
.
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
|
2017
|
|
2016
|
|
Dollar Change
|
|
Percentage Change
|
|||||||
|
Net income
|
$
|
24,153
|
|
|
$
|
5,976
|
|
|
$
|
18,177
|
|
|
304.2
|
%
|
|
Adjustments:
|
|
|
|
|
|
|
|
|||||||
|
Interest expense
|
21,930
|
|
|
17,251
|
|
|
4,679
|
|
|
27.1
|
|
|||
|
Interest income
|
(30
|
)
|
|
(13
|
)
|
|
(17
|
)
|
|
130.8
|
|
|||
|
Unrealized (gain) loss on ineffective portion of derivative instruments
|
(6
|
)
|
|
2,125
|
|
|
(2,131
|
)
|
|
100.3
|
|
|||
|
Other (income) expense
|
(678
|
)
|
|
24
|
|
|
(702
|
)
|
|
2,925.0
|
|
|||
|
Gains on sale of real estate
|
(16,866
|
)
|
|
(6,352
|
)
|
|
(10,514
|
)
|
|
165.5
|
|
|||
|
Income from operations
|
28,503
|
|
|
19,011
|
|
|
9,492
|
|
|
49.9
|
|
|||
|
Adjustments:
|
|
|
|
|
|
|
|
|||||||
|
General and administrative
|
13,810
|
|
|
12,503
|
|
|
1,307
|
|
|
10.5
|
|
|||
|
Depreciation and amortization
|
70,767
|
|
|
68,368
|
|
|
2,399
|
|
|
3.5
|
|
|||
|
NOI
|
$
|
113,080
|
|
|
$
|
99,882
|
|
|
$
|
13,198
|
|
|
13.2
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Same-Store NOI
|
$
|
76,195
|
|
|
$
|
73,577
|
|
|
$
|
2,618
|
|
|
3.6
|
%
|
|
Non-Same-Store NOI
|
36,885
|
|
|
26,305
|
|
|
10,580
|
|
|
40.2
|
|
|||
|
NOI
|
$
|
113,080
|
|
|
$
|
99,882
|
|
|
$
|
13,198
|
|
|
13.2
|
%
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
Same-Store office statistics:
|
|
|
|
||||
|
Number of properties
|
34
|
|
|
34
|
|
||
|
Rentable square feet
|
8,336,019
|
|
|
8,336,019
|
|
||
|
Ending % leased
|
96.3
|
%
|
|
95.9
|
%
|
||
|
Ending % occupied
|
95.8
|
%
|
|
94.4
|
%
|
||
|
Average % occupied for the period
|
95.6
|
%
|
|
93.6
|
%
|
||
|
Average annual rental rate per square foot
|
$
|
40.24
|
|
|
$
|
38.93
|
|
|
|
|
|
|
||||
|
Same-Store media and entertainment statistics:
|
|
|
|
||||
|
Number of properties
|
2
|
|
|
2
|
|
||
|
Rentable square feet
|
879,652
|
|
|
879,652
|
|
||
|
Average % occupied for the period
|
90.3
|
%
|
|
81.6
|
%
|
||
|
|
Three Months Ended March 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||
|
|
Same-Store
|
Non-Same-Store
|
Total
|
|
Same-Store
|
Non-Same-Store
|
Total
|
||||||||||||
|
Revenues
|
|
|
|
|
|
|
|
||||||||||||
|
Office
|
|
|
|
|
|
|
|
||||||||||||
|
Rental
|
$
|
81,972
|
|
$
|
51,544
|
|
$
|
133,516
|
|
|
$
|
78,513
|
|
$
|
37,714
|
|
$
|
116,227
|
|
|
Tenant recoveries
|
12,930
|
|
4,471
|
|
17,401
|
|
|
16,892
|
|
3,641
|
|
20,533
|
|
||||||
|
Parking and other
|
4,040
|
|
1,859
|
|
5,899
|
|
|
4,089
|
|
1,443
|
|
5,532
|
|
||||||
|
Total office revenues
|
98,942
|
|
57,874
|
|
156,816
|
|
|
99,494
|
|
42,798
|
|
142,292
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
|
Media & Entertainment
|
|
|
|
|
|
|
|
||||||||||||
|
Rental
|
6,685
|
|
—
|
|
6,685
|
|
|
6,028
|
|
—
|
|
6,028
|
|
||||||
|
Tenant recoveries
|
665
|
|
—
|
|
665
|
|
|
199
|
|
—
|
|
199
|
|
||||||
|
Other property-related revenue
|
4,042
|
|
—
|
|
4,042
|
|
|
4,969
|
|
—
|
|
4,969
|
|
||||||
|
Other
|
77
|
|
—
|
|
77
|
|
|
49
|
|
—
|
|
49
|
|
||||||
|
Total Media & Entertainment revenues
|
11,469
|
|
—
|
|
11,469
|
|
|
11,245
|
|
—
|
|
11,245
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
|
Total revenues
|
110,411
|
|
57,874
|
|
168,285
|
|
|
110,739
|
|
42,798
|
|
153,537
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
|
Operating Expenses
|
|
|
|
|
|
|
|
||||||||||||
|
Office operating expenses
|
26,965
|
|
20,989
|
|
47,954
|
|
|
31,210
|
|
16,493
|
|
47,703
|
|
||||||
|
Media & Entertainment operating expenses
|
7,251
|
|
—
|
|
7,251
|
|
|
5,952
|
|
—
|
|
5,952
|
|
||||||
|
Total operating expenses
|
34,216
|
|
20,989
|
|
55,205
|
|
|
37,162
|
|
16,493
|
|
53,655
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
|
Office NOI
|
71,977
|
|
36,885
|
|
108,862
|
|
|
68,284
|
|
26,305
|
|
94,589
|
|
||||||
|
Media & Entertainment NOI
|
4,218
|
|
—
|
|
4,218
|
|
|
5,293
|
|
—
|
|
5,293
|
|
||||||
|
NOI
|
$
|
76,195
|
|
$
|
36,885
|
|
$
|
113,080
|
|
|
$
|
73,577
|
|
$
|
26,305
|
|
$
|
99,882
|
|
|
|
Three Months Ended March 31, 2017 as compared to
Three Months Ended March 31, 2016
|
||||||||||||||||
|
|
Same-Store
|
|
Non-Same-Store
|
|
Total
|
||||||||||||
|
|
Dollar Change
|
Percent Change
|
|
Dollar Change
|
Percent Change
|
|
Dollar Change
|
Percent Change
|
|||||||||
|
Revenues
|
|
|
|
|
|
|
|
|
|||||||||
|
Office
|
|
|
|
|
|
|
|
|
|||||||||
|
Rental
|
$
|
3,459
|
|
4.4
|
%
|
|
$
|
13,830
|
|
36.7
|
%
|
|
$
|
17,289
|
|
14.9
|
%
|
|
Tenant recoveries
|
(3,962
|
)
|
(23.5
|
)
|
|
830
|
|
22.8
|
|
|
(3,132
|
)
|
(15.3
|
)
|
|||
|
Parking and other
|
(49
|
)
|
(1.2
|
)
|
|
416
|
|
28.8
|
|
|
367
|
|
6.6
|
|
|||
|
Total office revenues
|
(552
|
)
|
(0.6
|
)
|
|
15,076
|
|
35.2
|
|
|
14,524
|
|
10.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Media & Entertainment
|
|
|
|
|
|
|
|
|
|||||||||
|
Rental
|
657
|
|
10.9
|
|
|
—
|
|
—
|
|
|
657
|
|
10.9
|
|
|||
|
Tenant recoveries
|
466
|
|
234.2
|
|
|
—
|
|
—
|
|
|
466
|
|
234.2
|
|
|||
|
Other property-related revenue
|
(927
|
)
|
(18.7
|
)
|
|
—
|
|
—
|
|
|
(927
|
)
|
(18.7
|
)
|
|||
|
Other
|
28
|
|
57.1
|
|
|
—
|
|
—
|
|
|
28
|
|
57.1
|
|
|||
|
Total Media & Entertainment revenues
|
224
|
|
2.0
|
|
|
—
|
|
—
|
|
|
224
|
|
2.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Total revenues
|
(328
|
)
|
(0.3
|
)
|
|
15,076
|
|
35.2
|
|
|
14,748
|
|
9.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Operating expenses
|
|
|
|
|
|
|
|
|
|||||||||
|
Office operating expenses
|
(4,245
|
)
|
(13.6
|
)
|
|
4,496
|
|
27.3
|
|
|
251
|
|
0.5
|
|
|||
|
Media & Entertainment operating expenses
|
1,299
|
|
21.8
|
|
|
—
|
|
—
|
|
|
1,299
|
|
21.8
|
|
|||
|
Total operating expenses
|
(2,946
|
)
|
(7.9
|
)
|
|
4,496
|
|
27.3
|
|
|
1,550
|
|
2.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Office NOI
|
3,693
|
|
5.4
|
|
|
10,580
|
|
40.2
|
|
|
14,273
|
|
15.1
|
|
|||
|
Media & Entertainment NOI
|
(1,075
|
)
|
(20.3
|
)
|
|
—
|
|
—
|
|
|
(1,075
|
)
|
(20.3
|
)
|
|||
|
NOI
|
$
|
2,618
|
|
3.6
|
%
|
|
$
|
10,580
|
|
40.2
|
%
|
|
$
|
13,198
|
|
13.2
|
%
|
|
•
|
A
$3.7 million
, or
5.4%
, increase in NOI from our Same-Store office properties resulting primarily from increased rental income relating to leases signed at our 1455 Market Street (Uber Technologies, Inc. and Vevo), 625 Second Street (Github and Blue Jeans) and Skyport Plaza (Qualcomm) properties at a higher rate than expiring leases, partially offset by a reduction in rental income at our Towers at Shore Center property due to a lease renewal at market rates lower than expiring rates. In addition, the increase was partially offset by tenant recoveries and tax adjustments relating to the prior year for our Rincon Center, Clocktower Square and 1455 Market Street properties.
|
|
•
|
A
$10.6 million
, or
40.2%
, increase in NOI from our Non-Same-Store office store properties resulting primarily from
increased rental income relating to the commencement of Netflix’s lease at our Icon property, higher rents and occupancy at our Metro Center (Qualys, Inc. and BrightEdge) property and a number of acquisitions in 2016, which include 11601 Wilshire (acquired July 2016), Hill7 (acquired October 2016) and Page Mill Hill (acquired December 2016 (collectively “2016 Acquisitions”), partially offset by the sale of our Bayhill Office Center (sold in January 2016), One Bay Plaza (sold in June 2016) and 222 Kearny Street (sold in February 2017) properties.
|
|
•
|
A
$1.1 million
, or
20.3%
, decrease in NOI from our Same-Store media and entertainment properties resulting primarily from lower other property-related revenues and higher operating expenses. The decrease was driven by unusually high production activity by a stage user in the
first
quarter of
2016
, which normalized in the most recently completed quarter, as well as the use by Netflix of a stage for storage purposes in connection with its move into Icon over the most recent quarter. Additionally, the increase in operating expense was largely due to higher occupancy and expense savings associated with a property tax reassessment in 2016. The decrease was partially offset by an increase in rental revenues resulting primarily from higher occupancy and an increase in tenant recoveries largely stemmed from higher recoveries for current and prior year expenses attributable to KTLA at Sunset Bronson Studios.
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
Notes payable
|
$
|
2,407,196
|
|
|
$
|
2,707,839
|
|
|
Less: deferred financing costs, net
(1)
|
(18,808
|
)
|
|
(19,829
|
)
|
||
|
Notes payable, net
|
$
|
2,388,388
|
|
|
$
|
2,688,010
|
|
|
(1)
|
Excludes deferred financing costs related to establishing our unsecured revolving credit facility of
$1.3 million
and
$1.5 million
as of
March 31, 2017
and
December 31, 2016
, respectively, which are included in prepaid expenses and other assets, net in the Consolidated Balance Sheets.
|
|
|
March 31, 2017
|
|
December 31, 2016
|
|
|
|
|
|
||||||||||||
|
|
Principal Amount
|
|
Deferred Financing Costs, net
|
|
Principal Amount
|
|
Deferred Financing Costs, net
|
|
Interest Rate
(1)
|
|
Contractual Maturity Date
|
|
||||||||
|
UNSECURED LOANS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Unsecured Revolving Credit Facility
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
LIBOR+ 1.15% to 1.85%
|
|
4/1/2019
|
(3)
|
|
5-Year Term Loan due April 2020
(2)(4)
|
450,000
|
|
|
(3,243
|
)
|
|
450,000
|
|
|
(3,513
|
)
|
|
LIBOR+ 1.30% to 2.20%
|
|
4/1/2020
|
|
||||
|
5-Year Term Loan due November 2020
(2)
|
175,000
|
|
|
(697
|
)
|
|
175,000
|
|
|
(745
|
)
|
|
LIBOR +1.30% to 2.20%
|
|
11/17/2020
|
|
||||
|
7-Year Term Loan due April 2022
(2)(5)
|
350,000
|
|
|
(2,157
|
)
|
|
350,000
|
|
|
(2,265
|
)
|
|
LIBOR+ 1.60% to 2.55%
|
|
4/1/2022
|
|
||||
|
7-Year Term Loan due November 2022
(2)(6)
|
125,000
|
|
|
(892
|
)
|
|
125,000
|
|
|
(931
|
)
|
|
LIBOR +1.60% to 2.55%
|
|
11/17/2022
|
|
||||
|
Series A Notes
|
110,000
|
|
|
(891
|
)
|
|
110,000
|
|
|
(930
|
)
|
|
4.34%
|
|
1/2/2023
|
|
||||
|
Series E Notes
|
50,000
|
|
|
(289
|
)
|
|
50,000
|
|
|
(300
|
)
|
|
3.66%
|
|
9/15/2023
|
|
||||
|
Series B Notes
|
259,000
|
|
|
(2,207
|
)
|
|
259,000
|
|
|
(2,271
|
)
|
|
4.69%
|
|
12/16/2025
|
|
||||
|
Series D Notes
|
150,000
|
|
|
(874
|
)
|
|
150,000
|
|
|
(898
|
)
|
|
3.98%
|
|
7/6/2026
|
|
||||
|
Series C Notes
|
56,000
|
|
|
(527
|
)
|
|
56,000
|
|
|
(539
|
)
|
|
4.79%
|
|
12/16/2027
|
|
||||
|
TOTAL UNSECURED LOANS
|
1,725,000
|
|
|
(11,777
|
)
|
|
2,025,000
|
|
|
(12,392
|
)
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
MORTGAGE LOANS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Mortgage Loan secured by Rincon Center
(7)
|
99,897
|
|
|
(158
|
)
|
|
100,409
|
|
|
(198
|
)
|
|
5.13%
|
|
5/1/2018
|
|
||||
|
Mortgage Loan secured by Sunset Gower Studios/Sunset Bronson Studios
|
5,001
|
|
|
(1,357
|
)
|
|
5,001
|
|
|
(1,534
|
)
|
|
LIBOR+2.25%
|
|
3/4/2019
|
(3)
|
||||
|
Mortgage Loan secured by Met Park North
(8)
|
64,500
|
|
|
(370
|
)
|
|
64,500
|
|
|
(398
|
)
|
|
LIBOR+1.55%
|
|
8/1/2020
|
|
||||
|
Mortgage Loan secured by 10950 Washington
(7)
|
27,798
|
|
|
(337
|
)
|
|
27,929
|
|
|
(354
|
)
|
|
5.32%
|
|
3/11/2022
|
|
||||
|
Mortgage Loan secured by Pinnacle I
(9)(10)
|
129,000
|
|
|
(567
|
)
|
|
129,000
|
|
|
(593
|
)
|
|
3.95%
|
|
11/7/2022
|
|
||||
|
Mortgage Loan secured by Element LA
|
168,000
|
|
|
(2,256
|
)
|
|
168,000
|
|
|
(2,321
|
)
|
|
4.59%
|
|
11/6/2025
|
|
||||
|
Mortgage Loan secured by Pinnacle II
(10)
|
87,000
|
|
|
(701
|
)
|
|
87,000
|
|
|
(720
|
)
|
|
4.30%
|
|
6/11/2026
|
|
||||
|
Mortgage Loan secured by Hill7
(11)
|
101,000
|
|
|
(1,285
|
)
|
|
101,000
|
|
|
(1,319
|
)
|
|
3.38%
|
|
11/6/2026
|
|
||||
|
TOTAL MORTGAGE LOANS
|
682,196
|
|
|
(7,031
|
)
|
|
682,839
|
|
|
(7,437
|
)
|
|
|
|
|
|
||||
|
TOTAL
|
$
|
2,407,196
|
|
|
$
|
(18,808
|
)
|
|
$
|
2,707,839
|
|
|
$
|
(19,829
|
)
|
|
|
|
|
|
|
(1)
|
Interest rate with respect to indebtedness is calculated on the basis of a
360
-day year for the actual days elapsed. Interest rates are as of
March 31, 2017
, which may be different than the interest rates as of
December 31, 2016
for corresponding indebtedness.
|
|
(2)
|
We have the option to make an irrevocable election to change the interest rate depending on our credit rating. As of
March 31, 2017
, no such election had been made.
|
|
(3)
|
The maturity date may be extended once for an additional
one
-year term.
|
|
(4)
|
Effective July 2016,
$300.0
million of the term loan has been effectively fixed at
2.75%
to
3.65%
per annum through the use of
two
interest rate swaps. See Note 10 to our Consolidated Financial Statements for details.
|
|
(5)
|
Effective July 2016, the outstanding balance of the term loan has been effectively fixed at
3.36%
to
4.31%
per annum through the use of
two
interest rate swaps. See Item 1. “Financial Statements—Note 10 to our Consolidated Financial Statements—Derivative Instruments” for details.
|
|
(6)
|
Effective June 1, 2016, the outstanding balance of the term loan has been effectively fixed at
3.03%
to
3.98%
per annum through the use of an interest rate swap. See Item 1. “Financial Statements—Note 10 to our Consolidated Financial Statements—Derivative Instruments” for details.
|
|
(7)
|
Monthly debt service includes annual debt amortization payments based on a
30
-year amortization schedule with a balloon payment at maturity.
|
|
(8)
|
This loan bears interest only. Interest on the full loan amount has been effectively fixed at
3.71%
per annum through use of an interest rate swap. See Item 1. “Financial Statements—Note 10 to our Consolidated Financial Statements—Derivative Instruments” for details.
|
|
(9)
|
This loan bears interest only for the first
five
years. Beginning with the payment due December 6, 2017, monthly debt service will include annual debt amortization payments based on a
30
-year amortization schedule with a balloon payment at maturity.
|
|
(10)
|
We own
65%
of the ownership interests in the consolidated joint venture that owns the Pinnacle I and II properties. The full amount of the loan is shown.
|
|
(11)
|
We own
55%
of the ownership interest in the consolidated joint venture that owns the Hill7 property. The full amount of the loan is shown. The maturity date of this loan can be extended for an additional
two
years at a higher interest rate and with principal amortization.
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
|
2017
|
|
2016
|
|
Dollar Change
|
|
Percent Change
|
|||||||
|
Net cash provided by operating activities
|
$
|
92,897
|
|
|
$
|
58,897
|
|
|
$
|
34,000
|
|
|
57.7
|
%
|
|
Net cash (used in) provided by investing activities
|
(51,912
|
)
|
|
158,214
|
|
|
(210,126
|
)
|
|
(132.8
|
)
|
|||
|
Net cash used in financing activities
|
(8,310
|
)
|
|
(213,295
|
)
|
|
204,985
|
|
|
(96.1
|
)
|
|||
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|
2017
|
|
2016
|
||||
|
Net income
|
|
$
|
24,153
|
|
|
$
|
5,976
|
|
|
Adjustments:
|
|
|
|
|
||||
|
Depreciation and amortization of real estate assets
|
|
70,294
|
|
|
67,905
|
|
||
|
Gains on sale of real estate
|
|
(16,866
|
)
|
|
(6,352
|
)
|
||
|
FFO attributable to non-controlling interests
|
|
(5,507
|
)
|
|
(4,162
|
)
|
||
|
Net income attributable to preferred units
|
|
(159
|
)
|
|
(159
|
)
|
||
|
FFO to common stockholders and unitholders
|
|
$
|
71,915
|
|
|
$
|
63,208
|
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
ITEM 1A.
|
RISK FACTORS
|
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per
Share
(1)
|
|
Total Number Of
Shares Purchased
As Part Of Publicly
Announced Plans
Or Programs
|
|
Maximum Number
Of Shares That May
Yet Be Purchased
Under The Plans Or
Programs
|
|||
|
January 1 - January 31, 2017
|
|
36,766
|
|
|
$
|
34.78
|
|
|
N/A
|
|
N/A
|
|
February 1 - February 28, 2017
|
|
83,495
|
|
|
35.00
|
|
|
N/A
|
|
N/A
|
|
|
March 1 - March 31, 2017
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
|
Total
|
|
120,261
|
|
|
34.93
|
|
|
N/A
|
|
N/A
|
|
|
(1)
|
The price paid per share is based on the closing price of Company common shares as of the date of the determination of the statutory federal tax income.
|
|
Period
|
|
Total Number of Units
Purchased
|
|
Average Price
Paid Per Unit
(1)
|
|
Total Number Of
Units Purchased
As Part Of Publicly
Announced Plans
Or Programs
|
|
Maximum Number
Of Units That May
Yet Be Purchased
Under The Plans Or
Programs
|
|||
|
January 1 - January 31, 2017
(2)
|
|
8,918,341
|
|
|
$
|
35.00
|
|
|
N/A
|
|
N/A
|
|
February 1 - February 28, 2017
|
|
83,495
|
|
|
35.00
|
|
|
N/A
|
|
N/A
|
|
|
March 1 - March 31, 2017
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
|
Total
|
|
9,001,836
|
|
|
$
|
35.00
|
|
|
N/A
|
|
N/A
|
|
(1)
|
The price paid per unit is based on the closing price of Company common shares as of the date of the determination of the statutory federal tax income.
|
|
(2)
|
On January 10, 2017, the Company used the net proceeds from the sale of
8,881,575
shares of its common stock pursuant to an underwritten public offering, after deducting underwriting discounts, but before estimated offering expenses payable by the Company, to acquire an aggregate of
8,598,480
common units from certain entities affiliated with Blackstone and
283,095
common units from certain funds affiliated with Farallon Capital Management.
|
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
|
ITEM 6.
|
EXHIBITS.
|
|
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit No.
|
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
3.1
|
|
Articles of Amendment and Restatement of Hudson Pacific Properties, Inc.
|
|
S-11/A
|
|
333-164916
|
|
3.1
|
|
May 12, 2010
|
|
3.2
|
|
Second Amended and Restated Bylaws of Hudson Pacific Properties, Inc.
|
|
8-K
|
|
001-34789
|
|
3.1
|
|
January 12, 2015
|
|
3.3
|
|
Fourth Amended and Restated Agreement of Limited Partnership of Hudson Pacific Properties, L.P.
|
|
10-K
|
|
001-34789
|
|
10.1
|
|
February 26, 2016
|
|
3.4
|
|
Certificate of Limited Partnership of Hudson Pacific Properties, L.P.
|
|
10-Q
|
|
001-34789
|
|
3.4
|
|
November 4, 2016
|
|
10.1
|
|
2017 Outperformance Award Agreement (REIT Shares)*
|
|
8-K
|
|
001-34789
|
|
10.1
|
|
February 10, 2017
|
|
10.2
|
|
2017 Outperformance Award Agreement (LTIP Units)*
|
|
8-K
|
|
001-34789
|
|
10.2
|
|
February 10, 2017
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, Inc.
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, Inc.
|
|
|
|
|
|
|
|
|
|
31.3
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, L.P.
|
|
|
|
|
|
|
|
|
|
31.4
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Hudson Pacific Properties, L.P.
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certifications by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, Inc.
|
|
|
|
|
|
|
|
|
|
32.2
|
|
Certifications by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, L.P.
|
|
|
|
|
|
|
|
|
|
101
|
|
The following financial information from Hudson Pacific Properties, Inc.’s and Hudson Pacific Properties, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) Consolidated Statements of Equity (unaudited), (v) Consolidated Statements of Capital (unaudited), (vi) Consolidated Statements of Cash Flows (unaudited) and (vii) Notes to Unaudited Consolidated Financial Statements **
|
|
|
|
|
|
|
|
|
|
*
|
|
Denotes a management contract or compensatory plan or arrangement.
|
||||||||
|
**
|
|
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934 , as amended, and otherwise are not subject to liability under those sections.
|
||||||||
|
|
|
|
HUDSON PACIFIC PROPERTIES, INC.
|
|
|
|
|
|
|
Date:
|
May 4, 2017
|
|
/S/ VICTOR J. COLEMAN
|
|
|
|
|
Victor J. Coleman
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
HUDSON PACIFIC PROPERTIES, INC.
|
|
|
|
|
|
|
Date:
|
May 4, 2017
|
|
/S/ MARK T. LAMMAS
|
|
|
|
|
Mark T. Lammas
Chief Operating Officer, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
|
|
|
HUDSON PACIFIC PROPERTIES, L.P.
|
|
|
|
|
|
|
Date:
|
May 4, 2017
|
|
/S/ VICTOR J. COLEMAN
|
|
|
|
|
Victor J. Coleman
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
HUDSON PACIFIC PROPERTIES, L.P.
|
|
|
|
|
|
|
Date:
|
May 4, 2017
|
|
/S/ MARK T. LAMMAS
|
|
|
|
|
Mark T. Lammas
Chief Operating Officer, Chief Financial Officer and Treasurer
(Principal Financial Officer) |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|