XML 44 R30.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Equity
 6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Equity Equity
The table below presents the activity related to Hudson Pacific Properties, Inc.’s accumulated other comprehensive (loss) income (“AOCI”):
Derivative Instruments
Currency Translation Adjustments
Total Accumulated Other Comprehensive (Loss) Income
BALANCE AT DECEMBER 31, 2023
$3,656 $(3,843)$(187)
Unrealized gains (losses) recognized in AOCI11,518 (3,219)8,299 
Reclassification from AOCI into income(1)
(5,288)— (5,288)
Net change in AOCI6,230 (3,219)3,011 
BALANCE AT JUNE 30, 2024
$9,886 $(7,062)$2,824 
__________________ 
1.The gains and losses on the Company’s derivative instruments classified as hedges are reported in interest expense on the Consolidated Statements of Operations.

The table below presents the activity related to Hudson Pacific Properties, L.P.’s AOCI:
Derivative Instruments
Currency Translation Adjustments
Total Accumulated Other Comprehensive (Loss) Income
BALANCE AT DECEMBER 31, 2023
$3,813 $(3,875)$(62)
Unrealized gains (losses) recognized in AOCI12,086 (3,380)8,706 
Reclassification from AOCI into income(1)
(5,553)— (5,553)
Net change in AOCI6,533 (3,380)3,153 
BALANCE AT JUNE 30, 2024
$10,346 $(7,255)$3,091 
__________________ 
1.The gains and losses on the operating partnership’s derivative instruments classified as hedges are reported in interest expense on the Consolidated Statements of Operations.

Non-controlling Interests

Common Units in the Operating Partnership

Common units of the operating partnership and shares of common stock of the Company have essentially the same economic characteristics, as they share equally in the total net income or loss distributions of the operating partnership. Investors who own common units have the right to cause the operating partnership to repurchase any or all of their common units for cash at a value equal to the then-current market value of one share of common stock. However, in lieu of such payment of cash, the Company may, at its election, issue shares of its common stock in exchange for such common units on a one-for-one basis.

Performance Units in the Operating Partnership

Performance units are partnership interests in the operating partnership. Each performance unit awarded will be deemed equivalent to an award of one share of common stock under the 2010 Plan, reducing the availability for other equity awards on a one-for-one basis. Under the terms of the performance units, the operating partnership will revalue its assets for tax purposes upon the occurrence of certain specified events and any increase in valuation from the time of grant until such event will be allocated first to the holders of performance units to equalize the capital accounts of such holders with the capital accounts of common unitholders. Subject to any agreed upon exceptions, once vested and having achieved parity with common unitholders, performance units are convertible into common units in the operating partnership on a one-for-one basis.
Ownership Interest in the Operating Partnership

The following table summarizes the ownership interest in the operating partnership, excluding unvested restricted units and unvested restricted performance units, as of:
June 30, 2024December 31, 2023
Company-owned common units in the operating partnership
141,232,361 141,034,806 
Company’s ownership interest percentage
97.5 %98.0 %
Non-controlling common units in the operating partnership(1)
3,677,827 2,810,433 
Non-controlling ownership interest percentage
2.5 %2.0 %
_________________ 
1.Represents common units held by certain of the Company’s executive officers, directors and other outside investors. As of June 30, 2024, this amount represents both common units and performance units of 550,969 and 3,126,858, respectively. As of December 31, 2023, this amount represents both common units and performance units in the amount of 550,969 and 2,259,464, respectively.

Common Stock Activity

The Company has not completed any common stock offerings during the six months ended June 30, 2024.

The Company’s ATM program permits sales of up to $125.0 million of common stock. The Company did not utilize the ATM program during the six months ended June 30, 2024. A cumulative total of $65.8 million has been sold as of June 30, 2024.

Share Repurchase Program

The Company is authorized to repurchase shares of its common stock up to a total of $250.0 million under the share repurchase program. The Company did not utilize the share repurchase program during the six months ended June 30, 2024. Since commencement of the program, a cumulative total of $214.7 million has been repurchased. Share repurchases are accounted for on the trade date. The Company may make repurchases under the program at any time in its discretion, subject to market conditions, applicable legal requirements and other factors.

Series C Cumulative Redeemable Preferred Stock

Series C cumulative redeemable preferred stock relates to the 17,000,000 shares of our Series C preferred stock, $0.01 par value per share. Holders of Series C preferred stock, when and as authorized by the Board, are entitled to cumulative cash dividends at the rate of 4.750% per annum of the $25.00 per share, equivalent to $1.1875 per annum per share. Dividends are payable quarterly in arrears on or about the last day of December, March, June and September of each year. In addition to other preferential rights, the holders of Series C preferred stock are entitled to receive the liquidation preference, which is $25.00 per share, before the holders of common stock in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company’s affairs. Generally, shares of Series C preferred stock are not redeemable by the Company prior to November 16, 2026. However, upon the occurrence of a change of control, holders of the Series C preferred stock will have the right, (unless the Company has elected to redeem the Series C preferred stock) to convert into a specified number of shares of common stock.
Dividends

The Board has historically declared dividends on a quarterly basis and the Company has paid the dividends during the quarters in which the dividends were declared. Declaration of any future dividends will be determined by the Company’s Board of Directors after considering the Company’s obligations under its various financing agreements, projected taxable income, compliance with its debt covenants, long-term operating projections, expected capital requirements and the risks affecting the Company’s business. The following table summarizes dividends per share declared and paid for the periods presented:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Common stock$0.05 $0.125 $0.10 $0.375 
Common units$0.05 $0.125 $0.10 $0.375 
Series A preferred units$0.3906 $0.3906 $0.7812 $0.7812 
Series C preferred stock$0.296875 $0.296875 $0.593750 $0.5937500 
Performance units$0.05 $0.125 $0.10 $0.375 
Payment dateJune 27, 2024June 30, 2023N/AN/A
Record dateJune 17, 2024June 20, 2023N/AN/A

Taxability of Dividends

Earnings and profits, which determine the taxability of distributions to stockholders, may differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of loss on extinguishment of debt, revenue recognition, compensation expense and the basis of depreciable assets and estimated useful lives used to compute depreciation.