Exhibit 99.2
Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.
Unaudited Pro Forma Financial Information
All references in these financial statements to “the Company” refer to Hudson Pacific Properties, Inc. together with its consolidated subsidiaries, including Hudson Pacific Properties, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to “our Operating Partnership” or “the Operating Partnership” refer to Hudson Pacific Properties, L.P. together with its consolidated subsidiaries.
On December 27, 2023, the Company, through a joint venture with Macerich in which the Company owns a 75.0% ownership interest, completed the sale of the property located at 10800, 10830 and 10850 West Pico Boulevard, Los Angeles, California, commonly known as “One Westside” and “Westside Two” (collectively, the “Property”), for a gross sale price of $700.0 million (before certain credits, prorations and closing costs).
The following unaudited pro forma consolidated balance sheet of the Company and the Operating Partnership as of September 30, 2023 and unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2023 and the year ended December 31, 2022 have been prepared as if the disposition of the Property had occurred on September 30, 2023 for the pro forma consolidated balance sheet and as if the disposition of the Property had occurred on January 1, 2022 for both pro forma consolidated statements of operations.
Our pro forma consolidated financial statements are presented for informational purposes only and should be read in conjunction with our forms 10-K and 10-Q filed with the Securities and Exchange Commission. The adjustments to our pro forma consolidated financial statements are based on available information and assumptions that we consider reasonable. Our pro forma consolidated financial statements do not purport to (1) represent our financial position that would have actually occurred had the disposition of the Property occurred on September 30, 2023, (2) represent the results of our operations that would have actually occurred had the disposition of the Property occurred on January 1, 2022 or (3) project our financial position or results of operations as of any future date or for any future period, as applicable.
Exhibit 99.2
Hudson Pacific Properties, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of September 30, 2023
(in thousands, except share data)
| | | | | | | | | | | | | | | | | |
| Hudson Pacific Properties, Inc. (A) | | Sale of Property (B) | Notes | Pro Forma |
| ASSETS | | | | | |
| Investment in real estate, at cost | $ | 8,831,914 | | | $ | (574,317) | | | $ | 8,257,597 | |
| Accumulated depreciation and amortization | (1,735,715) | | | 50,394 | | | (1,685,321) | |
| Investment in real estate, net | 7,096,199 | | | (523,923) | | | 6,572,276 | |
| Non-real estate property, plant and equipment, net | 115,903 | | | — | | | 115,903 | |
| Cash and cash equivalents | 75,040 | | | 219,857 | | (C) | 294,897 | |
| Restricted cash | 19,054 | | | 16,000 | | (C) | 35,054 | |
| Accounts receivable, net | 19,330 | | | 581 | | | 19,911 | |
| Straight-line rent receivables, net | 290,938 | | | (58,535) | | | 232,403 | |
| Deferred leasing costs and intangible assets, net | 359,870 | | | (23,543) | | | 336,327 | |
| Operating lease right-of-use assets | 391,177 | | | — | | | 391,177 | |
| Prepaid expenses and other assets, net | 119,494 | | | (83) | | | 119,411 | |
| Investment in unconsolidated real estate entities | 236,248 | | | — | | | 236,248 | |
| Goodwill | 263,549 | | | — | | | 263,549 | |
| TOTAL ASSETS | $ | 8,986,802 | | | $ | (369,646) | | | $ | 8,617,156 | |
| | | | | |
| LIABILITIES AND EQUITY | | | | | |
| Liabilities | | | | | |
| Unsecured and secured debt, net | $ | 4,417,020 | | | $ | (324,273) | | (D) | $ | 4,092,747 | |
| Joint venture partner debt | 66,136 | | | — | | | 66,136 | |
| Accounts payable, accrued liabilities and other | 267,426 | | | (29,208) | | | 238,218 | |
| Operating lease liabilities | 393,773 | | | — | | | 393,773 | |
| Intangible liabilities, net | 29,247 | | | — | | | 29,247 | |
| Security deposits, prepaid rent and other | 86,980 | | | (4,587) | | | 82,393 | |
| Total liabilities | 5,260,582 | | | (358,068) | | | 4,902,514 | |
| | | | | |
| Redeemable preferred units of the operating partnership | 9,815 | | | — | | | 9,815 | |
| Redeemable non-controlling interest in consolidated real estate entities | 115,580 | | | (57,914) | | (E) | 57,666 | |
| | | | | |
| Equity | | | | | |
| Hudson Pacific Properties, Inc. stockholders' equity: | | | | | |
| 4.750% Series C cumulative redeemable preferred stock, $0.01 par value, $25.00 per share liquidation preference, 18,400,000 authorized, 17,000,000 shares outstanding at September 30, 2023 | 425,000 | | | — | | | 425,000 | |
| Common stock, $0.01 par value, 481,600,000 authorized, 140,937,702 shares outstanding at September 30, 2023 | 1,403 | | | — | | | 1,403 | |
| Additional paid-in capital | 2,748,309 | | | 45,515 | | (F) | 2,793,824 | |
| Accumulated other comprehensive income | 4,178 | | | — | | | 4,178 | |
| Total Hudson Pacific Properties, Inc. stockholders’ equity | 3,178,890 | | | 45,515 | | | 3,224,405 | |
| Non-controlling interest—members in consolidated real estate entities | 345,058 | | | — | | | 345,058 | |
| Non-controlling interest—units in the operating partnership | 76,877 | | | 821 | | (G) | 77,698 | |
| Total equity | 3,600,825 | | | 46,336 | | | 3,647,161 | |
| TOTAL LIABILITIES AND EQUITY | $ | 8,986,802 | | | $ | (369,646) | | | $ | 8,617,156 | |
Exhibit 99.2
Hudson Pacific Properties, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 2023
(in thousands, except share data)
| | | | | | | | | | | | | | | | | |
| Hudson Pacific Properties, Inc. (AA) | | Sale of Property (BB) | Notes | Pro Forma |
| REVENUES | | | | | |
| Office | | | | | |
| Rental | $ | 605,776 | | | $ | (46,729) | | | $ | 559,047 | |
| Service and other revenues | 11,735 | | | (10) | | | 11,725 | |
| Total office revenues | 617,511 | | | (46,739) | | | 570,772 | |
| Studio | | | | | |
| Rental | 46,109 | | | — | | | 46,109 | |
| Service and other revenues | 65,254 | | | — | | | 65,254 | |
| Total studio revenues | 111,363 | | | — | | | 111,363 | |
| Total revenues | 728,874 | | | (46,739) | | | 682,135 | |
| OPERATING EXPENSES | | | | | |
| Office operating expenses | 231,342 | | | (7,907) | | | 223,435 | |
| Studio operating expenses | 103,578 | | | — | | | 103,578 | |
| General and administrative | 55,177 | | | — | | | 55,177 | |
| Depreciation and amortization | 294,654 | | | (21,594) | | | 273,060 | |
| Total operating expenses | 684,751 | | | (29,501) | | | 655,250 | |
| OTHER INCOME (EXPENSES) | | | | | |
| Loss from unconsolidated real estate entities | (2,219) | | | — | | | (2,219) | |
| Fee income | 5,026 | | | — | | | 5,026 | |
| Interest expense | (162,036) | | | 14,522 | | | (147,514) | |
| Interest income | 1,407 | | | (105) | | | 1,302 | |
| Management services reimbursement income—unconsolidated real estate entities | 3,138 | | | — | | | 3,138 | |
| Management services expense—unconsolidated real estate entities | (3,138) | | | — | | | (3,138) | |
| Transaction-related expenses | 1,344 | | | — | | | 1,344 | |
| Unrealized loss on non-real estate investments | (2,269) | | | — | | | (2,269) | |
| Gain on extinguishment of debt | 10,000 | | | — | | | 10,000 | |
| Gain on sale of real estate | 23,154 | | | — | | | 23,154 | |
| Other income | 139 | | | — | | | 139 | |
| Total other expenses | (125,454) | | | 14,417 | | | (111,037) | |
| Loss before income tax provision | (81,331) | | | (2,821) | | | (84,152) | |
| Income tax provision | (715) | | | — | | | (715) | |
| Net loss | (82,046) | | | (2,821) | | | (84,867) | |
| Net income attributable to Series A preferred units | (459) | | | — | | | (459) | |
| Net income attributable to Series C preferred shares | (15,141) | | | — | | | (15,141) | |
| Net income attributable to participating securities | (850) | | | — | | | (850) | |
| Net loss attributable to non-controlling interest in consolidated real estate entities | 375 | | | — | | | 375 | |
| Net loss attributable to redeemable non-controlling interest in consolidated real estate entities | 2,333 | | | 402 | | (CC) | 2,735 | |
| Net loss attributable to common units in the operating partnership | 1,600 | | | 41 | | (DD) | 1,641 | |
| NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (94,188) | | | $ | (2,378) | | | $ | (96,566) | |
| | | | | |
| BASIC AND DILUTED PER SHARE AMOUNTS | | | | | |
| Net loss attributable to common stockholders—basic | $ | (0.67) | | | $ | (0.02) | | (FF) | $ | (0.69) | |
| Net loss attributable to common stockholders—diluted | $ | (0.67) | | | $ | (0.02) | | (FF) | $ | (0.69) | |
| Weighted average shares of common stock outstanding—basic | 140,957,170 | | | | | 140,957,170 | |
| Weighted average shares of common stock outstanding—diluted | 140,957,170 | | | | | 140,957,170 | |
Exhibit 99.2
Hudson Pacific Properties, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2022
(in thousands, except share data)
| | | | | | | | | | | | | | | | | |
| Hudson Pacific Properties, Inc. (AA) | | Sale of Property (BB) | Notes | Pro Forma |
| REVENUES | | | | | |
| Office | | | | | |
| Rental | $ | 834,408 | | | $ | (48,961) | | | $ | 785,447 | |
| Service and other revenues | 18,292 | | | (14) | | | 18,278 | |
| Total office revenues | 852,700 | | | $ | (48,975) | | | 803,725 | |
| Studio | | | | | |
| Rental | 59,672 | | | — | | | 59,672 | |
| Service and other revenues | 113,852 | | | — | | | 113,852 | |
| Total studio revenues | 173,524 | | | — | | | 173,524 | |
| Total revenues | 1,026,224 | | | (48,975) | | | 977,249 | |
| OPERATING EXPENSES | | | | | |
| Office operating expenses | 308,668 | | | (10,166) | | | 298,502 | |
| Studio operating expenses | 105,150 | | | — | | | 105,150 | |
| General and administrative | 79,501 | | | — | | | 79,501 | |
| Depreciation and amortization | 373,219 | | | (28,737) | | | 344,482 | |
| Total operating expenses | 866,538 | | | (38,903) | | | 827,635 | |
| OTHER INCOME (EXPENSES) | | | | | |
| Income from unconsolidated real estate entities | 943 | | | — | | | 943 | |
| Fee income | 7,972 | | | — | | | 7,972 | |
| Interest expense | (149,901) | | | 13,487 | | | (136,414) | |
| Interest income | 2,340 | | | (1,790) | | | 550 | |
| Management services reimbursement income—unconsolidated real estate entities | 4,163 | | | — | | | 4,163 | |
| Management services expense—unconsolidated real estate entities | (4,163) | | | — | | | (4,163) | |
| Transaction-related expenses | (14,356) | | | — | | | (14,356) | |
| Unrealized loss on non-real estate investments | (1,440) | | | — | | | (1,440) | |
| (Loss) Gain on sale of real estate | (2,164) | | | 60,644 | | (EE) | 58,480 | |
| Impairment loss | (28,548) | | | — | | | (28,548) | |
| Other income | 8,951 | | | — | | | 8,951 | |
| Total other expenses | (176,203) | | | 72,341 | | | (103,862) | |
| Net (loss) income | (16,517) | | | 62,269 | | | 45,752 | |
| Net income attributable to Series A preferred units | (612) | | | — | | | (612) | |
| Net income attributable to Series C preferred shares | (20,431) | | | — | | | (20,431) | |
| Net income attributable to participating securities | (1,194) | | | — | | | (1,194) | |
| Net income attributable to non-controlling interest in consolidated real estate entities | (23,418) | | | — | | | (23,418) | |
| Net loss (income) attributable to redeemable non-controlling interest in consolidated real estate entities | 4,964 | | | (16,426) | | (CC) | (11,462) | |
| Net loss attributable to common units in the operating partnership | 709 | | | (16) | | (DD) | 693 | |
| NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (56,499) | | | $ | 45,827 | | | $ | (10,672) | |
| | | | | |
| BASIC AND DILUTED PER SHARE AMOUNTS | | | | | |
| Net loss attributable to common stockholders—basic | $ | (0.39) | | | $ | 0.32 | | (FF) | $ | (0.07) | |
| Net loss attributable to common stockholders—diluted | $ | (0.39) | | | $ | 0.32 | | (FF) | $ | (0.07) | |
| Weighted average shares of common stock outstanding—basic | 143,732,433 | | | | | 143,732,433 | |
| Weighted average shares of common stock outstanding—diluted | 143,732,433 | | | | | 143,732,433 | |
Exhibit 99.2
Hudson Pacific Properties, L.P.
Unaudited Pro Forma Consolidated Balance Sheet
As of September 30, 2023
(in thousands, except share data)
| | | | | | | | | | | | | | | | | |
| Hudson Pacific Properties, L.P. (A) | | Sale of Property (B) | Notes | Pro Forma |
| ASSETS | | | | | |
| Investment in real estate, at cost | $ | 8,831,914 | | | $ | (574,317) | | | $ | 8,257,597 | |
| Accumulated depreciation and amortization | (1,735,715) | | | 50,394 | | | (1,685,321) | |
| Investment in real estate, net | 7,096,199 | | | (523,923) | | | 6,572,276 | |
| Non-real estate property, plant and equipment, net | 115,903 | | | — | | | 115,903 | |
| Cash and cash equivalents | 75,040 | | | 219,857 | | (C) | 294,897 | |
| Restricted cash | 19,054 | | | 16,000 | | (C) | 35,054 | |
| Accounts receivable, net | 19,330 | | | 581 | | | 19,911 | |
| Straight-line rent receivables, net | 290,938 | | | (58,535) | | | 232,403 | |
| Deferred leasing costs and intangible assets, net | 359,870 | | | (23,543) | | | 336,327 | |
| Operating lease right-of-use assets | 391,177 | | | — | | | 391,177 | |
| Prepaid expenses and other assets, net | 119,494 | | | (83) | | | 119,411 | |
| Investment in unconsolidated real estate entities | 236,248 | | | — | | | 236,248 | |
| Goodwill | 263,549 | | | — | | | 263,549 | |
| TOTAL ASSETS | $ | 8,986,802 | | | $ | (369,646) | | | $ | 8,617,156 | |
| | | | | |
| LIABILITIES AND EQUITY | | | | | |
| Liabilities | | | | | |
| Unsecured and secured debt, net | $ | 4,417,020 | | | $ | (324,273) | | (D) | $ | 4,092,747 | |
| Joint venture partner debt | 66,136 | | | — | | | 66,136 | |
| Accounts payable, accrued liabilities and other | 267,426 | | | (29,208) | | | 238,218 | |
| Operating lease liabilities | 393,773 | | | — | | | 393,773 | |
| Intangible liabilities, net | 29,247 | | | — | | | 29,247 | |
| Security deposits, prepaid rent and other | 86,980 | | | (4,587) | | | 82,393 | |
| Total liabilities | 5,260,582 | | | (358,068) | | | 4,902,514 | |
| | | | | |
| Redeemable preferred units of the operating partnership | 9,815 | | | — | | | 9,815 | |
| Redeemable non-controlling interest in consolidated real estate entities | 115,580 | | | (57,914) | | (E) | 57,666 | |
| | | | | |
| Capital | | | | | |
| Hudson Pacific Properties, L.P. partners’ capital | | | | | |
| 4.750% Series C cumulative redeemable preferred units, $25.00 per unit liquidation preference, 17,000,000 units outstanding at September 30, 2023 | 425,000 | | | — | | | 425,000 | |
| Common units, 143,456,164 and 143,246,320 outstanding at September 30, 2023 | 2,826,337 | | | 46,336 | | (F) | 2,872,673 | |
| Accumulated other comprehensive income | 4,430 | | | — | | | 4,430 | |
| Total Hudson Pacific Properties, L.P. partners’ capital | 3,255,767 | | | 46,336 | | | 3,302,103 | |
| Non-controlling interest—members in consolidated real estate entities | 345,058 | | | — | | | 345,058 | |
| Total capital | 3,600,825 | | | 46,336 | | | 3,647,161 | |
| TOTAL LIABILITIES AND CAPITAL | $ | 8,986,802 | | | $ | (369,646) | | | $ | 8,617,156 | |
Exhibit 99.2
Hudson Pacific Properties, L.P.
Unaudited Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 2023
(in thousands, except share data)
| | | | | | | | | | | | | | | | | |
| Hudson Pacific Properties, L.P. (AA) | | Sale of Property (BB) | Notes | Pro Forma |
| REVENUES | | | | | |
| Office | | | | | |
| Rental | $ | 605,776 | | | $ | (46,729) | | | $ | 559,047 | |
| Service and other revenues | 11,735 | | | (10) | | | 11,725 | |
| Total office revenues | 617,511 | | | (46,739) | | | 570,772 | |
| Studio | | | | | |
| Rental | 46,109 | | | — | | | 46,109 | |
| Service and other revenues | 65,254 | | | — | | | 65,254 | |
| Total studio revenues | 111,363 | | | — | | | 111,363 | |
| Total revenues | 728,874 | | | (46,739) | | | 682,135 | |
| OPERATING EXPENSES | | | | | |
| Office operating expenses | 231,342 | | | (7,907) | | | 223,435 | |
| Studio operating expenses | 103,578 | | | — | | | 103,578 | |
| General and administrative | 55,177 | | | — | | | 55,177 | |
| Depreciation and amortization | 294,654 | | | (21,594) | | | 273,060 | |
| Total operating expenses | 684,751 | | | (29,501) | | | 655,250 | |
| OTHER INCOME (EXPENSES) | | | | | |
| Loss from unconsolidated real estate entities | (2,219) | | | — | | | (2,219) | |
| Fee income | 5,026 | | | — | | | 5,026 | |
| Interest expense | (162,036) | | | 14,522 | | | (147,514) | |
| Interest income | 1,407 | | | (105) | | | 1,302 | |
| Management services reimbursement income—unconsolidated real estate entities | 3,138 | | | — | | | 3,138 | |
| Management services expense—unconsolidated real estate entities | (3,138) | | | — | | | (3,138) | |
| Transaction-related expenses | 1,344 | | | — | | | 1,344 | |
| Unrealized loss on non-real estate investments | (2,269) | | | — | | | (2,269) | |
| Gain on extinguishment of debt | 10,000 | | | — | | | 10,000 | |
| Gain on sale of real estate | 23,154 | | | — | | | 23,154 | |
| Other income | 139 | | | — | | | 139 | |
| Total other expenses | (125,454) | | | 14,417 | | | (111,037) | |
| Loss before income tax provision | (81,331) | | | (2,821) | | | (84,152) | |
| Income tax provision | (715) | | | — | | | (715) | |
| Net loss | (82,046) | | | (2,821) | | | (84,867) | |
| Net loss attributable to non-controlling interest in consolidated real estate entities | 375 | | | — | | | 375 | |
| Net loss attributable to redeemable non-controlling interest in consolidated real estate entities | 2,333 | | | 402 | | (CC) | 2,735 | |
| Net loss attributable to Hudson Pacific Properties, L.P. | (79,338) | | | (2,419) | | | (81,757) | |
| Net income attributable to Series A preferred units | (459) | | | — | | | (459) | |
| Net income attributable to Series C preferred units | (15,141) | | | — | | | (15,141) | |
| Net income attributable to participating securities | (850) | | | — | | | (850) | |
| NET LOSS AVAILABLE TO COMMON UNITHOLDERS | $ | (95,788) | | | $ | (2,419) | | | $ | (98,207) | |
| | | | | |
| BASIC AND DILUTED PER UNIT AMOUNTS | | | | | |
| Net loss attributable to common unitholders—basic | $ | (0.67) | | | $ | (0.02) | | (FF) | $ | (0.69) | |
| Net loss attributable to common unitholders—diluted | $ | (0.67) | | | $ | (0.02) | | (FF) | $ | (0.69) | |
| Weighted average shares of common units outstanding—basic | 143,405,044 | | | | | 143,405,044 | |
| Weighted average shares of common units outstanding—diluted | 143,405,044 | | | | | 143,405,044 | |
Exhibit 99.2
Hudson Pacific Properties, L.P.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2022
(in thousands, except share data)
| | | | | | | | | | | | | | | | | |
| Hudson Pacific Properties, L.P. (AA) | | Sale of Property (BB) | Notes | Pro Forma |
| REVENUES | | | | | |
| Office | | | | | |
| Rental | $ | 834,408 | | | $ | (48,961) | | | $ | 785,447 | |
| Service and other revenues | 18,292 | | | (14) | | | 18,278 | |
| Total office revenues | 852,700 | | | $ | (48,975) | | | 803,725 | |
| Studio | | | | | |
| Rental | 59,672 | | | — | | | 59,672 | |
| Service and other revenues | 113,852 | | | — | | | 113,852 | |
| Total studio revenues | 173,524 | | | — | | | 173,524 | |
| Total revenues | 1,026,224 | | | (48,975) | | | 977,249 | |
| OPERATING EXPENSES | | | | | |
| Office operating expenses | 308,668 | | | (10,166) | | | 298,502 | |
| Studio operating expenses | 105,150 | | | — | | | 105,150 | |
| General and administrative | 79,501 | | | — | | | 79,501 | |
| Depreciation and amortization | 373,219 | | | (28,737) | | | 344,482 | |
| Total operating expenses | 866,538 | | | (38,903) | | | 827,635 | |
| OTHER INCOME (EXPENSES) | | | | | |
| Income from unconsolidated real estate entities | 943 | | | — | | | 943 | |
| Fee income | 7,972 | | | — | | | 7,972 | |
| Interest expense | (149,901) | | | 13,487 | | | (136,414) | |
| Interest income | 2,340 | | | (1,790) | | | 550 | |
| Management services reimbursement income—unconsolidated real estate entities | 4,163 | | | — | | | 4,163 | |
| Management services expense—unconsolidated real estate entities | (4,163) | | | — | | | (4,163) | |
| Transaction-related expenses | (14,356) | | | — | | | (14,356) | |
| Unrealized loss on non-real estate investments | (1,440) | | | — | | | (1,440) | |
| (Loss) Gain on sale of real estate | (2,164) | | | 60,644 | | (EE) | 58,480 | |
| Impairment loss | (28,548) | | | — | | | (28,548) | |
| Other income | 8,951 | | | — | | | 8,951 | |
| Total other expenses | (176,203) | | | 72,341 | | | (103,862) | |
| Net (loss) income | (16,517) | | | 62,269 | | | 45,752 | |
| Net income attributable to non-controlling interest in consolidated real estate entities | (23,418) | | | — | | | (23,418) | |
| Net loss (income) attributable to redeemable non-controlling interest in consolidated real estate entities | 4,964 | | | (16,426) | | (CC) | (11,462) | |
| Net (loss) income attributable to Hudson Pacific Properties, L.P. | (34,971) | | | 45,843 | | | 10,872 | |
| Net income attributable to Series A preferred units | (612) | | | — | | | (612) | |
| Net income attributable to Series C preferred units | (20,431) | | | — | | | (20,431) | |
| Net income attributable to participating securities | (1,194) | | | — | | | (1,194) | |
| NET LOSS AVAILABLE TO COMMON UNITHOLDERS | $ | (57,208) | | | $ | 45,843 | | | $ | (11,365) | |
| | | | | |
| BASIC AND DILUTED PER UNIT AMOUNTS | | | | | |
| Net loss attributable to common unitholders—basic | $ | (0.39) | | | $ | 0.31 | | (FF) | $ | (0.08) | |
| Net loss attributable to common unitholders—diluted | $ | (0.39) | | | $ | 0.31 | | (FF) | $ | (0.08) | |
| Weighted average shares of common units outstanding—basic | 145,580,928 | | | | | 145,580,928 | |
| Weighted average shares of common units outstanding—diluted | 145,580,928 | | | | | 145,580,928 | |
Exhibit 99.2
Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.
Notes to Unaudited Pro Forma Consolidated Financial Statements
1.Adjustments to Pro Forma Consolidated Balance Sheet
(A) Represents the historical consolidated balance sheet as of September 30, 2023.
(B) Reflects the disposition of the Property, which was completed on December 27, 2023.
(C) Reflects the amount of proceeds from the disposition after credits, prorations, closing costs and the repayment of the construction loan secured by the Property. A holdback of $16.0 million related to the Company's liability for certain representations and warranties under the Purchase and Sale Agreement is classified as restricted for a period of twelve months.
(D) Reflects the repayment of the construction loan secured by the Property at the closing of the disposition.
(E) Reflects the distribution of the joint venture partner's equity in the net assets of the Property as of September 30, 2023.
(F) Reflects the nonrecurring estimated gain on sale calculated based on the net disposition proceeds less the carrying amounts of the assets and liabilities of the Property as of September 30, 2023.
(G) Reflects the incremental allocation of income to common unitholders in the Operating Partnership resulting from the estimated gain on sale described in (F).
2.Adjustments to Pro Forma Consolidated Statements of Operations
(AA) Represents the historical consolidated statements of operations for the nine-month period ended September 30, 2023 and for the year ended December 31, 2022.
(BB) The pro forma adjustments reflect the disposition of the Property for the nine-month period ended September 30, 2023 and for the year ended December 31, 2022 as if the Property was disposed of on January 1, 2022.
(CC) Reflects the incremental allocation of income to the joint venture partner as a result of the pro forma adjustments described in (BB) and (EE).
(DD) Reflects the incremental allocation of income to common unitholders in the Operating Partnership as a result of the pro forma adjustments described in (BB), (CC) and (EE).
(EE) Reflects the nonrecurring estimated gain on sale calculated based on the net disposition proceeds less the carrying amounts of the assets and liabilities of the Property as of January 1, 2022.
(FF) Pro forma net loss per share/unit attributable to common stockholders/unitholders—basic and diluted is calculated by dividing pro forma consolidated net loss attributable to common stockholders/unitholders by the number of weighted average shares of common stock/units outstanding for the nine-month period ended September 30, 2023 and for the year ended December 31, 2022.
