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Section 1: 10-Q (10-Q)

Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to                 
Commission File Number: 1-12675 (Kilroy Realty Corporation)
Commission File Number: 000-54005 (Kilroy Realty, L.P.)
KILROY REALTY CORPORATION
KILROY REALTY, L.P.
(Exact name of registrant as specified in its charter)
 
 
 
Kilroy Realty Corporation
Maryland
95-4598246
 
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
 
Kilroy Realty, L.P.
Delaware
95-4612685
 
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
 
12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064
(Address of principal executive offices) (Zip Code)
 
(310) 481-8400
(Registrant's telephone number, including area code)
 
 
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    
Kilroy Realty Corporation    Yes  þ    No   o
Kilroy Realty, L.P.         Yes  þ    No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    
Kilroy Realty Corporation     Yes  þ    No   o
Kilroy Realty, L.P.         Yes  þ    No   o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Kilroy Realty Corporation
 
 
 
Large accelerated filer     þ
Accelerated filer     o 
Non-accelerated filer     o (Do not check if a smaller reporting company)
Smaller reporting company     o
Emerging growth company    o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 
 
 
 
Kilroy Realty, L.P.
 
 
 
Large accelerated filer     o
Accelerated filer     o 
Non-accelerated filer     þ (Do not check if a smaller reporting company)
Smaller reporting company     o
Emerging growth company    o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
Kilroy Realty Corporation Yes  o     No   þ
Kilroy Realty, L.P. Yes  o     No   þ
As of April 20, 2018, 98,839,708 shares of Kilroy Realty Corporation common stock, par value $.01 per share, were outstanding.
 



EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2018 of Kilroy Realty Corporation and Kilroy Realty, L.P. Unless stated otherwise or the context otherwise requires, references to “Kilroy Realty Corporation” or the “Company,” “we,” “our,” and “us” mean Kilroy Realty Corporation, a Maryland corporation, and its controlled and consolidated subsidiaries, and references to “Kilroy Realty, L.P.” or the “Operating Partnership” mean Kilroy Realty, L.P., a Delaware limited partnership and its controlled and consolidated subsidiaries.
The Company is a real estate investment trust, or REIT, and the general partner of the Operating Partnership. As of March 31, 2018, the Company owned an approximate 97.9% common general partnership interest in the Operating Partnership. The remaining approximate 2.1% common limited partnership interests are owned by non-affiliated investors and certain directors and officers of the Company. As the sole general partner of the Operating Partnership, the Company exercises exclusive and complete discretion over the Operating Partnership’s day-to-day management and control and can cause it to enter into certain major transactions, including acquisitions, dispositions, and refinancings and cause changes in its line of business, capital structure and distribution policies.
There are a few differences between the Company and the Operating Partnership that are reflected in the disclosures in this Form 10-Q. We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated, consolidated company. The Company is a REIT, the only material asset of which is the partnership interests it holds in the Operating Partnership. As a result, the Company generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. The Company itself is not directly obligated under any indebtedness, but generally guarantees all of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company either directly or through its subsidiaries, conducts the operations of the Company’s business and is structured as a limited partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Company, which the Company generally contributes to the Operating Partnership in exchange for units of partnership interest, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of units of partnership interest.
Noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The common limited partnership interests in the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements and, to the extent not held by the Company, as noncontrolling interests in the Company’s financial statements. The Operating Partnership’s financial statements reflect the noncontrolling interest in Kilroy Realty Finance Partnership, L.P., a Delaware limited partnership (the “Finance Partnership”). This noncontrolling interest represents the Company’s 1% indirect general partnership interest in the Finance Partnership, which is directly held by Kilroy Realty Finance, Inc., a wholly owned subsidiary of the Company. The differences between stockholders’ equity, partners’ capital and noncontrolling interest result from the differences in the equity issued by the Company and the Operating Partnership, and in the Operating Partnership’s noncontrolling interest in the Finance Partnership.
We believe combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report results in the following benefits:
Combined reports better reflect how management and the analyst community view the business as a single operating unit;
Combined reports enhance investors’ understanding of the Company and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management;
Combined reports are more efficient for the Company and the Operating Partnership and result in savings in time, effort and expense; and
Combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review.
To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:
consolidated financial statements;
the following notes to the consolidated financial statements:
Note 6, Stockholders’ Equity of the Company;
Note 8, Partners’ Capital of the Operating Partnership;

i


Note 12, Net Income Available to Common Stockholders Per Share of the Company;
Note 13, Net Income Available to Common Unitholders Per Unit of the Operating Partnership;
Note 14, Supplemental Cash Flow Information of the Company; and
Note 15, Supplemental Cash Flow Information of the Operating Partnership;
“Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
—Liquidity and Capital Resources of the Company;” and
—Liquidity and Capital Resources of the Operating Partnership.”
This report also includes separate sections under Part I, Item 4. Controls and Procedures and separate Exhibit 31 and Exhibit 32 certifications for the Company and the Operating Partnership to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.


ii


KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
QUARTERLY REPORT FOR THE THREE MONTHS ENDED MARCH 31, 2018
TABLE OF CONTENTS
 
 
 
 
Page
 
 
PART I – FINANCIAL INFORMATION
 
Item 1.
 
 
 
 
  
 
  
 
  
Item 1.
 
 
 
 
 
 
 
 
 
 
 
Item 2.
  
Item 3.
 
Item 4.
 
 
 
PART II – OTHER INFORMATION
 
Item 1.
 
Item 1A.
 
Item 2.
 
Item 3.
 
Item 4.
 
Item 5.
 
Item 6.
 
 




PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) OF KILROY REALTY CORPORATION

KILROY REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 
March 31, 2018
 
December 31, 2017
ASSETS
(unaudited)
 
 
REAL ESTATE ASSETS (Note 2):
 
 
 
Land and improvements
$
1,127,100

 
$
1,076,172

Buildings and improvements
4,987,617

 
4,908,797

Undeveloped land and construction in progress
1,530,949

 
1,432,808

Total real estate assets held for investment
7,645,666

 
7,417,777

Accumulated depreciation and amortization
(1,312,612
)
 
(1,264,162
)
Total real estate assets held for investment, net
6,333,054

 
6,153,615

CASH AND CASH EQUIVALENTS
53,069

 
57,649

RESTRICTED CASH

 
9,149

MARKETABLE SECURITIES (Note 11)
21,572

 
20,674

CURRENT RECEIVABLES, NET (Note 3)
17,602

 
16,926

DEFERRED RENT RECEIVABLES, NET (Note 3)
251,744

 
246,391

DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET
181,567

 
183,728

PREPAID EXPENSES AND OTHER ASSETS, NET (Note 4)
107,324

 
114,706

TOTAL ASSETS
$
6,965,932

 
$
6,802,838

LIABILITIES AND EQUITY
 
 
 
LIABILITIES:
 
 
 
Secured debt, net (Notes 5 and 11)
$
339,501

 
$
340,800

Unsecured debt, net (Notes 5 and 11)
2,155,794

 
2,006,263

Unsecured line of credit (Notes 5 and 11)
50,000

 

Accounts payable, accrued expenses and other liabilities
223,973

 
249,637

Accrued dividends and distributions (Note 16)
43,512

 
43,448

Deferred revenue and acquisition-related intangible liabilities, net
149,563

 
145,890

Rents received in advance and tenant security deposits
56,117

 
56,484

Total liabilities
3,018,460

 
2,842,522

COMMITMENTS AND CONTINGENCIES (Note 10)

 

EQUITY:
 
 
 
Stockholders’ Equity (Note 6):
 
 
 
Common stock, $.01 par value, 150,000,000 shares authorized, 98,839,708 and 98,620,333 shares issued and outstanding, respectively
988

 
986

Additional paid-in capital
3,816,385

 
3,822,492

Distributions in excess of earnings
(130,514
)
 
(122,685
)
Total stockholders’ equity
3,686,859

 
3,700,793

Noncontrolling Interests (Notes 1 and 7):
 
 
 
Common units of the Operating Partnership
77,240

 
77,948

Noncontrolling interests in consolidated property partnerships
183,373

 
181,575

Total noncontrolling interests
260,613

 
259,523

Total equity
3,947,472

 
3,960,316

TOTAL LIABILITIES AND EQUITY
$
6,965,932

 
$
6,802,838





See accompanying notes to consolidated financial statements.

1


KILROY REALTY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except share and per share data)
 
 
Three Months Ended March 31,
 
2018
 
2017
REVENUES
 
 
 
Rental income
$
162,871

 
$
156,648

Tenant reimbursements
19,150

 
19,296

Other property income
801

 
3,364

Total revenues
182,822

 
179,308

EXPENSES
 
 
 
Property expenses
31,671

 
31,241

Real estate taxes
17,146

 
17,964

Provision for bad debts
(265
)
 
1,298

Ground leases
1,561

 
1,642

General and administrative expenses
15,559

 
14,933

Depreciation and amortization
62,715

 
60,919

Total expenses
128,387

 
127,997

OTHER (EXPENSES) INCOME
 
 
 
Interest income and other net investment gain/loss (Note 11)
34

 
1,065

Interest expense (Note 5)
(13,498
)
 
(17,352
)
Total other (expenses) income
(13,464
)
 
(16,287
)
INCOME FROM OPERATIONS BEFORE GAINS ON SALES OF REAL ESTATE
40,971

 
35,024

Gains on sales of depreciable operating properties

 
2,257

NET INCOME
40,971

 
37,281

Net income attributable to noncontrolling common units of the Operating Partnership
(751
)
 
(623
)
Net income attributable to noncontrolling interests in consolidated property partnerships
(3,974
)
 
(3,133
)
Total income attributable to noncontrolling interests
(4,725
)
 
(3,756
)
NET INCOME ATTRIBUTABLE TO KILROY REALTY CORPORATION
36,246

 
33,525

Preferred dividends

 
(3,351
)
Original issuance costs of redeemed preferred stock and preferred units

 
(3,845
)
Total preferred dividends

 
(7,196
)
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
$
36,246

 
$
26,329

Net income available to common stockholders per share – basic (Note 12)
$
0.36

 
$
0.27

Net income available to common stockholders per share – diluted (Note 12)
$
0.36

 
$
0.26

Weighted average common shares outstanding – basic (Note 12)
98,744,220

 
97,388,137

Weighted average common shares outstanding – diluted (Note 12)
99,213,610

 
98,018,157

Dividends declared per common share
$
0.425

 
$
0.375

















See accompanying notes to consolidated financial statements.

2


KILROY REALTY CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited; in thousands, except share and per share/unit data)
 
 
 
Common Stock
 
Total
Stock-
holders’
Equity
 
Noncontrolling Interests
 
Total
Equity
 
Preferred
Stock
 
Number of
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained Earnings / (Distributions
in Excess of
Earnings)
 
BALANCE AS OF DECEMBER 31, 2016
$
192,411

 
93,219,439

 
$
932

 
3,457,649

 
$
(107,997
)
 
$
3,542,995

 
$
216,322

 
$
3,759,317

Net income
 
 
 
 
 
 
 
 
33,525

 
33,525

 
3,756

 
37,281

Redemption of Series G Preferred stock
(96,155
)
 
 
 
 
 
 
 
(3,845
)
 
(100,000
)
 
 
 
(100,000
)
Issuance of common stock
 
 
4,427,500

 
44

 
308,805

 
 
 
308,849

 
 
 
308,849

Issuance of share-based compensation awards
 
 
 
 
 
 
4,164

 
 
 
4,164

 
 
 
4,164

Non-cash amortization of share-based compensation
 
 
 
 
 
 
6,169

 
 
 
6,169

 
 
 
6,169

Exercise of stock options
 
 
200,000

 
2

 
8,520

 
 
 
8,522

 
 
 
8,522

Settlement of restricted stock units for shares of common stock
 
 
257,824

 
3

 
(3
)
 
 
 

 
 
 

Repurchase of common stock, stock options and restricted stock units
 
 
(134,065
)
 
(1
)
 
(11,013
)
 
 
 
(11,014
)
 
 
 
(11,014
)
Exchange of common units of the Operating Partnership
 
 
304,350

 
3

 
10,936

 
 
 
10,939

 
(10,939
)
 

Contributions from noncontrolling interests in consolidated property partnerships
 
 
 
 
 
 
 
 
 
 

 
250

 
250

Distributions to noncontrolling interests in consolidated property partnerships
 
 
 
 
 
 
 
 
 
 

 
(4,728
)
 
(4,728
)
Adjustment for noncontrolling interest
 
 
 
 
 
 
(2,936
)
 
 
 
(2,936
)
 
2,936

 

Preferred dividends
 
 
 
 
 
 
 
 
(3,351
)
 
(3,351
)
 
 
 
(3,351
)
Dividends declared per common share and common unit ($0.375 per share/unit)
 
 
 
 
 
 
 
 
(38,539
)
 
(38,539
)
 
(779
)
 
(39,318
)
BALANCE AS OF MARCH 31, 2017
$
96,256

 
98,275,048

 
$
983

 
$
3,782,291

 
$
(120,207
)
 
$
3,759,323

 
$
206,818

 
$
3,966,141

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
Total
Stock-
holders’
Equity
 
Noncontrolling Interests
 
Total
Equity
 
Number of
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Distributions
in Excess of
Earnings
BALANCE AS OF DECEMBER 31, 2017
98,620,333

 
$
986

 
$
3,822,492

 
$
(122,685
)
 
$
3,700,793

 
$
259,523

 
$
3,960,316

Net income
 
 
 
 
 
 
36,246

 
36,246

 
4,725

 
40,971

Issuance of share-based compensation awards

 
 
 
1,864

 
 
 
1,864

 
 
 
1,864

Non-cash amortization of share-based compensation
 
 
 
 
5,094

 
 
 
5,094

 
 
 
5,094

Settlement of restricted stock units for shares of common stock
405,067

 
4

 
(4
)
 
 
 

 
 
 

Repurchase of common stock, stock options and restricted stock units
(192,195
)
 
(2
)
 
(13,640
)
 
 
 
(13,642
)
 
 
 
(13,642
)
Exchange of common units of the Operating Partnership
6,503

 

 
244

 
 
 
244

 
(244
)
 

Distributions to noncontrolling interests in consolidated property partnerships
 
 
 
 
 
 
 
 

 
(2,177
)
 
(2,177
)
Adjustment for noncontrolling interest
 
 
 
 
335

 
 
 
335

 
(335
)
 

Dividends declared per common share and common unit ($0.425 per share/unit)
 
 
 
 
 
 
(44,075
)
 
(44,075
)
 
(879
)
 
(44,954
)
BALANCE AS OF MARCH 31, 2018
98,839,708

 
$
988

 
$
3,816,385

 
$
(130,514
)
 
$
3,686,859

 
$
260,613

 
$
3,947,472









See accompanying notes to consolidated financial statements.

3


KILROY REALTY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)
 
 
Three Months Ended March 31,
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
40,971

 
$
37,281

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization of real estate assets and leasing costs
61,677

 
59,734

Depreciation of non-real estate furniture, fixtures and equipment
1,038

 
1,185

(Decrease) increase in provision for bad debts
(265
)
 
1,298

Non-cash amortization of share-based compensation awards
3,598

 
4,134

Non-cash amortization of deferred financing costs and debt discounts and premiums
315

 
738

Non-cash amortization of net below market rents
(2,543
)
 
(2,412
)
Gain on sale of depreciable operating properties

 
(2,257
)
Non-cash amortization of deferred revenue related to tenant-funded tenant improvements
(4,281
)
 
(3,695
)
Straight-line rents
(5,359
)
 
(7,611
)
Net change in other operating assets
(4,640
)
 
(1,811
)
Net change in other operating liabilities
3,598

 
9,791

Net cash provided by operating activities
94,109

 
96,375

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Expenditures for development properties and undeveloped land
(111,424
)
 
(67,957
)
Expenditures for acquisition of operating properties (Note 2)
(111,029
)
 

Expenditures for operating properties
(35,302
)
 
(21,446
)
Net proceeds received from dispositions

 
11,865

Net increase in acquisition-related deposits
(5,000
)
 
(8,850
)
Proceeds received from repayment of note receivable (Note 3)
15,100

 

Net cash used in investing activities
(247,655
)
 
(86,388
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Borrowings on unsecured revolving credit facility (Note 5)
90,000

 

Repayments on unsecured revolving credit facility (Note 5)
(10,000
)
 

Borrowings on unsecured debt (Note 5)
120,000

 

Principal payments on secured debt
(878
)
 
(2,705
)
Proceeds from the issuance of unsecured debt

 
250,000

Financing costs
(460
)
 
(1,866
)
Net proceeds from issuance of common stock

 
308,849

Redemption of Series G Preferred stock

 
(100,000
)
Repurchase of common stock and restricted stock units
(13,642
)
 
(11,014
)
Proceeds from exercise of stock options

 
8,522

Distributions to noncontrolling interests in consolidated property partnerships
(2,170
)
 
(4,728
)
Contributions from noncontrolling interests in consolidated property partnerships

 
250

Dividends and distributions paid to common stockholders and common unitholders
(43,033
)
 
(217,643
)
Dividends and distributions paid to preferred stockholders and preferred unitholders

 
(4,191
)
Net cash provided by financing activities
139,817

 
225,474

Net (decrease) increase in cash and cash equivalents and restricted cash
(13,729
)
 
235,461

Cash and cash equivalents and restricted cash, beginning of period
66,798

 
250,129

Cash and cash equivalents and restricted cash, end of period
$
53,069

 
$
485,590










See accompanying notes to consolidated financial statements.

4





ITEM 1: FINANCIAL STATEMENTS (UNAUDITED) OF KILROY REALTY, L.P.

KILROY REALTY, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
 
 
March 31, 2018
 
December 31, 2017
ASSETS 
(unaudited)
 
 
REAL ESTATE ASSETS (Note 2):
 
 
 
Land and improvements
$
1,127,100

 
$
1,076,172

Buildings and improvements
4,987,617

 
4,908,797

Undeveloped land and construction in progress
1,530,949

 
1,432,808

Total real estate assets held for investment
7,645,666

 
7,417,777

Accumulated depreciation and amortization
(1,312,612
)
 
(1,264,162
)
Total real estate assets held for investment, net
6,333,054

 
6,153,615

CASH AND CASH EQUIVALENTS
53,069

 
57,649

RESTRICTED CASH

 
9,149

MARKETABLE SECURITIES (Note 11)
21,572

 
20,674

CURRENT RECEIVABLES, NET (Note 3)
17,602

 
16,926

DEFERRED RENT RECEIVABLES, NET (Note 3)
251,744

 
246,391

DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET
181,567

 
183,728

PREPAID EXPENSES AND OTHER ASSETS, NET (Note 4)
107,324

 
114,706

TOTAL ASSETS
$
6,965,932

 
$
6,802,838

LIABILITIES AND CAPITAL
 
 
 
LIABILITIES:
 
 
 
Secured debt, net (Notes 5 and 11)
$
339,501

 
$
340,800

Unsecured debt, net (Notes 5 and 11)
2,155,794

 
2,006,263

Unsecured line of credit (Notes 5 and 11)
50,000

 

Accounts payable, accrued expenses and other liabilities
223,973

 
249,637

Accrued distributions (Note 16)
43,512

 
43,448

Deferred revenue and acquisition-related intangible liabilities, net
149,563

 
145,890

Rents received in advance and tenant security deposits
56,117

 
56,484

Total liabilities
3,018,460

 
2,842,522

COMMITMENTS AND CONTINGENCIES (Note 10)

 

CAPITAL:
 
 
 
Common units, 98,839,708 and 98,620,333 held by the general partner and 2,070,690 and 2,077,193
held by common limited partners issued and outstanding, respectively (Note 8)
3,759,196


3,773,941

Noncontrolling interests in consolidated property partnerships and subsidiaries (Note 1)
188,276


186,375

Total capital
3,947,472


3,960,316

TOTAL LIABILITIES AND CAPITAL
$
6,965,932


$
6,802,838















See accompanying notes to consolidated financial statements.

5


KILROY REALTY, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except unit and per unit data)

 
Three Months Ended March 31,
 
2018
 
2017
REVENUES
 
 
 
Rental income
$
162,871

 
$
156,648

Tenant reimbursements
19,150

 
19,296

Other property income
801

 
3,364

Total revenues
182,822

 
179,308

EXPENSES
 
 
 
Property expenses
31,671

 
31,241

Real estate taxes
17,146

 
17,964

Provision for bad debts
(265
)
 
1,298

Ground leases
1,561

 
1,642

General and administrative expenses
15,559

 
14,933

Depreciation and amortization
62,715

 
60,919

Total expenses
128,387

 
127,997

OTHER (EXPENSES) INCOME
 
 
 
Interest income and other net investment gain/loss (Note 11)
34

 
1,065

Interest expense (Note 5)
(13,498
)
 
(17,352
)
Total other (expenses) income
(13,464
)
 
(16,287
)
INCOME FROM OPERATIONS BEFORE GAINS ON SALES OF REAL ESTATE
40,971

 
35,024

Gains on sales of depreciable operating properties

 
2,257

NET INCOME
40,971

 
37,281

Net income attributable to noncontrolling interests in consolidated property partnerships and subsidiaries
(4,078
)
 
(3,227
)
NET INCOME ATTRIBUTABLE TO KILROY REALTY, L.P.
36,893

 
34,054

Preferred distributions

 
(3,351
)
Original issuance costs of redeemed preferred units

 
(3,845
)
Total preferred distributions

 
(7,196
)
NET INCOME AVAILABLE TO COMMON UNITHOLDERS
$
36,893

 
$
26,858

Net income available to common unitholders per unit – basic (Note 13)
$
0.36

 
$
0.26

Net income available to common unitholders per unit – diluted (Note 13)
$
0.36

 
$
0.26

Weighted average common units outstanding – basic (Note 13)
100,815,477

 
99,691,684

Weighted average common units outstanding – diluted (Note 13)
101,284,867

 
100,321,704

Dividends declared per common unit
$
0.425

 
$
0.375




















See accompanying notes to consolidated financial statements.

6


KILROY REALTY, L.P.
CONSOLIDATED STATEMENTS OF CAPITAL
(Unaudited; in thousands, except unit and per unit data)
 
 
Partners’ Capital
 
Total
Partners’ 
Capital
 
Noncontrolling Interests in Consolidated Property Partnerships and Subsidiaries
 
 
 
Preferred
Units
 
Number of
Common
Units
 
Common
Units
 
 
 
Total
Capital
BALANCE AS OF DECEMBER 31, 2016
$
192,411

 
95,600,982

 
$
3,431,768

 
$
3,624,179

 
$
135,138

 
$
3,759,317

Net income
 
 
 
 
34,054

 
34,054

 
3,227

 
37,281

Redemption of Series G Preferred units
(96,155
)
 
 
 
(3,845
)
 
(100,000
)
 
 
 
(100,000
)
Issuance of common units
 
 
4,427,500

 
308,849

 
308,849

 
 
 
308,849

Issuance of share-based compensation awards
 
 
 
 
4,164

 
4,164

 
 
 
4,164

Non-cash amortization of share-based compensation
 
 
 
 
6,169

 
6,169

 
 
 
6,169

Exercise of stock options
 
 
200,000

 
8,522

 
8,522

 
 
 
8,522

Settlement of restricted stock units
 
 
257,824

 

 

 
 
 

Repurchase of common units, stock options and restricted stock units
 
 
(134,065
)
 
(11,014
)
 
(11,014
)
 
 
 
(11,014
)
Contributions from noncontrolling interests in consolidated property partnerships
 
 
 
 

 

 
250

 
250

Distributions to noncontrolling interests in consolidated
property partnerships
 
 
 
 
 
 


 
(4,728
)
 
(4,728
)
Preferred distributions
 
 
 
 
(3,351
)
 
(3,351
)
 
 
 
(3,351
)
Distributions declared per common unit ($0.375 per unit)
 
 
 
 
(39,318
)
 
(39,318
)
 
 
 
(39,318
)
BALANCE AS OF MARCH 31, 2017
$
96,256

 
100,352,241

 
$
3,735,998

 
$
3,832,254

 
$
133,887

 
$
3,966,141

 
 
 
 
 
 
 
 
 
 
 
 




 
Partners’ Capital
 
Noncontrolling Interests in Consolidated Property Partnerships and Subsidiaries
 
 
 
Number of
Common
Units
 
Common
Units
 
Total
Capital
BALANCE AS OF DECEMBER 31, 2017
100,697,526

 
$
3,773,941

 
$
186,375

 
$
3,960,316

Net income
 
 
36,893

 
4,078

 
40,971

Issuance of share-based compensation awards
 
 
1,864

 
 
 
1,864

Non-cash amortization of share-based compensation
 
 
5,094

 
 
 
5,094

Settlement of restricted stock units
405,067

 

 
 
 

Repurchase of common units, stock options and restricted stock units
(192,195
)
 
(13,642
)
 
 
 
(13,642
)
Distributions to noncontrolling interests in consolidated property partnerships
 
 
 
 
(2,177
)
 
(2,177
)
Distributions declared per common unit ($0.425 per unit)
 
 
(44,954
)
 
 
 
(44,954
)
BALANCE AS OF MARCH 31, 2018
100,910,398

 
$
3,759,196

 
$
188,276

 
$
3,947,472
















See accompanying notes to consolidated financial statements.

7


KILROY REALTY, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)

 
Three Months Ended March 31,
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
40,971

 
$
37,281

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization of real estate assets and leasing costs
61,677

 
59,734

Depreciation of non-real estate furniture, fixtures and equipment
1,038

 
1,185

(Decrease) increase in provision for bad debts
(265
)
 
1,298

Non-cash amortization of share-based compensation awards
3,598

 
4,134

Non-cash amortization of deferred financing costs and debt discounts and premiums
315

 
738

Non-cash amortization of net below market rents
(2,543
)
 
(2,412
)
Gain on sale of depreciable operating properties

 
(2,257
)
Non-cash amortization of deferred revenue related to tenant-funded tenant improvements
(4,281
)
 
(3,695
)
Straight-line rents
(5,359
)
 
(7,611
)
Net change in other operating assets
(4,640
)
 
(1,811
)
Net change in other operating liabilities
3,598

 
9,791

Net cash provided by operating activities
94,109

 
96,375

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Expenditures for development properties and undeveloped land
(111,424
)
 
(67,957
)
Expenditures for acquisition of operating properties (Note 2)
(111,029
)
 

Expenditures for operating properties
(35,302
)
 
(21,446
)
Net proceeds received from dispositions

 
11,865

Net increase in acquisition-related deposits
(5,000
)
 
(8,850
)
Proceeds received from repayment of note receivable (Note 3)
15,100

 

Net cash used in investing activities
(247,655
)
 
(86,388
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Borrowings on unsecured revolving credit facility (Note 5)
90,000

 

Repayments on unsecured revolving credit facility (Note 5)
(10,000
)
 

Borrowings on unsecured debt (Note 5)
120,000

 

Principal payments on secured debt
(878
)
 
(2,705
)
Proceeds from the issuance of unsecured debt

 
250,000

Financing costs
(460
)
 
(1,866
)
Net proceeds from issuance of common units

 
308,849

Redemption of Series G Preferred units

 
(100,000
)
Repurchase of common units and restricted stock units
(13,642
)
 
(11,014
)
Proceeds from exercise of stock options

 
8,522

Distributions to noncontrolling interests in consolidated property partnerships
(2,170
)
 
(4,728
)
Contributions from noncontrolling interests in consolidated property partnerships

 
250

Distributions paid to common unitholders
(43,033
)
 
(217,643
)
Distributions paid to preferred unitholders

 
(4,191
)
Net cash provided by financing activities
139,817

 
225,474

Net (decrease) increase in cash and cash equivalents and restricted cash
(13,729
)
 
235,461

Cash and cash equivalents and restricted cash, beginning of period
66,798

 
250,129

Cash and cash equivalents and restricted cash, end of period
$
53,069

 
$
485,590

 








See accompanying notes to consolidated financial statements.

8


KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    Organization, Ownership and Basis of Presentation

Organization and Ownership

Kilroy Realty Corporation (the “Company”) is a self-administered real estate investment trust (“REIT”) active in premier office and mixed-use submarkets along the West Coast. We own, develop, acquire and manage real estate assets, consisting primarily of Class A properties in the coastal regions of Greater Los Angeles, Orange County, San Diego County, the San Francisco Bay Area and Greater Seattle, which we believe have strategic advantages and strong barriers to entry. Class A real estate encompasses attractive and efficient buildings of high quality that are attractive to tenants, are well-designed and constructed with above-average material, workmanship and finishes and are well-maintained and managed. We qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “KRC.”

We own our interests in all of our real estate assets through Kilroy Realty, L.P. (the “Operating Partnership”) and Kilroy Realty Finance Partnership, L.P. (the “Finance Partnership”). We generally conduct substantially all of our operations through the Operating Partnership. Unless stated otherwise or the context indicates otherwise, the terms “Kilroy Realty Corporation” or the “Company,” “we,” “our,” and “us” refer to Kilroy Realty Corporation and its consolidated subsidiaries and the term “Operating Partnership” refers to Kilroy Realty, L.P. and its consolidated subsidiaries. The descriptions of our business, employees and properties apply to both the Company and the Operating Partnership.

Our stabilized portfolio of operating properties was comprised of the following properties at March 31, 2018:

 
Number of
Buildings
 
Rentable
Square Feet
(unaudited)
 
Number of
Tenants
 
Percentage 
Occupied (unaudited)
 
Percentage Leased (unaudited)
Stabilized Office Properties
104

 
13,866,127

 
515

 
94.3
%
 
96.7
%

 
Number of
Buildings
 
Number of
Units
 
2018 Average Occupancy
(unaudited)
Stabilized Residential Property
1

 
200

 
83.0
%

Our stabilized portfolio includes all of our properties with the exception of development and redevelopment properties currently under construction or committed for construction, “lease-up” properties, real estate assets held for sale and undeveloped land. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs on the existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property. We define “lease-up” properties as office and retail properties we recently developed or redeveloped that have not yet reached 95% occupancy and are within one year following cessation of major construction activities. There were no operating properties in “lease-up” or held for sale as of March 31, 2018.

As of March 31, 2018, the following properties were excluded from our stabilized portfolio. We did not have any redevelopment properties at March 31, 2018.

 
Number of
Properties/Projects
 
Estimated Rentable
Square Feet (1)
Development projects under construction (2)
5
 
2,106,000

________________________
(1)
Estimated rentable square feet upon completion.
(2)
Includes 86,000 square feet of Production, Distribution, and Repair (“PDR”) space. In addition to the estimated office rentable square feet noted above, development projects under construction also include 120,000 square feet of retail space and 237 residential units.

Our stabilized portfolio also excludes our future development pipeline, which as of March 31, 2018 was comprised of six potential development sites, representing approximately 46 gross acres of undeveloped land.

As of March 31, 2018, all of our properties and development projects were owned and all of our business was conducted in the state of California with the exception of twelve office properties and one development project under construction located in

9

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




the state of Washington. All of our properties and development projects are 100% owned, excluding four office properties owned by three consolidated property partnerships and an office project held by a consolidated variable interest entity for future transactions intended to qualify as like-kind exchanges pursuant to Section 1031 of the Code (“Section 1031 Exchanges”).

Two of the three property partnerships, 100 First Street Member, LLC (“100 First LLC”) and 303 Second Street Member, LLC (“303 Second LLC”), each owned one office property in San Francisco, California through subsidiary REITs. As of March 31, 2018, the Company owned a 56% common equity interest in both 100 First LLC and 303 Second LLC. The third property partnership, Redwood City Partners, LLC (“Redwood LLC”) owned two office properties in Redwood City, California. As of March 31, 2018, the Company owned an approximate 93% common equity interest in Redwood LLC. The remaining interests in all three property partnerships were owned by unrelated third parties.

Ownership and Basis of Presentation

The consolidated financial statements of the Company include the consolidated financial position and results of operations of the Company, the Operating Partnership, the Finance Partnership, Kilroy Services, LLC (“KSLLC”), 303 Second LLC, 100 First LLC, Redwood LLC and all of our wholly-owned and controlled subsidiaries. The consolidated financial statements of the Operating Partnership include the consolidated financial position and results of operations of the Operating Partnership, the Finance Partnership, KSLLC, 303 Second LLC, 100 First LLC, Redwood LLC and all of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements.

As of March 31, 2018, the Company owned an approximate 97.9% common general partnership interest in the Operating Partnership. The remaining approximate 2.1% common limited partnership interest in the Operating Partnership as of March 31, 2018 was owned by non-affiliated investors and certain of our executive officers and directors. Both the general and limited common partnership interests in the Operating Partnership are denominated in common units. Generally, the number of common units held by the Company is equivalent to the number of outstanding shares of the Company’s common stock, and the rights of all the common units to quarterly distributions and payments in liquidation mirror those of the Company’s common stockholders. The common limited partners have certain redemption rights as provided in the Operating Partnership’s Seventh Amended and Restated Agreement of Limited Partnership, as amended, the “Partnership Agreement.”

Kilroy Realty Finance, Inc., which is a wholly-owned subsidiary of the Company, is the sole general partner of the Finance Partnership and owns a 1.0% common general partnership interest in the Finance Partnership. The Operating Partnership owns the remaining 99.0% common limited partnership interest. With the exception of the Operating Partnership and our consolidated property partnerships, all of our subsidiaries are wholly-owned.

The accompanying interim financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements reflect all adjustments of a normal and recurring nature that are considered necessary for a fair presentation of the results for the interim periods presented. However, the results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The interim financial statements for the Company and the Operating Partnership should be read in conjunction with the audited consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2017.

Variable Interest Entities
The Operating Partnership is a variable interest entity (“VIE”) of the Company as the Operating Partnership is a limited partnership in which the common limited partners do not have substantive kick-out or participating rights. At March 31, 2018, the consolidated financial statements of the Company included three VIEs in addition to the Operating Partnership: 100 First LLC, 303 Second LLC, and an entity established during the first quarter of 2018 to facilitate potential future Section 1031 Exchanges. At March 31, 2018, the Company and the Operating Partnership were determined to be the primary beneficiaries of these three VIEs since we had the ability to control the activities that most significantly impact each of the VIE’s economic performance. As of March 31, 2018, the three VIEs’ total assets, liabilities and noncontrolling interests included on our consolidated balance sheet were approximately $543.5 million (of which $489.4 million related to real estate held for investment), approximately $31.5 million and approximately $177.2 million, respectively. Revenues, income and net assets generated by 100 First LLC and 303 Second LLC may only be used to settle their contractual obligations, which primarily consist of operating expenses, capital expenditures and required distributions.

10

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)





At December 31, 2017, the consolidated financial statements of the Company and the Operating Partnership included two VIEs in which we were deemed to be the primary beneficiary: 100 First LLC and 303 Second LLC. At December 31, 2017, the impact of consolidating the VIEs increased the Company’s total assets, liabilities and noncontrolling interests on our consolidated balance sheet by approximately $426.5 million (of which $382.1 million related to real estate held for investment), approximately $27.3 million and approximately $175.4 million, respectively.
Accounting Pronouncements Adopted January 1, 2018    
Effective January 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) ASU No. 2014-09 “Revenue From Contracts with Customers (Topic 606)” (“ASU 2014-09”) and the related FASB ASU Nos. 2016-12 and 2016-20, which provide practical expedients, technical corrections, and improvements for certain aspects of ASU 2014-09, on a modified retrospective basis. ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue from contracts with customers and supersedes most of the existing revenue recognition guidance.
We evaluated each of the Company’s revenue streams to determine the sources of revenue that are impacted by ASU 2014-09 and concluded that two revenue streams, sales of real estate and revenue from our multi-tenant parking arrangements, fall within the scope of Topic 606. We evaluated the impact of the adoption of the guidance on the timing of gain recognition for our historical dispositions and concluded there was no impact to our consolidated financial statements given the simplicity and straight forward nature of our historical disposition transactions. We also evaluated the impact of the guidance on the timing and pattern of revenue recognition for our multi-tenant parking arrangements and determined there was no impact to our consolidated financial statements. We generally provide parking for our multi-tenant properties based on the prevailing market rate per parking space, which adjusts based on prevailing market rates during the tenant’s occupancy, and we recognize parking revenue as parking spaces are utilized by the tenant. Given the structure of these arrangements whereby the amount of parking revenue we recognize corresponds directly to the tenant’s use, we were able to apply the practical expedient provided in Accounting Standards Codification (“ASC”) 606-10-50-14(b) (the “right to invoice” practical expedient). As a result of applying this practical expedient, we are not required to disclose the transaction price allocated to future performance obligations for multi-tenant parking since we cannot predict or estimate the use of such parking spaces. During the three months ended March 31, 2018 and 2017, we recognized $6.6 million and $6.7 million, respectively, of parking revenue for arrangements that are within the scope of Topic 606, which is included in rental revenues on our consolidated statements of operations. We concluded that the adoption of Topic 606 did not have an impact on our consolidated financial statements or a material impact on the notes to our consolidated financial statements.
Effective January 1, 2018, we adopted FASB ASU No. 2017-09 “Compensation - Stock Compensation (Topic 718)” on a prospective basis. Under the guidance, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions, and classification as an equity or liability instrument remain the same immediately before and after the change. The adoption of this guidance did not have an impact on our consolidated financial statements or notes to our consolidated financial statements.

Effective January 1, 2018, we adopted FASB ASU No. 2017-05 “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)” (“ASU 2017-05”) on a retrospective basis. This standard clarifies the scope of the original guidance within Subtopic 610-20 “Gains and Losses from the Derecognition of Nonfinancial Assets” that was issued in connection with ASU 2014-09 which provided guidance for recognizing gains and losses from the transfer of nonfinancial assets in transactions with noncustomers. Additionally, ASU 2017-05 adds guidance pertaining to the partial sales of real estate and clarifies that nonfinancial assets within the scope of ASC 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. We evaluated the impact of the new amendments on our historical transactions and concluded that there was no impact. As such, the adoption of this guidance did not have an impact on our consolidated financial statements or notes to our consolidated financial statements.

Effective January 1, 2018, we adopted FASB ASU No. 2016-15 (“ASU 2016-15”) which provides guidance where there is diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows, on a retrospective basis. The adoption of this guidance did not have an impact on our consolidated financial statements or notes to our consolidated financial statements.
Effective January 1, 2018, we adopted FASB ASU No. 2016-01 (“ASU 2016-01”) which amends the accounting guidance on the classification and measurement of financial instruments and FASB ASU No. 2018-03 (“ASU 2018-03”) which provides technical corrections and improvements to ASU 2016-01, on a modified retrospective basis. The amendments require that all investments in equity securities, including other ownership interests, are reported at fair value with changes in fair value reported

11

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




in net income. This requirement does not apply to investments that qualify for equity method accounting or to those that result in consolidation of the investee or for which the entity has elected the predictability exception to fair value measurement. Additionally, the amendments require that the portion of the total fair value change caused by a change in instrument-specific credit risk for financial liabilities for which the fair value option has been elected would be recognized in other comprehensive income. Any accumulated amount remaining in other comprehensive income is reclassified to earnings when the liability is extinguished. The adoption of this guidance did not have an impact on our consolidated financial statements or notes to our consolidated financial statements since our only financial instruments within the scope of ASU 2016-01 and 2018-03 are the marketable securities related to our deferred compensation plan which are classified as trading securities and marked to market at fair value through earnings each reporting period.
Accounting Pronouncements Effective January 1, 2019

ASU No. 2016-02 “Leases (Topic 842)”

On February 25, 2016, the FASB issued ASU No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. We continue to have an active project team, led by senior accounting management, that is proactively working to analyze and evaluate the impact of the guidance on our consolidated financial statements.
In January 2018, the FASB released an exposure draft to amend ASU No. 2016-02 that would (1) simplify transition requirements for both lessees and lessors by adding an option that would permit an organization to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in its financial statements and (2) provide a practical expedient for lessors that would permit lessors to make an accounting policy election to not separate nonlease components from the associated lease components if certain criteria are met.
In March 2018, the FASB decided to finalize the changes with respect to optional transition relief and approved a practical expedient for lessors that would permit lessors to make an accounting policy election to not separate nonlease components from the associated lease components, by class of underlying asset, if the following two criteria are met: (1) the timing and pattern of transfer of the lease and nonlease components are the same and (2) the lease component would be classified as an operating lease if accounted for separately. For leases where we are the lessor, we currently believe that we will elect the optional transition relief and that we will meet the noted criteria to not be required to bifurcate and separately report nonlease components, such as common area maintenance revenue, for operating leases on our consolidated statements of operations. As a result, we currently believe that leases where we are the lessor will be accounted for in a similar method to existing standards with the underlying leased asset being reported and recognized as a real estate asset. The FASB is expected to issue an Accounting Standards Update codifying these changes in the coming months. We currently expect to adopt ASU 2016-02 using the practical expedients proposed in the standard and the changes approved by the FASB.
ASU 2016-02 also specifies that upon adoption, lessors will no longer be able to capitalize and amortize certain leasing related costs and instead will only be permitted to capitalize and amortize incremental direct leasing costs. As a result, we have concluded that upon the adoption of the standard, we will be required to expense as incurred certain leasing costs we are currently able to capitalize and amortize as deferred leasing costs under existing guidance. We are currently in the process of analyzing the impact of this change in the guidance and we currently believe this change will have a material impact to the Company’s consolidated financial statements and results of operations upon adoption of the standard.
For leases where we are the lessee, specifically for our ground leases, we currently believe that the adoption of the standard will significantly change the accounting on our consolidated balance sheets since both existing ground leases and any future ground leases will be required to be recorded on the Company’s consolidated balance sheets as an obligation of the Company. We currently believe that existing ground leases executed before the January 1, 2019 adoption date will continue to be accounted for as operating leases and the new guidance will not have a material impact on our recognition of ground lease expense or our results of operations. However, we believe that we will be required to recognize a right of use asset and a lease liability on our consolidated balance sheets equal to the present value of the minimum lease payments required in accordance with each ground lease. As of March 31, 2018, our future undiscounted minimum rental payments under these leases totaled $250.2 million, with several of the leases

12

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




containing provisions for rental payments to fluctuate based on fair market value and operating income measurements with expirations through 2093. In addition, we currently believe that for new ground leases entered into after the adoption date of the new standard, such leases could be required to be accounted for as financing type leases, resulting in ground lease expense recorded using the effective interest method instead of on a straight-line basis over the term of the lease. This could have a significant impact on our results of operations if we enter into material new ground leases after the date of adoption since ground lease expense calculated using the effective interest method results in an increased amount of ground lease expense in the earlier years of a ground lease as compared to the current straight-line method.
Accounting Pronouncements Effective in 2020 and Beyond

ASU No. 2016-13 “Financial Instruments - Credit Losses (Topic 326)”

On June 16, 2016, the FASB issued ASU No. 2016-13 (“ASU 2016-13”) to amend the accounting for credit losses for certain financial instruments. Under the new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses.  ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not currently anticipate that the guidance will have a material impact on our consolidated financial statements or notes to our consolidated financial statements.
2.    Acquisitions

Operating Property Acquisitions

During the three months ended March 31, 2018, we acquired the three operating properties listed below from an unrelated third party. The acquisition was funded with proceeds from the Company’s unsecured revolving credit facility and unsecured term loan facility.
Property
 
Date of Acquisition
 
Number of Buildings
 
Rentable Square Feet (unaudited)
 
Purchase Price (in millions) (1)
345, 347 & 349 Oyster Point Boulevard, South San Francisco, CA
 
January 31, 2018
 
3
 
145,530

 
$
111.0

________________________ 
(1)
Excludes acquisition-related costs.

The related assets, liabilities and results of operations of the acquired property are included in the consolidated financial statements as of the date of acquisition. The following table summarizes the assets acquired and liabilities assumed as of the date of acquisition, excluding acquisition-related costs:

 
Total 2018 Operating Property Acquisitions
 
 
Assets
 
Land and improvements
$
50,928

Buildings and improvements (1)
59,123

Deferred leasing costs and acquisition-related intangible assets (2)
4,470

Total assets acquired
114,521

Liabilities
 
Deferred revenue and acquisition-related intangible liabilities (3)
3,521

Total liabilities assumed
3,521

Net assets and liabilities acquired
$
111,000

________________________ 
(1)
Represents buildings, building improvements and tenant improvements.
(2)
Represents in-place leases (approximately $3.8 million with a weighted average amortization period of 2.6 years) and leasing commissions (approximately $0.7 million with a weighted average amortization period of 3.5 years).
(3)
Represents below-market leases (approximately $3.5 million with a weighted average amortization period of 9.8 years).


13

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




3.    Receivables

Current Receivables, net

Current receivables, net consisted of the following as of March 31, 2018 and December 31, 2017:

 
March 31, 2018
 
December 31, 2017
 
(in thousands)
Current receivables
$
19,630

 
$
19,235

Allowance for uncollectible tenant receivables
(2,028
)
 
(2,309
)
Current receivables, net
$
17,602

 
$
16,926


Deferred Rent Receivables, net

Deferred rent receivables, net consisted of the following as of March 31, 2018 and December 31, 2017:

 
March 31, 2018
 
December 31, 2017
 
(in thousands)
Deferred rent receivables
$
254,969

 
$
249,629

Allowance for deferred rent receivables
(3,225
)
 
(3,238
)
Deferred rent receivables, net
$
251,744

 
$
246,391


4.    Prepaid Expenses and Other Assets, Net

Prepaid expenses and other assets, net consisted of the following at March 31, 2018 and December 31, 2017:
 
March 31, 2018
 
December 31, 2017
 
(in thousands)
Furniture, fixtures and other long-lived assets, net
$
38,541

 
$
39,686

Note receivable (1)
4,867

 
19,912

Prepaid expenses & acquisition deposits
63,916

 
55,108

Total prepaid expenses and other assets, net
$
107,324

 
$
114,706

________________________ 
(1)
During the three months ended March 31, 2018, a note receivable with a balance of $15.1 million was repaid to the Company.

5.    Secured and Unsecured Debt of the Operating Partnership

The Company generally guarantees all of the Operating Partnership’s unsecured debt obligations including the unsecured revolving credit facility, the unsecured term loan facility and all of the unsecured senior notes.

Unsecured Revolving Credit Facility and Term Loan Facility

The following table summarizes the balance and terms of our unsecured revolving credit facility as of March 31, 2018 and December 31, 2017:

 
March 31, 2018
 
December 31, 2017
 
(in thousands)
Outstanding borrowings
$
50,000

 
$

Remaining borrowing capacity
700,000

 
750,000

Total borrowing capacity (1)
$
750,000

 
$
750,000

Interest rate (2)
2.72
%
 
2.56
%
Facility fee-annual rate (3)
0.200%
Maturity date
July 2022

14

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




________________________
(1)
We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $600.0 million under an accordion feature under the terms of the unsecured revolving credit facility and unsecured term loan facility.
(2)
Our unsecured revolving credit facility interest rate was calculated based on an annual rate of LIBOR plus 1.000% as of March 31, 2018 and December 31, 2017.
(3)
Our facility fee is paid on a quarterly basis and is calculated based on the total borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs. As of March 31, 2018 and December 31, 2017, $5.7 million and $6.0 million of unamortized deferred financing costs, respectively, which are included in prepaid expenses and other assets, net on our consolidated balance sheets, remained to be amortized through the maturity date of our unsecured revolving credit facility.

The Company intends to borrow under the unsecured revolving credit facility from time to time for general corporate purposes, to finance development and redevelopment expenditures, to fund potential acquisitions and to potentially repay long-term debt.

During the three months ended March 31, 2018, we borrowed the full $150.0 million borrowing capacity of our unsecured term loan facility. In connection with the funding of the outstanding borrowings, we transferred $30.0 million of outstanding borrowings under the unsecured revolving credit facility to the balance of our unsecured term loan facility. As a result, only $120.0 million of cash proceeds were received from the funding of the unsecured term loan facility. The following table summarizes the balance and terms of our unsecured term loan facility as of March 31, 2018 and December 31, 2017:

 
March 31, 2018
 
December 31, 2017
 
(in thousands)
Outstanding borrowings
$
150,000

 
$

Remaining borrowing capacity

 
150,000

Total borrowing capacity (1)(2)
$
150,000

 
$
150,000

Interest rate (3)
2.90
%
 
2.66
%
Undrawn facility fee-annual rate (4)
0.200%
Maturity date
July 2022
________________________
(1)
In July 2017, the Facility was amended to include a 12-month delayed draw option on the unsecured term loan facility. The Company may repay amounts under the unsecured term loan facility through July 2018, however, no additional draws may be made.
(2)
As of March 31, 2018 and December 31, 2017, $1.1 million and $1.2 million of unamortized deferred financing costs, respectively, remained to be amortized through the maturity date of our unsecured term loan facility.
(3)
Our unsecured term loan facility interest rate was calculated based on an annual rate of LIBOR plus 1.100% as of March 31, 2018 and December 31, 2017.
(4)
Prior to borrowing the full capacity of our unsecured term loan facility, the undrawn facility fee was calculated based on any unused borrowing capacity and was paid on a quarterly basis.

Debt Covenants and Restrictions

The unsecured revolving credit facility, unsecured term loan facility, unsecured senior notes, and certain other secured debt arrangements contain covenants and restrictions requiring us to meet certain financial ratios and reporting requirements. Some of the more restrictive financial covenants include a maximum ratio of total debt to total asset value, a minimum fixed-charge coverage ratio, a minimum unsecured debt ratio and a minimum unencumbered asset pool debt service coverage ratio. Noncompliance with one or more of the covenants and restrictions could result in the full principal balance of the associated debt becoming immediately due and payable. We believe we were in compliance with all of our debt covenants as of March 31, 2018.

Debt Maturities

The following table summarizes the stated debt maturities and scheduled amortization payments of our issued and outstanding debt, excluding unamortized debt discounts, premiums and deferred financing costs, as of March 31, 2018:

Year
(in thousands) 
Remaining 2018
$
2,706

2019
76,309

2020
255,137

2021
5,342

2022
205,554

Thereafter
2,018,469

Total (1)
$
2,563,517

________________________ 
(1)
Includes gross principal balance of outstanding debt before the effect of the following at March 31, 2018: $14.3 million of unamortized deferred financing costs for the unsecured term loan facility, unsecured senior notes and secured debt, $6.1 million of unamortized discounts for the unsecured senior notes and $2.1 million of unamortized premiums for the secured debt.


15

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




Capitalized Interest and Loan Fees

The following table sets forth gross interest expense, including debt discount/premium and deferred financing cost amortization, net of capitalized interest, for the three months ended March 31, 2018 and 2017. The interest expense capitalized was recorded as a cost of development and increased the carrying value of undeveloped land and construction in progress.

 
Three Months Ended March 31,
 
2018
 
2017
 
(in thousands)
Gross interest expense
$
27,080

 
$
27,515

Capitalized interest and deferred financing costs
(13,582
)
 
(10,163
)
Interest expense
$
13,498

 
$
17,352


6.    Stockholders’ Equity of the Company

At-The-Market Stock Offering Program

Under our current at-the-market stock offering program, which commenced in December 2014, we may offer and sell shares of our common stock having an aggregate gross sales price of up to $300.0 million from time to time in “at-the-market” offerings. No shares of common stock were sold under this program during the three months ended March 31, 2018. Since commencement of the program through March 31, 2018, we have sold 2,694,242 shares of common stock having an aggregate gross sales price of $200.1 million. As of March 31, 2018, shares of common stock having an aggregate gross sales price of up to $99.9 million remain available to be sold under this program. Actual future sales will depend upon a variety of factors, including but not limited to market conditions, the trading price of the Company’s common stock and our capital needs. We have no obligation to sell the remaining shares available for sale under this program.

7.    Noncontrolling Interests on the Company’s Consolidated Financial Statements

Common Units of the Operating Partnership

The Company owned an approximate 97.9% common general partnership interest in the Operating Partnership as of March 31, 2018, December 31, 2017 and March 31, 2017, respectively. The remaining approximate 2.1% common limited partnership interest as of March 31, 2018, December 31, 2017 and March 31, 2017, respectively, was owned by non-affiliated investors and certain of our executive officers and directors in the form of noncontrolling common units. There were 2,070,690, 2,077,193 and 2,077,193 common units outstanding held by these investors, executive officers and directors as of March 31, 2018, December 31, 2017 and March 31, 2017, respectively.

The noncontrolling common units may be redeemed by unitholders for cash. Except under certain circumstances, we, at our option, may satisfy the cash redemption obligation with shares of the Company’s common stock on a one-for-one basis. If satisfied in cash, the value for each noncontrolling common unit upon redemption is the amount equal to the average of the closing quoted price per share of the Company’s common stock, par value $.01 per share, as reported on the NYSE for the ten trading days immediately preceding the applicable redemption date. The aggregate value upon redemption of the then-outstanding noncontrolling common units was $146.1 million and $154.5 million as of March 31, 2018 and December 31, 2017, respectively. This redemption value does not necessarily represent the amount that would be distributed with respect to each noncontrolling common unit in the event of our termination or liquidation. In the event of our termination or liquidation, it is expected in most cases that each common unit would be entitled to a liquidating distribution equal to the liquidating distribution payable in respect of each share of the Company’s common stock.


16

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




8.    Partners’ Capital of the Operating Partnership

Common Units Outstanding

The following table sets forth the number of common units held by the Company and the number of common units held by non-affiliated investors and certain of our executive officers and directors in the form of noncontrolling common units as well as the ownership interest held on each respective date:

 
March 31, 2018
 
December 31, 2017
 
March 31, 2017
Company owned common units in the Operating Partnership
98,839,708

 
98,620,333

 
98,275,048

Company owned general partnership interest
97.9
%
 
97.9
%
 
97.9
%
Noncontrolling common units of the Operating Partnership
2,070,690

 
2,077,193

 
2,077,193

Ownership interest of noncontrolling interest
2.1
%
 
2.1
%
 
2.1
%

For further discussion of the noncontrolling common units as of March 31, 2018 and December 31, 2017, refer to Note 7.

9.    Share-Based Compensation

Stockholder Approved Equity Compensation Plans

As of March 31, 2018, we maintained one share-based incentive compensation plan, the Kilroy Realty 2006 Incentive Award Plan, as amended (the “2006 Plan”). As of March 31, 2018, approximately 1.8 million shares were available for grant under the 2006 Plan. The calculation of shares available for grant is presented after taking into account a reserve for a sufficient number of shares to cover the vesting and payment of 2006 Plan awards that were outstanding on that date, including performance-based vesting awards at (i) levels actually achieved for the performance conditions (as defined below) for which the performance period has been completed and (ii) at target levels for the performance or market conditions (as defined below) for awards still in a performance period.

2018 Share-Based Compensation Grants

In January and February 2018, the Executive Compensation Committee of the Company’s Board of Directors awarded 282,038 restricted stock units (“RSUs”) to certain officers of the Company under the 2006 Plan, which included 158,205 RSUs (at the target level of performance) that are subject to market and/or performance-based vesting requirements (the “2018 Performance-Based RSUs”) and 123,833 RSUs that are subject to time-based vesting requirements (the “2018 Time-Based RSUs”).

2018 Performance-Based RSU Grant

The 2018 Performance-Based RSUs are scheduled to vest at the end of a three-year period (consisting of calendar years 2018-2020). A target number of 2018 Performance-Based RSUs were awarded, and the final number of 2018 Performance-Based RSUs that vest (which may be more or less than the target number) will be based upon (1) the achievement of pre-set FFO per share goals for the year ending December 31, 2018 that applies to 100% of the Performance-Based RSUs awarded (the “FFO performance condition”) and (2) a performance measure that applies to 50% of the award based upon a measure of the Company’s average debt to EBITDA ratio for the three-year performance period (the “debt to EBITDA ratio performance condition”) and a market measure that applies to the other 50% of the award based upon the relative ranking of the Company’s total stockholder return for the three-year performance period compared to the total stockholder returns of an established comparison group of companies over the same period (the “market condition”). The 2018 Performance-Based RSUs are also subject to a three-year service vesting provision and are scheduled to cliff vest on the date the final vesting percentage is determined following the end of the three-year performance period under the awards. The number of 2018 Performance-Based RSUs ultimately earned could fluctuate from the target number of 2018 Performance-Based RSUs granted based upon the levels of achievement for the FFO performance condition, the debt to EBITDA ratio performance condition, the market condition, and the extent to which the service vesting condition is satisfied. The estimate of the number of 2018 Performance-Based RSUs earned is evaluated quarterly during the performance period based on our estimate for each of the performance conditions measured against the applicable goals. As of March 31, 2018, the number of 2018 Performance-Based RSUs estimated to be earned based on the Company’s estimate of the performance conditions measured against the applicable goals was 158,205, and the compensation cost recorded to date for this program was based on that estimate. Compensation expense for the 2018 Performance-Based RSU grant will be recorded on a straight-line basis over the three-year period.

17

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




Each 2018 Performance-Based RSU represents the right, subject to the applicable vesting conditions, to receive one share of our common stock in the future. The determination of the grant date fair value of the portion of the 2018 Performance-Based RSU grants covered by the debt to EBITDA ratio performance condition was based on the $66.46 share price on the grant date. The determination of the grant date fair value of the portion of the 2018 Performance-Based RSU grants covered by the market condition was calculated using a Monte Carlo simulation pricing model based on the assumptions in the table below, which resulted in a $70.08 grant date fair value per share.
 
Fair Value Assumptions
Expected share price volatility
20.00%
Risk-free interest rate
2.37%
Expected life
2.9 years

The computation of expected volatility is based on a blend of the historical volatility of our shares of common stock over approximately 5.8 years, as that is expected to be most consistent with future volatility and equates to a time period twice as long as the approximate 2.9-year performance period of the RSUs, and implied volatility data based on the observed pricing of six month publicly-traded options on our shares of common stock. The risk-free interest rate is based on the yield curve on zero-coupon U.S. Treasury STRIP securities in effect at February 14, 2018. The expected life of the 2018 Performance-Based RSUs is equal to the remaining 2.9-year vesting period as of February 14, 2018.

The total grant date fair value of the 2018 Performance-Based RSU awards was $10.8 million on the February 14, 2018 grant date of the awards. For the three months ended March 31, 2018, we recorded compensation expense based upon the grant date fair value per share for each component multiplied by the estimated number of RSUs to be earned as discussed above.

2018 Time-Based RSU Grant

The 2018 Time-Based RSUs are scheduled to vest in three equal annual installments beginning on January 5, 2019 through January 5, 2021. Compensation expense for the 2018 Time-Based RSUs will be recognized on a straight-line basis over the three-year service vesting period. Each 2018 Time-Based RSU represents the right to receive one share of our common stock in the future. The total grant date fair value of the 2018 Time-Based RSU awards was $8.4 million, which was based on the $70.37 and $66.46 closing share prices of the Company’s common stock on the NYSE on the January 29, 2018 and February 14, 2018, respectively, grant dates of the awards.

Share-Based Compensation Cost Recorded During the Period

The total compensation cost for all share-based compensation programs was $5.1 million and $6.2 million for the three months ended March 31, 2018 and 2017, respectively. Of the total share-based compensation costs, $1.5 million and $2.0 million was capitalized as part of real estate assets and deferred leasing costs for the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, there was approximately $41.3 million of total unrecognized compensation cost related to nonvested incentive awards granted under share-based compensation arrangements that is expected to be recognized over a weighted-average period of 2.2 years. The remaining compensation cost related to these nonvested incentive awards had been recognized in periods prior to March 31, 2018.

10.    Commitments and Contingencies

General

As of March 31, 2018, we had commitments of approximately $748.4 million, excluding our ground lease commitments, for contracts and executed leases directly related to our operating properties and development projects.

Environmental Matters

We follow the policy of monitoring all of our properties, both acquisition and existing stabilized portfolio properties, for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist,

18

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




we are not currently aware of any environmental liability with respect to our stabilized portfolio properties that would have a material adverse effect on our financial condition, results of operations and cash flow, or that we believe would require additional disclosure or the recording of a loss contingency.

As of March 31, 2018, we had accrued environmental remediation liabilities of approximately $28.2 million recorded on our consolidated balance sheets in connection with certain of our in-process and future development projects. It is possible that we could incur additional environmental remediation costs in connection with these future development projects.  However, given we are in the pre-development phase on these future development projects, potential additional environmental costs cannot be reasonably estimated at this time and certain changes in estimates could occur as the site conditions, final project timing, design elements, actual soil conditions and other aspects of the projects, which may depend upon municipal and other approvals beyond the control of the Company, are determined.

11.    Fair Value Measurements and Disclosures

Assets and Liabilities Reported at Fair Value

The only assets we record at fair value on our consolidated financial statements are the marketable securities related to our Deferred Compensation Plan. The following table sets forth the fair value of our marketable securities as of March 31, 2018 and December 31, 2017:

 
Fair Value (Level 1) (1)
 
March 31, 2018
 
December 31, 2017
Description
(in thousands)
Marketable securities (2)
$
21,572

 
$
20,674

________________________
(1)
Based on quoted prices in active markets for identical securities.
(2)
The marketable securities are held in a limited rabbi trust.

We report the change in the fair value of the marketable securities at the end of each accounting period in interest income and other net investment gain/loss in the consolidated statements of operations. We also adjust the related Deferred Compensation Plan liability to fair value at the end of each accounting period based on the performance of the benchmark funds selected by each participant, which results in a corresponding increase or decrease to compensation cost for the period.

The following table sets forth the net (loss) gain on marketable securities recorded during the three months ended March 31, 2018 and 2017:

 
Three Months Ended March 31,

2018
 
2017
Description
(in thousands)
Net (loss) gain on marketable securities
$
(404
)
 
$
671

    
Financial Instruments Disclosed at Fair Value

The following table sets forth the carrying value and the fair value of our other financial instruments as of March 31, 2018 and December 31, 2017:

 
March 31, 2018
 
December 31, 2017
 
Carrying
Value
 
Fair
Value
(1)
 
Carrying
Value
 
Fair
Value
 (1)
 
(in thousands)
Liabilities
 
 
 
 
 
 
 
Secured debt, net
$
339,501

 
$
339,618

 
$
340,800

 
$
346,858

Unsecured debt, net
2,155,794

 
2,162,552

 
2,006,263

 
2,077,199

Unsecured line of credit
50,000

 
50,058

 

 

________________________
(1)
Fair value calculated using Level II inputs, which are based on model-derived valuations in which significant inputs and significant value drivers are observable in active markets.



19

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)





12.    Net Income Available to Common Stockholders Per Share of the Company

The following table reconciles the numerator and denominator in computing the Company’s basic and diluted per-share computations for net income available to common stockholders for the three months ended March 31, 2018 and 2017:

 
Three Months Ended March 31,
 
2018
 
2017
 
(in thousands, except share and per share amounts)
Numerator:
 
 
 
Net income attributable to Kilroy Realty Corporation
$
36,246

 
$
33,525

Total preferred dividends

 
(7,196
)
Allocation to participating securities (1)
(471
)
 
(448
)
Numerator for basic and diluted net income available to common stockholders
$
35,775

 
$
25,881

Denominator:
 
 
 
Basic weighted average vested shares outstanding
98,744,220

 
97,388,137

Effect of dilutive securities
469,390

 
630,020

Diluted weighted average vested shares and common share equivalents outstanding
99,213,610

 
98,018,157

Basic earnings per share:
 
 
 
Net income available to common stockholders per share
$
0.36

 
$
0.27

Diluted earnings per share:
 
 
 
Net income available to common stockholders per share
$
0.36

 
$
0.26

________________________ 
(1)
Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs.

Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common shares, including stock options, RSUs and other securities are considered in our diluted earnings per share calculation for the three months ended March 31, 2018 and 2017. Certain market measure-based RSUs are not included in dilutive securities for the three months ended March 31, 2018 and 2017, as not all performance metrics had been met by the end of the applicable reporting periods.

See Note 9 “Share-Based Compensation” for additional information regarding share-based compensation.


20

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)





13.    Net Income Available to Common Unitholders Per Unit of the Operating Partnership

The following table reconciles the numerator and denominator in computing the Operating Partnership’s basic and diluted per-unit computations for net income available to common unitholders for the three months ended March 31, 2018 and 2017:

 
Three Months Ended March 31,
 
2018
 
2017
 
(in thousands, except unit and per unit amounts)
Numerator:
 
 
 
Net income attributable to Kilroy Realty, L.P.
$
36,893

 
$
34,054

Total preferred distributions

 
(7,196
)
Allocation to participating securities (1)
(471
)
 
(448
)
Numerator for basic and diluted net income available to common unitholders
$
36,422

 
$
26,410

Denominator:
 
 
 
Basic weighted average vested units outstanding
100,815,477

 
99,691,684

Effect of dilutive securities
469,390

 
630,020

Diluted weighted average vested units and common unit equivalents outstanding
101,284,867

 
100,321,704

Basic earnings per unit:
 
 
 
Net income available to common unitholders per unit
$
0.36

 
$
0.26

Diluted earnings per unit:
 
 
 
Net income available to common unitholders per unit
$
0.36

 
$
0.26

________________________ 
(1)
Participating securities include nonvested shares, certain time-based RSUs and vested market measure-based RSUs.

Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common units, including stock options, RSUs and other securities are considered in our diluted earnings per share calculation for the three months ended March 31, 2018 and 2017. Certain market measure-based RSUs are not included in dilutive securities for the three months ended March 31, 2018 and 2017, as not all performance metrics had been met by the end of the applicable reporting periods.

See Note 9 “Share-Based Compensation” for additional information regarding share-based compensation.


21

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)





14.    Supplemental Cash Flow Information of the Company

Supplemental cash flow information is included as follows (in thousands):

 
Three Months Ended March 31,
 
2018
 
2017
SUPPLEMENTAL CASH FLOWS INFORMATION:
 
 
 
Cash paid for interest, net of capitalized interest of $13,051 and $9,829 as of March 31, 2018 and 2017, respectively
$
9,699

 
$
18,206

NON-CASH INVESTING TRANSACTIONS:
 
 
 
Accrual for expenditures for operating properties and development properties
$
57,155

 
$
50,056

Tenant improvements funded directly by tenants
$
2,014

 
$
7,416

NON-CASH FINANCING TRANSACTIONS:
 
 
 
Accrual of dividends and distributions payable to common stockholders and common unitholders
$
43,512

 
$
38,176

Accrual of dividends and distributions payable to preferred stockholders and preferred unitholders
$

 
$
797

Exchange of common units of the Operating Partnership into shares of the Company’s common stock
$
244

 
$
10,939



The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the three months ended March 31, 2018 and 2017.

 
Three Months Ended March 31,
 
2018
 
2017
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
 
 
 
Cash and cash equivalents at beginning of period
$
57,649

 
$
193,418

Restricted cash at beginning of period
9,149

 
56,711

Cash and cash equivalents and restricted cash at beginning of period
$
66,798

 
$
250,129

 
 
 
 
Cash and cash equivalents at end of period
$
53,069

 
$
478,391

Restricted cash at end of period

 
7,199

Cash and cash equivalents and restricted cash at end of period
$
53,069

 
$
485,590


15.    Supplemental Cash Flow Information of the Operating Partnership:

Supplemental cash flow information is included as follows (in thousands):

 
Three Months Ended March 31,
 
2018
 
2017
SUPPLEMENTAL CASH FLOWS INFORMATION:
 
 
 
Cash paid for interest, net of capitalized interest of $13,051 and $9,829 as of March 31, 2018 and 2017, respectively
$
9,699

 
$
18,206

NON-CASH INVESTING TRANSACTIONS:
 
 
 
Accrual for expenditures for operating properties and development properties
$
57,155

 
$
50,056

Tenant improvements funded directly by tenants
$
2,014

 
$
7,416

NON-CASH FINANCING TRANSACTIONS:
 
 
 
Accrual of distributions payable to common unitholders
$
43,512

 
$
38,176

Accrual of distributions payable to preferred unitholders
$

 
$
797



22

KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the three months ended March 31, 2018 and 2017.

 
Three Months Ended March 31,
 
2018
 
2017
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
 
 
 
Cash and cash equivalents at beginning of period
$
57,649

 
$
193,418

Restricted cash at beginning of period
9,149

 
56,711

Cash and cash equivalents and restricted cash at beginning of period
$
66,798

 
$
250,129

 
 
 
 
Cash and cash equivalents at end of period
$
53,069

 
$
478,391

Restricted cash at end of period

 
7,199

Cash and cash equivalents and restricted cash at end of period
$
53,069

 
$
485,590


16.    Subsequent Events

On April 18, 2018, aggregate dividends, distributions and dividend equivalents of $43.5 million were paid to common stockholders, common unitholders and RSU holders of record on March 29, 2018.


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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion relates to our consolidated financial statements and should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. The results of operations discussion is combined for the Company and the Operating Partnership because there are no material differences in the results of operations between the two reporting entities.

Forward-Looking Statements

Statements contained in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are not historical facts may be forward-looking statements. Forward-looking statements include, among other things, statements or information concerning our plans, objectives, capital resources, portfolio performance, results of operations, projected future occupancy and rental rates, lease expirations, debt maturities, potential investments, strategies such as capital recycling, development and redevelopment activity, projected construction costs, projected construction commencement and completion dates, projected square footage of space that could be constructed on undeveloped land that we own, projected rentable square footage of or number of units in properties under construction or in the development pipeline, anticipated proceeds from capital recycling activity or other dispositions and anticipated dates of those activities or dispositions, projected increases in the value of properties, dispositions, future executive incentive compensation, pending, potential or proposed acquisitions, plans to grow our Net Operating Income and FFO, our ability to re-lease properties at or above current market rates, anticipated market conditions and demographics and other forward-looking financial data, as well as the discussion in “—Factors That May Influence Future Results of Operations,” “—Liquidity and Capital Resource of the Company,” and “—Liquidity and Capital Resources of the Operating Partnership.” Forward-looking statements can be identified by the use of words such as “believes,” “expects,” “projects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” and the negative of these words and phrases and similar expressions that do not relate to historical matters. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others: global market and general economic conditions and their effect on our liquidity and financial conditions and those of our tenants; adverse economic or real estate conditions generally, and specifically, in the States of California and Washington; risks associated with our investment in real estate assets, which are illiquid and with trends in the real estate industry; defaults on or non-renewal of leases by tenants; any significant downturn in tenants' businesses; our ability to re-lease property at or above current market rates; costs to comply with government regulations, including environmental remediation; the availability of cash for distribution and debt service and exposure to risk of default under debt obligations; increases in interest rates and our ability to manage interest rate exposure; the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue development, redevelopment and acquisition opportunities and refinance existing debt; a decline in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing, and which may result in write offs or impairment charges; significant competition, which may decrease the occupancy and rental rates of properties; potential losses that may not be covered by insurance; the ability to successfully complete acquisitions and dispositions on announced terms; the ability to successfully operate acquired, developed and redeveloped properties; the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts; delays or refusals in obtaining all necessary zoning, land use and other required entitlements, governmental permits and authorizations for our development and redevelopment properties; increases in anticipated capital expenditures, tenant improvement and/or leasing costs; defaults on leases for land on which some of our properties are located; adverse changes to, or implementations of, applicable laws, regulations or legislation, as well as business and consumer reactions to such changes; risks associated with joint venture investments, including our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers; environmental uncertainties and risks related to natural disasters; and our ability to maintain our status as a REIT. The factors included in this report are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect the Company's and the Operating Partnership's business and financial performance, see the discussion below as well as “Item 1A. Risk Factors,” and in our “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s and the Operating Partnership’s annual report on Form 10-K for the year ended December 31, 2017 and their respective other filings with the SEC. All forward-looking statements are based on information that was available and speak only as of the date on which they were made. We assume no obligation to update any forward-looking statement that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

24


Overview and Background

We are a self-administered REIT active in premier office and mixed-use submarkets along the West Coast. We own, develop, acquire and manage real estate assets, consisting primarily of Class A properties in the coastal regions of Greater Los Angeles, Orange County, San Diego County, the San Francisco Bay Area and Greater Seattle, which we believe have strategic advantages and strong barriers to entry. We own our interests in all of our properties through the Operating Partnership and the Finance Partnership and generally conduct substantially all of our operations through the Operating Partnership. We owned an approximate 97.9% general partnership interest in the Operating Partnership as of March 31, 2018, December 31, 2017 and March 31, 2017. All of our properties are held in fee except for the thirteen office buildings that are held subject to long-term ground leases for the land.