Thank you all for joining. I would like to welcome you to the Hudson Pacific Properties First Quarter 2023 Earnings Conference Call. My name is Brica, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode and you will have an opportunity to ask a question after the presentation. [Operator Instructions] Thank you. I would now like to turn the conference over to Laura Campbell to begin. So, Laura, you may begin.

Good morning everyone. Thanks for joining us. With me on the call today are Victor Coleman, CEO and Chairman; Mark Lammas, President; Harout Diramerian, CFO; and Art Suazo, EVP of Leasing. Yesterday, we filed our earnings release and supplemental on an 8-K with the SEC, and both are now available on our website. An audio webcast of this call will be available for replay on our website. Some of the information we'll share today on the call is forward-looking in nature. Please reference our earnings release and supplemental for statements regarding forward-looking information as well as the reconciliation of non-GAAP financial measures used on this call. Today, Victor will discuss macro conditions in relation to our business. Mark will provide detail on our office leasing, and Harout will review our financial results and 2023 outlook. Thereafter, we'll be happy to take your questions. Victor?

Good morning everyone and welcome to our first quarter call. In the first few months of the year, macroeconomic challenges have persisted, exacerbating uncertainty and putting downward pressure on office market fundamentals. We will touch on how this is impacting our leasing activity in a moment. Recently, however, we've seen much more of big tech return-to-work announcements, bringing employees back to office multiple days a week, citing performance, and efficiency concerns. These include Amazon, Oracle, Redfin, Lyft, and DocuSign to name a few. Castle Data and Transit Ridership also show improvement across our markets. With the return to office unfolding slower than many expected, we remain cautiously optimistic that these announcements and related trends will translate into increased physical occupancy and improved tenant demand at our assets. Important indicators continue to support the notion that the Bay Area and Seattle remain epicenters for talent and capital networks that drive the tech industry. For example, the first quarter venture capital investments was in line with historic 10-year average, with the Bay Area continuing to receive the bulk of these funds. The early 2020s brought a wave of funding accelerated by COVID-related macro forces with a minimal office leasing. Beyond AI, which is currently driving approximately 600,000 square feet of requirements in the city of San Francisco alone, other sectors like cybersecurity, defense, and energy remain compelling areas for growth. While it will take time for this to positively contribute to our leasing efforts, it reaffirms our view that our office properties are located in compelling growth markets. Turning to our studios. Last week, the Writers Guild of America elected to strike, leading to a halt in the domestic film and TV production. And unlike prior strikes where production ramped up in advance, this was instead a significant slowdown in filming through…

Thanks Victor. Our 344,000 square feet of first quarter leasing activity reflects tenant's continued slow decision-making, which notably decelerated amid recession concerns in the third and fourth quarter of last year. Our in-service office portfolio lease percentage was 88.7% compared to 89.7% at the end of last year. Note, this quarter, we've added 10900-10950 Washington to our future development pipeline. It is the only residential conversion we're considering at this point and we're actively working through entitlements to build approximately 500 units. Thus, the decline in lease percentage was mostly attributable to small to midsize expirations at our Peninsula and Silicon Valley assets. At the same time, the preponderance of our first quarter leasing activity also resulted from small sub-5,000 square foot tenants in those markets. Our GAAP and cash rents fell approximately 3% and 5%, respectively, with a decline mostly driven by a significantly below-market 20,000 square-foot short-term renewal. Our tenant improvements were in line with the trailing 12 months per square foot average but look higher on an annual basis due to shorter weighted average lease term. Trailing 12-month net effective rents are nearly 6% higher than last year and in line with pre-pandemic, that is first quarter 2020 trailing 12-month net effective rents. The average weighted lease term of 42 months reflects the impact of three larger short-term renewals. For new deals alone, our weighted average lease term was 67 months, which is typical given an average size of 4,000 square feet. Trailing 12-month weighted average lease term is approximately 9% higher than last year and in line with our pre-pandemic trailing 12-month weighted average lease term. We still have activity on both of our 2023 large block expirations, including 60% coverage on blocks space at 1455 Market. But given the broader dynamics in the mid-market neighborhood,…

Thanks Mark. Compared to first quarter 2022, our first quarter 2023 revenue increased 3.2% to $252.3 million, primarily due to our acquisition of Quixote, which we purchased in the third quarter of last year. Our first quarter FFO, excluding specified items, was $49.7 million or $0.35 per diluted share compared to $75.2 million or $0.50 per diluted share last year. Specified items in the first quarter consisted of transaction-related expenses of $1.2 million or $0.01 per diluted share compared to transaction-related expenses of $0.3 million or $0.00 per diluted share and a trade name non-cash impairment of $8.5 million or $0.06 per diluted share a year ago. The year-over-year decrease in FFO was mostly due to lower production activity impacting Quixote and the lead-up to the writers' strike, though we were also impacted by higher interest expense and lower office occupancy compared to last year. First quarter FFO was in line with our expectations, but for studio results, particularly with respect to March projections. Our first quarter AFFO was $35 million or $0.24 per diluted share compared to $58.8 million or $0.39 per diluted share. The decrease was largely attributable to the aforementioned items affecting FFO. Our same-store cash NOI grew to $125.6 million or 7.2% from $117.2 million, mostly due to significant office lease commencement at Harlow and 1918 Eighth, as well as higher production-related revenue and lower operating expenses at Sunset Gower and Sunset Bronson Studios. During the first quarter, we repaid $110 million Series A notes and applied $102 million of sales proceeds from Skyway Landing to pay down our credit facility. At the end of the quarter, we had $828.3 million of total liquidity, comprised of $163.3 million of cash -- of unrestricted cash and cash equivalents and $665 million of undrawn capacity on our unsecured…

Thank you. [Operator Instructions] The first question we have comes from Alexander Goldfarb of Piper Sandler.

Yes. Hi, good morning out there. So, two questions. First, Harout, on the guidance, the FFO suspension, is that solely due to the studios? Or were there some other changes in the core office? The reason I ask is the same-store cash NOI guidance range came down, as did the joint venture FFO contribution.

Good morning Alex. thank you for the question. It's a good question. So, it is 100% due to the studio operations. The same-store NOI guidance, I don't know if you can tell us when we disclosed if it went down quarter-over-quarter, primarily because the previous guidance provided had a combination of studio and office, whereas the guidance provided at this time is only office. So, while, yes, there's a decrease quarter-over-quarter, but you can't tell from the previous disclosure that came down. But to answer your question, it did come down about 50 basis points for the office NOI, and that's not why that guidance was suspended. It's all due to the studio and then the drop in the JV share of FFO is again related to the studio, all of it. So, office's first quarter was in line with our expectations. And while it's not blowing up and doing amazing, but it is consistent with our expectations.

Okay. And then the second question is on cost cutting. You guys laid out some planned asset dispositions, land disposition, certainly cutting the dividend. From a platform perspective, what are some of the costs that you guys could -- do you think that you could reduce out to also improve the overall cash flow generation of Hudson?

I mean you've covered the sort of the gamut there on where our focus is today. We continue to monitor other discretionary spend and look for ways to make reductions where we can. But I think the main impactful items are the items you listed, perhaps starting with kind of dividend at the top of the list.

In addition, I mean we originally provided in our guidance last quarter and obviously playing in the current quarter, which is a reduction of our G&A, you see the quarter-to-quarter decrease in terms of Q1 versus Q1 and the guidance provided is consistent with that.

Lastly, Alex, as you probably heard in the prepared remarks, I mean we have looked at assets. And some of the assets that are not in the disposition line, but other assets that we would have had some capital expenditures allocated towards them, we've held off because of maybe some lack of leasing activity or confidence in that and focus our energy on the ones that we see are more imminent to lease up. So, there's a combination of things between what Harout and Mark said and then, obviously, the dispositions of some assets.

Okay. Thank you, Victor.

You got it Alex.

We now have Michael Griffin of Citi.

Thanks. It's actually Nick Joseph here with Michael. Just on the studio platform, obviously, recognize kind of we're moving the guidance, the uncertainty on the timing. But as you look back to history and maybe 2007-2008, does it create pent-up demand when it ends or is it really more just kind of lost revenue as the strike is underway?

Hey Nick, that's a great question. I'll tell you, listen, you were around in the last strike, and you heard our prepared remarks, we don't unfortunately have a seat at the table currently to sort of give an eye as to what is going on. We have a very sophisticated Board, of which three are very involved in the entertainment business. So, we're getting some firsthand information of how negotiations are going. But that being said, I would attend this too specific to your question more correlated to COVID. When COVID hit us, production stopped. And yes, there was writing, but all production had stopped for a period of time. And then it also -- when it came back and there is a downtime to ramp up, but when it came back, it came back better than anybody expected. And we are assuming that the same example will occur here. There will be enough of a pipeline demand, and every major studio has come out to date and said they are not adjusting their budgets for content spend. So, that would lend us to believe that it's going to come back aggressively. If it's going to come back, in your direct question correlated to year-end 2023, I don't know how they can produce all that content when they're losing time. But it will flow into seasonality of first quarter, which typically is the case. First quarter is always a seasonal time lower and then it dips back up in the second quarter. I think you're going to see some seasonality on the positive side late this year and then early next as well.

Thanks. And then just on guidance, would your intention be to resume full year guidance once the strike ends and you get more clarity? Or would you even wait a little longer than that to see kind of the pickup as things resume?

Well, as soon as we have knowledge of the strike, and then indicative knowledge of activity is when we will resume guidance. But yes, when the strike is over, we should see a correlation to the amount of activity on the studio business in general, and that's when we will reinstate guidance. That's the intent.

Thank you very much.

Your next question comes from Nick Yulico from Scotiabank.

Thanks. So, first question, I guess, is on the studios, is there any way to give us any rough feel for how this could work from a -- maybe like every month there is a strike and how it's going to impact your business? I realize I think second quarter and third quarter is where you have more seasonal benefit from the studio business. Just trying to see if there's any parameters we can think about.

If we thought we could give you too much specifics, Nick, we obviously wouldn't have pulled guidance. But you can look to our NOI detailed page of the supplemental to give you at least a sense of what the underlying expenses look like on a quarterly basis and kind of what low revenues look like on a quarterly basis. We can't really give you much more to go by than that at this point because we don't know what revenues could look like even in a strike scenario on and what inroads perhaps we can make on expenses, depending on how long the strike goes for.

And Nick, listen, this is -- the strike is a week old. We have access to our facilities. We have access to all of our product, all of our comms, all of our transport, and we are looking at alternative sources of revenue. This is new to the usage of those revenue, but we will look to live events, and we're going to look to short-term production or various different venue hostings and the likes of that. So, there will be some revenue. We just don't know idea what it's going to be, but the sales team is out there. And that being said, as I said earlier in the last question, we're looking at expense reduction throughout the entire studio business. So, the combination of that will sort of come out over the next couple of months if this last that long.

Okay, fair enough. Second question just has to do with the covenants in the credit facility. Have you guys done a stress test on that in regards to a certain period of the strike and then also factoring in some of the new move that you have this year if you don't backfill those? Just your confidence in being as we roll forward through the year, are you guys still being okay with your covenants in your credit facility?

It's a good question. So, we periodically or regularly look at our covenants and project out at least a year, sometimes two depending on circumstances. And in this case, we feel, barring anything bizarre happening, even with a three-month strike, we are completely in line with our covenants.

Okay. Thank you. You said assuming something like a three-month strike, do you feel like you're still good within your covenants?

Yes, and even going further out, we're in line with those covenants.

Okay, great. Thanks. I guess just one last question, if I could. Victor, the Board addressed the dividend. I guess I'm wondering if there's another step that the Board is going to consider to address, meaning that at some point you make more crystallized -- a certain level of asset sales to raise liquidity to address future debt maturities. Just wondering what the thoughts are on that. Thanks.

Yes. Nick, thanks. On that specific asset, I think we laid out pretty concisely that between now and the end of 2024, we don't have anything major coming due. And then considering 2025, we only have one piece of debt. Given just the liquidity that we currently have with dividend savings, that effectively can be taken care of on a dollar-for-dollar basis. The rest of it is asset level. So, I hope that we sort of alleviated that thought process that has been sort of hovering over Hudson for the last several months that other than asset-related debt, which are high-quality, single-tenant assets, that we don't have any aspects of debt that we're concerned about replacing through end of 2025. That being said, I think the Board has looked at this as a one-time cut. And given where we feel that the evaluation of what will transpire with some of the leasing that we project and hopefully the recovery of the entertainment business in a shorter form based on the strike being resolved, we should be in great shape to continue to grow going forward.

Okay. Thanks Victor.

Your next question comes from Dylan Burzinski of Green Street.

Hi guys. Thanks for taking my question. Just curious if you can kind of give you overview of sort of the San Francisco market in general today. Recently, we've seen several retailers announced that they're going to be closing stores. So, just curious, how you guys see the recovery there playing back and maybe if it seems they're a little bit worse on the ground today versus where we were, call it, three to six months ago?

Yes, I mean I'll jump in a little bit, and then Art can sort of take the precedent. I mean you're obviously seeing what's on the ground on the retail side. I think it is really a tale of two ends of the city, right? I mean if you're looking at our assets at Rincon or at Ferry, the activity is fairly robust. We don't have any vacancy coming due to speak of, and what we're seeing is a lot of interest or a lot of inquiries and interest if we did have vacancy on high-quality assets. And that, I think, is evident throughout the whole city, on that end of the city for high-quality assets. As you move towards the Tenderloin, you are seeing some impact here. I will say that the announcements of some of the retailers are not surprising, given the safety and security concerns and crime. I do know this city is looking to fulfill an obligation on somewhat similar to a focused plan that the mayor's office is trying to revive downtown San Francisco in the mid-market areas and the specific sets areas. I think that, that process and plan is being laid out and the intent is to sort of spend $25-plus million in the police departments and expanding the street response teams and the likes of that, which will hopefully turn the city into a positive avenue and get out of what we're currently in today. On a highlight, which is limited in San Francisco right now, Dylan, I'm sure you're hearing about the demand for AI. And the demand for AI is what we've seen and what our people on the ground in the Valley, in the city have seen is really only in the city right now. And it's somewhere around 600,000 square feet of inquiries, and one tenant is already signed, and it looks like there's another six tenants in the marketplace looking for space. So, that could boost some form of a next-step recovery or at least a step recovery for San Francisco that we are keeping an eye on and evaluating.

Yes, that's definitely bolstered the demand in the market. As Victor said, up about 600,000 square feet, which is now -- brings the demand up to about 3.5 million square feet. People forget that the gross leasing has remained north of 1 million square feet a quarter, and so we're battling the headwinds of net absorption. But relative to our portfolio, we've got -- in addition to the coverage we have on Block that's about 270,000 square feet, we have 150,000 square feet of action on our vacancy out there. So, we are seeing that demand of that segment out looking -- taking the figure off the pause button and looking to transact. So, it's definitely a positive sign.

That's very helpful commentary guys. Appreciate that. Maybe just one more, if I could. You guys mentioned having -- or going to market with six assets. Maybe if you can just talk about sort of the profile of these assets, the geographies, that would be helpful. Thanks.

Yes, one asset we have currently today is in negotiations on contracts. Three assets we have offers on. And two assets we are getting offers on, on Friday. The assets are all in California, I don't want to talk specifics around which asset, but one is a land -- partial land; and the other three, active office buildings. Sorry, five active office buildings. I don't know why I said three.

Okay. And maybe -- I mean the office building, is that single tenant, long wall, value-add type? Or any additional detail there?

Yes, I think of the two of them are single tenants and the other three are multi-tenant assets.

Awesome. Appreciate it. Thanks

Thanks.

We now have John Kim of BMO Capital Markets.

Thank you. Good morning. I wanted to ask about the amount of the dividend cut being -- when you compare that versus the studio NOI, which was about 13% of total NOI in the fourth quarter, and this strike may last about a quarter. So, why did you cut it or decided to cut it to 40% to 50%?

Yes, it's really not correlated to the studios at all. I mean we plan our dividend for the long-term. And the studio -- the strike is a temporary event. If you look historically, we've had return of capital, somewhere a bit north of 30%. Last year, we had return on capital north of 50%. On kind of on a run rate basis, that is to say without trying to handicap gains or losses on sale of assets, our view is that 2023 from a P&L point of view can accommodate 50%. We've obviously monitored what the implied yield of the dividend is, and a 50% cut is still a sizable yield. And the -- we're looking for ways to retain our lowest cost of capital. And so all of those considerations factored into the decision around the 50% cut, but the studio performance really has nothing to do with that.

And what would be your priority as far as the use of proceeds?

Yes, deleverage of the balance sheet and liquidity.

Okay. On the studio NOI, can I just ask, with the strike happening now, what percentage of your rental revenue goes to zero, and also the same question on service and other? And on the OpEx side, how much of the expenses are fixed versus variable?

You can -- I'd point you back to the NOI detail. You can see in the same-store NOI -- studio same-store NOI detail how well the legacy brick-and-mortar held up, right? That's the 35 stages, Sunset Gower, Bronson and Las Palmas. We mentioned in our prepared remarks that roughly 70% of the stage is there, which are what largely drive the revenue there are under long multiyear agreements that have guarantees on ancillary revenue and it shows up in how well those studios held up. There'll be a bit of impact from the strike because not all the stages there, like roughly 30% of the stages there are not in our multiyear agreements. So, it will be a little bit of impact. And then you can see how the non-same store, which is Quixote, Zio Star Waggons, Quixote, how they performed in the lead up to an anticipated strike. So, I encourage you to look at that details.

Thanks for the color.

Thank you. We now have Blaine Heck of Wells Fargo.

Great. Thanks. Good morning out there. Victor, we've heard a lot of optimism around the return to office for some of the tech tenants that were most consistent on hybrid or remote work in the midst of the pandemic. Have there been any kind of tangible signs yet that maybe they're rethinking some of the sublease space they put on the market or given back too much space in your markets? Has their headcount actually grew throughout the pandemic? Or is it may be too early to tell if that's going to happen?

Yes, that's -- so Blaine, the answer is yes. I don't want to get into the details, but they're specific to our portfolio. There is a single tenant that has come back to us now and said that they're interested in revisiting this current space that they had indicated that they were either going to sublease or leave. On the sort of general market conditions, I do know that just recently in Seattle and Bellevue, the same circumstance occurred with -- not with our portfolio, but with another portfolio of assets that a couple of tenants have come out and said that they want to retain their current space and evaluate how the space will lay out. And so we sort of assume that was going to happen. As you've seen, there has been a massive push back today. Weyerhaeuser was another tenant that came back out and said they are demanding other tenants coming back. And the list of tenants I gave you is on top of where Amazon started last month. So, you're seeing a movement. It, though, is still, Blaine, disturbing for our quality portfolio that this is really a -- has become really a West Coast issue and not a rest of the country issue. And so it's sort of a little underwhelming that most of the West Coast companies have not made decisions to either expand space, but maybe just maintain their current platform. But we anticipate that to take a little more time, and we're optimistic that it's going to -- as I said earlier, quality assets will prevail first, and so we're seeing that in our portfolio.

Okay, great. That's helpful. And then just back on the studio space. Can you talk about whether you expect to see less willingness to sign longer-term leases on studio space as a result of the tougher environment and even potentially as a result of the threat now, reality of the strike and maybe a reversion to the show by show or season by season leasing that used to be a lot more prevalent?

I'm going to have Jeff answer that.

Hey Blaine, this is Jeff. Yes, I think the way the industry generally works is it's fundamentally predicated on that show-by-show model that you're referring to. To a lesser extent, there obviously are long-term leases. But most of the stages and most of the inventory is really going on a show-by-show basis, meaning when a show gets green lit, they get all the services, including a stage. But long-term leasing, it's a big benefit to our portfolio in Sunset. But as we expand the business and we scale fundamentally, you do get into the show-by-show model, which is kind of how the industry works. So, it's just the nature of the industry that I don't think there's going to necessarily be less demand from studios going forward for long-term leasing. It's just a -- it's a smaller subset of the overall demand for stages.

Got it. Thanks guys.

Thank you. [Operator Instructions] And our next question comes from Ronald Kamdem of Morgan Stanley.

Hey. Just a couple of quick ones from me. Just going back to the leasing pipeline, which I think you talked about, I think, close to 2 million feet, if I got that number correct. But if I compare that to some of the expiring leases and commenced leases, can you just put it all together? And where are you thinking occupancy ends the year at? What are sort of the right ZIP codes on the occupancy at the end of 2023?

Yes, déjà vu. We finished the quarter at 88.7% leased. We've got two sizable expiration, 60% coverage on the block space, in discussions on the other expiration with Amazon towards the end of the year. Our success on both of those can make a material difference, obviously. Pipelines, really healthy, pacing on deals if and as slower than we'd like. And so I think it's -- where we end up at the end of the year in terms of occupancy or lease percentages predicated on how quickly we get deals done, how successful we are on those backfills or renewals that I mentioned, and we'll have to leave it at that.

Understood. If I could just pivot to the balance sheet. If I -- you ended the quarter at 8.5% debt-to-EBITDA. I see in the supplement. So, when you put it all together in the asset sales, maybe can you talk about potentially how much dollars can you get out of that? And then the dividend cut, what's the potential for bringing that down this year?

Well, yes, I mean it will go down. I mean you're seeing an aberration, in large part driven off of the impact of the slowdown at the studios. And so we finished last quarter prior at like 7.4% debt-to-EBITDA, had a slowdown in this quarter. Don't know exactly how quickly that will resolve itself. Once it normalizes, that component of the portfolio will contribute EBITDA, and we will continue to make inroads on debt repayments in connection with asset sales. So, the goal remains to get back into the 6s and mid-6s or lower if we can. And as soon as the studio business resumes, I think you'll see that trend continue.

Great. If I could just sneak one in on One Westside. Any sort of early indications of what the rate LTVs could be on that? Thanks.

Well, yes, I mean we -- right now, the loan kind of fully funded is at a touch over $400 million. You could run your own numbers. But that conservatively should be 50-ish or maybe less than 50% on any reasonable range of values. And we've got indicative indications from our -- from third-party brokers that we could readily refinance that level.

Great. And on the interest rate?

Yes. Sorry, I didn't hear that. Yes, I mean, again, it will depend on kind of where indices move between now and end of 2024. But our view is today, it would be a fixture mid-six type of rate, all in.

Great. Helpful. Thanks so much.

Thank you. I'd like to hand back to Victor for any final remarks.

Thank you so much for participating in our quarterly call. And as always, I want to call out the Hudson Pacific team for all their hard work and dedication in these challenging times. Have a good day.

Thank you. I can confirm this does conclude today's call. Please have a lovely day and you may now disconnect.