Hudson Pacific Properties - Q4 2023

Transcript

Operator (participant)

Everyone and welcome to the Hudson Pacific Properties fourth quarter 2023 earnings conference call. My name is Emily and I'll be coordinating your call today. After the presentation there will be the opportunity for any questions which you can ask by pressing star followed by the number one on your telephone keypads. I will now turn the call over to our host, Laura Campbell, Executive Vice President, Investor Relations and Marketing. Please go ahead.

Laura Campbell (EVP of Investor Relations and Marketing)

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. The audio webcast of this call will be available for replay on our website. Some of the information we'll share on the call today 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 our 2023 accomplishments and 2024 priorities along with macro trends across our markets. Mark will provide detail on our office and studio operations and development and Harout will review our financial results and 2024 outlook. Thereafter we'll be happy to take your questions. Victor?

Victor Coleman (CEO and Chairman)

Thanks Laura. Good morning, everyone and thanks for joining us. 2023 proved to be a challenging year as higher interest rates fueled recession fears and slowed the pace of office leasing across the country. Many industries including tech focused on cost cutting in part through layoffs and real estate downsizing. And while the nationwide office leasing activity improved incrementally in the fourth quarter it remained about 10% below the five-year quarterly average. Furthermore, a once-in-a-generation dual-studio union strike effectively shut down the entertainment industry. In Los Angeles 2023 film and TV production aggregate fell approximately 40% compared to the prior year led by scripted TV which fell close to 70%. Against that backdrop and within our portfolio in many of the most impacted markets our team has remained steadfast in our priorities to navigate these uncertain times.

Aggressive leasing further strengthening our balance sheet in part through asset sales executing our active development opportunities as well as maintaining a leadership position in ESG. Specifically we signed 1.7 million sq ft of office leases in 2023 averaging over 420,000 sq ft per quarter. We executed on over $1 billion of asset sales which enhanced liquidity allowing us to address our debt maturities until fourth quarter 2025 and improve our leverage metrics. We're also on track to deliver our Sunset Glenoaks Studios and Washington 1000 development projects this quarter and we received multiple ESG accolades. All of this we accomplish while quickly pivoting to streamline studio operations and maximize non-production revenue during a historic strike.

The Fed's January commentary did little to encourage a major shift in corporate sentiment around office leasing but we continue to observe a variety of trends in our core industries and markets that are favorable. In the fourth quarter tech leasing rebounded to approximately 15% of all activity up from 10% in the fourth quarter last year but still 5%-10% below pre-pandemic levels. In aggregate tech layoffs appear to be slowing. Tech employment still exceeds pre-pandemic levels and is relatively strong compared to other industries. AI is in its early innings and has been an important driver of growth comprising of around 40% of leasing activity in the San Francisco market in the fourth quarter.

In the years to come we expect to see second and third waves of AI growth as big tech builds out their own teams and non-tech companies implement AI services both increasing the demand for office space. Venture funding levels for the full year 2023 were in line with 2020 and are still strong. Most of the funding that has disappeared versus peak years of 2021 and 2022 is for very large deals say $250 million+ whereas smaller deals are only 25% off peak. While tech has embraced the hybrid model research indicates companies that are working on innovative evolving technologies have a much stronger preference to be in the office. These are small to medium-sized companies requiring 30,000 sq ft or less that are growing and looking for space to support that growth.

This is our area of expertise in the Silicon Valley and a trend we should benefit from in our leasing tours and pipeline. Turning to our studio segment, following SAG's contract ratification in December, production companies have been slow to greenlight new productions, and in January production counts remained approximately 20% below 2021 and 2022. Based on the level of activity we're seeing real-time, we now anticipate that production levels may not materially improve until the second half of the year. Media companies are still adjusting their business models through both revenue-generating and cost-saving measures, but original content remains integral to subscriber growth. As an example, Netflix, one of our largest tenants, recently reaffirmed $17 billion of content spend for the year, which is in line with their 2021 and 2022 pre-strike spend.

On the transactions front we successfully executed on three asset sales in the quarter generating almost $890 million of gross proceeds. Most notable of these was our $700 million sale at approximately a 6% cap rate for our One Westside and Westside Two office redevelopment to UCLA which we owned 75/25 with Macerich. The fact that in the five years plus since acquiring this asset we found not one but two high-quality innovation-centric end users for this asset is a testament to our ability to identify and execute on unique opportunities and ultimately realize significant value for our shareholders. We'll be working with UCLA on their buildout for certain elements of this project on a fee basis going forward.

We also sold certain tranches of a loan secured by our Hollywood Media portfolio for $146 million and a parcel of land in North San Jose for approximately $44 million. All of these proceeds served to significantly enhance our leverage and liquidity position. We also received additional ESG recognition in the fourth quarter. We were named an Office Americas Sector Leader by GRESB for the third year in a row and for a second year in a row Nareit's Leader in the Light for Office and one of Newsweek's America's Most Responsible Companies. Our focus on ESG continues to further differentiate our platform and assets while providing value for our tenants, our employees, and our shareholders. At Hudson Pacific we remain committed to our long-term strategy of optimizing our unique portfolio and platform to take advantage of future growth opportunities as they arise.

In 2024 our priorities are fourfold: aggressive leasing within our office and studio portfolios, executing on opportunistic dispositions, successfully progressing our New York studio development, and further deleveraging and fortifying our balance sheet. In so doing, as the next wave of growth takes hold we will be well positioned to leverage our portfolio, expertise, and relationships to benefit our shareholders. Now I'm going to turn the call over to Mark.

Mark Lammas (President)

Thanks, Victor. We signed 432,000 sq ft of office leases in the fourth quarter. 75% of these were renewal leases and close to 65% of that activity was in the San Francisco Bay Area, including a 57,000 sq ft renewal with GitHub at 275 Brannan. Our cash rents decreased just under 10% while GAAP rents decreased 2% largely driven by two midsize renewals in the San Francisco Bay Area, the expiring leases for which were signed at the top of the market. But for these two renewals our cash rent spreads would have been flat. Our in-service office portfolio ended the year at 81.9% leased with approximately 75 of 120 basis point decrease between the third and fourth quarter attributable to the sale of One Westside. We are still seeing tour demand accelerate.

During the quarter we had over 145 tours representing 1.4 million sq ft of requirements up 4% since last quarter and 50% higher than this time last year. Our leasing pipeline also remains active with deals and leases LOIs or proposals totaling 1.9 million sq ft slightly below last quarter but still up almost 6% year-over-year. In 2022 and 2023 we had an atypically high number of office leases expiring largely the result of short-term renewal leases signed during the pandemic. We also had several large 100,000 sq ft+ leases rolling. This year we have a more manageable 1.5 million sq ft expiring which is aligned with our long-term average. This includes only one tenant and known vacate of just over 100,000 sq ft expiring.

We currently have a variety of activity, that is, deals signed in leases, LOIs, proposals or discussions on approximately 40% of that space, which is relatively on track for this time of year. Importantly, while we cannot control how and when demand will return, we remain confident in our portfolio along with our team's ability to drive tour activity and execute on leasing in an effort to expedite closing timelines. That said, we are not banking on any material improvements in the operating environment this year. Our occupancy will likely be under pressure at least in the first three quarters of the year with a potential to return to essentially flat occupancy by year-end. This is based on both our historical leasing trends and informed directly by our team's detailed space-by-space, lease-by-lease assessment of our portfolio and what we believe should be achievable. Turning to our studios.

On a trailing 12-month basis our in-service studios were 80.4% leased and our stages were 84.7% leased with a change largely attributable to a single tenant giving back six stages and support space in the second and third quarters due to the strike. Our Quixote studios and stages were 29.3% and 30.1% leased respectively on a trailing 12-month basis. In terms of our service business in the fourth quarter production resumed on certain of our long-term lease stages which led to a 7% increase in combined lighting and grip and other services revenue. We also grew our transportation revenue by approximately 10% from live events. Even as it's taking time for shows to enter production we have seen a pickup in demand. From December to January we saw a 45% increase in studio tours and more than a doubling in stage-related inquiries.

Utilization across our transportation assets also picked up incrementally in January. Looking out over the next 90 days, 45% of our available stages are booked, which is a new high watermark since the strike following a multi-cam reality show taking all three stages at Quixote New Orleans. As for our in-process developments, Sunset Glenoaks is effectively complete and we are awaiting Department of Water and Power sign-off required for certificate of occupancy, which we expect to have next month. We pushed out our completion date to first quarter to reflect this updated timing. We are actively touring and engaging with an array of productions interested in either long-term or show-by-show leases. Construction continues at Sunset Pier 94, which will deliver year-end 2025 and we are in discussions with multiple tenants interested in long-term multi-stage leases.

As for our Washington 1000 development, we are finalizing FF&E and other marketing improvements as we await Certificate of Occupancy, which we also expect to receive next month. Large tenant demand in Seattle has yet to come back in a material way, but we are staying flexible and actively touring full-floor users. The building is stunning, and we expect interest to accelerate once tenants can fully experience its impeccable design and fantastic indoor-outdoor amenities, especially vis-à-vis competitive product. And now I'll turn the call over to Harout.

Harout Diramerian (CFO)

Thanks Mark. Our fourth quarter 2023 revenue was $223.4 million compared to $269.9 million in the fourth quarter of last year mostly attributable to the sales of Skyway Landing, 604 Arizona, and 3401 Exposition previously communicated tenant move-outs at 1455 Market and 10900-10950 Washington as well as a reduction in studio services and other revenue due to the related union strikes. Our fourth quarter FFO excluding specified items was $19.6 million or $0.14 per diluted share compared to $70.2 million or $0.49 per diluted share in the fourth quarter last year. Specified items for the fourth quarter 2023 consisted of deferred tax asset write-off expense of $6.6 million or $0.05 per diluted share and transaction-related expenses of $0.2 million or $0.00 per diluted share. Prior specified items consisted of transaction-related expenses of $3.6 million or $0.03 per diluted share.

Our fourth quarter AFFO was $21.5 million or $0.15 per diluted share compared to $62.1 million or $0.43 per diluted share in the fourth quarter last year. Our fourth quarter same-store cash NOI was $116.1 million compared to $127.4 million in the fourth quarter last year with a change mostly attributable to the large vacate at 1455 Market and midsize tenant move-outs in the San Francisco Peninsula and Silicon Valley combined with a single tenant vacating six stages at Sunset Las Palmas during the strike. Note that our 2023 full-year outlook assumed a 1.5% same-store cash NOI growth at the midpoint including One Westside which was sold five days prior to the end of the fourth quarter and where we experienced the full benefit of cash rents in 2023, our full-year office same-store cash NOI growth would have been 3.8%.

This also includes 170 basis points of growth attributable to the WeWork letters of credit which we drew down in the fourth quarter and were not accounted for in our 2023 full-year guidance assumptions. Turning to the balance sheet. Following our $482.2 million mortgage loan refinancing at Bentall Centre with Blackstone and the full repayment of our construction loan from the sale of One Westside and Westside Two we have no maturities until November 2025. Further, we use the net proceeds from One Westside and Westside Two as well as the sales of Cloud 10 and the Hollywood Media portfolio to repay outstanding amounts under our unsecured revolving credit facility. As a result, we improved our share of net debt to undepreciated book to 36.5% and our share of net debt to EBITDA at 8.9.

We finished the year with approximately $800 million in total liquidity comprised of approximately $100 million of cash and cash equivalents and $700 million of undrawn capacity under our unsecured revolving credit facility. The undrawn capacity of our credit facility reflects reduction under commitments to $900 million in association with favorable adjustments made to our related definitions and covenant calculations this quarter. We also have another approximately $200 million of undrawn capacity under our Sunset Glenoaks and Sunset Pier 94 construction loans. Now I'll discuss our 2024 outlook. As always, this outlook excludes the impact of any potential dispositions, acquisitions, financings, or capital markets activity or disruptions in studio operations related to an active strike. We're providing a first quarter and initial full-year 2024 FFO outlook in the range of $0.15-$0.19 and $1-$1.10 per diluted share respectively.

There are no specified items in connection with this guidance. We are introducing first quarter guidance to provide greater visibility around how our initial expectations for earnings in the early part of the year compare to our full-year projections. More specifically, while we are seeing steady improvement in production activity since SAG's contract ratification in December, most of the current activity relates to returning shows rather than new productions, the acceleration of which is an important driver of demand of our Quixote studios and services. We expect new activity to continue to ramp up into the second half of the year, which should in turn contribute to steady improvement in our quarterly FFO outlook. Now we'll be happy to take your questions. Operator.

Operator (participant)

Thank you. If you would like to ask a question today, please do so now by pressing star followed by the number one on your telephone keypad. If you change your mind and would like to be removed from the queue, you can press star and then two. Our first question today comes from Alexander Goldfarb with Piper Sandler. Please go ahead.

Alexander Goldfarb (Managing Director)

Good morning out there. Just two questions. First, you know, a lot of us on the call clearly understand real estate. We don't understand the movie business. So as we look at the guidance and the first quarter guidance, can you just help us understand the media walkthrough and the ramp? And then, Victor, to your point about, you know, the studios just taking a bit longer, you know, is there an assumption that that $100 million of NOI that you guys lost because of the strikes, that that will come back? Or is, you know, meaning annualized this year, or is that something that could get pushed out, you know, the recovery of that $100 million could get pushed out to like 2026 or beyond.

Victor Coleman (CEO and Chairman)

So let me start with a generic Alex, so thanks for the questions, and then I'll let Harout jump in on the first on the first part. We'll walk you up the ramp a little bit, okay. So our prepared remarks sort of indicated in the last quarter that we assumed when the strike was ending in November and then it wasn't ratified till December the production was ceased and desisted until January. The current state of affairs right now is any production that was in filming is back up and running now. Anything that was green lit is now has to be green lit again and the timeline has been delayed because writers had stopped writing they couldn't write. And so we assumed that we would have a back-end year and that's been the assumption and how we've ramped you up to the second half of the year.

It may be, you know, second quarter, late second quarter. We're very comfortable it's going to be third and fourth, and seasonality is not going to play as much of an issue going forward on that basis. In terms of the $100 million, yeah, we think we're going to get there this year, but it could trickle through the first quarter. It's clearly been January, the holds for the sound stages and the activity is there.

The production has not been executed because the script writing and other aspects around that have not been completed. We do think there are multiple holds that are going to be executed for leasing, and I think pretty much comfortable that how we've looked at this analysis being at, you know, this quarter is going to be low relative to the fourth quarter which will be high. That step up is exactly where we believe that it's going to be. Harout, you want to walk through it?

Harout Diramerian (CFO)

Sure. So Alex, good question on the impact on the media on our guidance. So you know the media, specifically Quixote, and the timing around the activity there is contributing about $0.15 of our FFO. So meaning had that normalized quicker we'd have $0.15 more of FFO and you can kind of see that in our results of activity for the remainder of the year. We're going from roughly a midpoint of $0.17 in Q1 to an average of I think almost $0.30 the rest of the year if you know back into the number. And that basically is the biggest driver is Quixote as a result of again the slower ramp up of the studio business. I think if you normalize for that you know we'd be much more in line.

Alexander Goldfarb (Managing Director)

Okay. And then the second question is maybe Art can comment. One of the positives that we were hoping for this year last year you guys were hit by Block you know which was a big impact. WeWork big impact. This year the granularity of the lease exposure was much smaller. I think the biggest one was like 90,000 and then 80,000 and then it dropped off precipitously. So it was much smaller impact.

Based on your leasing comments that, you know, occupancy could, you know, decline through the third quarter, that leasing, tech leasing, is still tepid, do we still have comfort or do you guys still have comfort in the granularity of this year's lease exposure that we won't really see big impacts the way we did last year or are you viewing that, you know, the lease exposure this year while smaller tenants, we could end up with sort of the same trajectory, if you will, this year that we saw last year?

Mark Lammas (President)

Alex, this is actually Mark because those are my comments as it related to softness in the first part of the year. I'll just give you a little bit of color around that and then you know Art can comment on you know status of some of the upcoming expirations. But yeah so our own expectations is that for the first half of the year we're likely to see a bit of softness on our occupancy levels relative to where we ended the year with steady improvement in the back half of the year.

Just to put a finer point in terms of what that boils down to in terms of numbers, if you take our 2023 expirations together with our scheduled 2024 expirations, about 1.7 million sq ft of total expirations. If you take say 40% retention on that, which would be a historically conservative amount. We typically retain better than that amount, but if you took 40% it's about 700,000 sq ft of that. We've already executed 75,000 sq ft of that. That leaves us about 1 million sq ft of leasing to do on existing availability. We've already executed about 160,000 sq ft of that so that leaves you about 840,000 sq ft to spec new leasing on existing availability. It's fairly easy to get back to where we ended the year on occupancy. So 840,000 sq ft is you know fairly you know high level of activity.

As we indicated in our prepared remarks, you know, the team is, as we do every year heading into year-end, we do a very, very detailed deep dive into every asset, every available space. As we sit today, we think that number is achievable, which is why we commented in our prepared remarks that we think it's in sight to get back to year-end 2023 occupancy by end of this year.

Art Suazo (EVP of Leasing)

Alex, if you know we're 40% you know in active process right now which we feel really good about. But you made a comment about small tenants. Yeah that's exactly right. That number is going to grow because you know our average tenant size is well under 10,000 sq ft there you know later year and these tenants aren't engaging just yet. So this doesn't reflect that. Once they start engaging you know the small tenants are going to that number in the aggregate is going to help us a great deal.

Alexander Goldfarb (Managing Director)

Thank you.

Operator (participant)

The next question comes from Michael Griffin with Citi. Please go ahead. Hello Michael, your line is now open. Please proceed with your question.

Michael Griffin (Senior Equity Research Analyst)

Sorry, sorry, I was on mute there. Question for Harout just kind of on the cash balance and sources and uses. You know, if we look, I guess, relative to last quarter from this quarter, your cash balance went up about $25 million, but then I'm just trying to reconcile the $700 million that came in from the One Westside proceeds and then paying off the construction loans there gets me to about $500 million or so, maybe, of net cash proceeds. So could you walk me through kind of where the remainder of that went and any commentary around that would be helpful.

Harout Diramerian (CFO)

Sure. Just a reminder the $700 million is not all ours. We have a 25% partner and so we take the $700 million. There are some closing costs. There is a holdback of about $16 million that's we should get by the end of 2024 and the remainder was first used to pay down the construction loan and then our net proceeds were used to pay down our line of credit. So you know every dollar every extra dollar we had we used to pay down line of credit. So we have another like I said another $16 million coming to us well split between us and Macerich that will come at the end of 2024.

Michael Griffin (Senior Equity Research Analyst)

Gotcha. That's helpful. And then maybe just the more broad question on your markets and distressed opportunities you're seeing out there. Obviously it seems like you know one of the priorities is to pay down debt and get the balance sheet in better order. But you know if you do see distress out there could you look to capitalize on any opportunities?

Harout Diramerian (CFO)

Yeah, Michael, listen, we're not seeing distress that is attracting us right now. We are evaluating price per pound and the cap rate movements in all of our markets, but there's not a tremendous amount of deals out there that are truly the forefront deals that I guess Hudson would want to, you know, partake in right now. We've got our finger on the pulse clearly as to what's in the marketplace. I would say the activity that you're seeing that has been, you know, obviously given back to some of the lenders or certain sellers are looking to sell assets. There's more about a, like, an owner-user type aspect versus a value-add aspect right now.

That being said, you know, I think we're going to see some opportunities that may be intriguing with existing partners on assets that we may have opportunities of taking out at some pretty good valuations for the company to move forward on if there's upside in those assets. So we're in the market, I would say. I mean, of course everybody's focused on San Francisco because of its depressed aspect, but there's only been a few deals done there. There's going to be opportunities in Seattle. There's going to be opportunities in the valley, and there's also going to be opportunities in Los Angeles.

Michael Griffin (Senior Equity Research Analyst)

Great. That's it for me. Thanks for the time.

Operator (participant)

The next question comes from Blaine Heck with Wells Fargo. Please go ahead.

Blaine Heck (Executive Director and Senior Equity Research Analyst)

Great thanks. Good morning. I was hoping you guys could give a little bit more color. I know you guys are done breaking out studio versus office same store guidance, but I do think that coming into 2024 there was some optimism that the studio side could show some better results in the services business that could offset some headwinds on the office side. So you know, any sort of general color you could give on the contribution of each of those to the overall same store number would be really helpful.

Harout Diramerian (CFO)

So you know we've made a decision a while ago to only provide same store for the company overall instead of breaking it out between the two. But you can see that the preponderance of our business is the office side and you know that's been the driver of our projection. There is some growth obviously in the media side but you know the driver for at least 2024 is office. But just as a reminder the Quixote business which is the operating business is not in our same store number. So if you add that in and we change the definition of same store I think would be up 5% year-over-year. So just to give you some context there.

Blaine Heck (Executive Director and Senior Equity Research Analyst)

Okay. That's helpful, Harout. Just you know a follow up on that to dig in on the office side. You do have a lot of vacancy at 1455 Market from the Block move out. Can you just give us an update on your thoughts around backfilling that space and what's included in guidance if anything?

Victor Coleman (CEO and Chairman)

Yeah, let me start and I'm going to have Art dig in. You know we have right now in negotiations about 155,000 feet of deals. I think that could grow substantially with some existing negotiations and interest levels over the next you know 12-24 months. The assets uniquely positioned because of the current build out with Block and Uber that space is so unique and large floor plates Blaine that that seems to be where the interest level is.

You know clearly the deals that we did with Block and Uber were in a different timeline. The market has shifted back to not necessarily where those levels were but at least closer to where they were than where the rents would have been when they exited. We still have a little bit of headroom there, and I think we're comfortable with some of the aspects on those deals that we're looking at.

Art Suazo (EVP of Leasing)

Yeah, I mean, relative to our vacancy in San Francisco, I mean, the preponderance of it is in 1455 for the reasons Victor described. In addition to that, remember it's really two buildings in one, right. It's not just the build out that the residual value in the build out but it's 90,000 sq ft plates on the podium and 25,000 sq ft plates in the tower which is you know quite appealing to the users we're talking to. Yes, there's 150,000 sq ft that we're actively in negotiations on right now. I just want to underscore that the growth behind it from within these tenants will have would happen you know fairly imminent.

Blaine Heck (Executive Director and Senior Equity Research Analyst)

Great. That's helpful. Last question for me. Can you talk about the impairment charge you guys took in the quarter and what that was driven by just the situation around that?

Harout Diramerian (CFO)

Yeah, sure. You know we're required to evaluate our assets. It's a gap evaluation not a market evaluation to be clear. This is not an indication of fair value but just kind of an indication of where there might be some impairment in terms of the valuation compared to our book balance. And so it primarily—I mean I don't want to get specific on it but it primarily relates to a couple assets that compared to the undiscounted cash flow don't seem to be long term value adds. So I mean I don't know what else to say about that but that's it.

Blaine Heck (Executive Director and Senior Equity Research Analyst)

Okay. So just to be clear, this isn't to suggest that you guys are looking to kind of dispose of any assets, but this was a revaluation that was triggered by something else.

Harout Diramerian (CFO)

Correct.

Blaine Heck (Executive Director and Senior Equity Research Analyst)

Okay. Thank you guys.

Operator (participant)

Our next question comes from Caitlin Burrows with Goldman Sachs. Please go ahead.

Julien Blouin (VP of Real Estate Global Investment Research)

Hi, this is Julien Blouin on for Caitlin. Thanks for taking the question. I had a question on G&A. It looks like G&A is going to be a little bit higher year-over-year and certainly higher than we were expecting. I guess last year I think you mentioned you were looking to reduce costs and reevaluating G&A and the company has yet to reinstate the regular dividend to common shareholders. I guess what is driving G&A higher and are there any opportunities to lower it?

Harout Diramerian (CFO)

Let me answer the second one first. Yes, there's opportunities to lower it and we're going to constantly evaluate the G&A to make sure it's right sized. The increase year over year is primarily driven by an incentive plan. So it's while the expense is high, it's really going to be driven by stock price and return. So it aligns the management's interest with the investor's interest, meaning the shares won't be issued unless we achieve certain hurdles. So for accounting purposes they're valued at target and those numbers can seem high year over year but that doesn't mean you actually incur those costs because if you don't achieve those goals none of those shares are issued but the expense is still in our underlying numbers.

Mark Lammas (President)

Do you want to mention that more picture for last year?

Harout Diramerian (CFO)

Yeah, and also, thank you, Mark. Just reminded me, in the prior year, you know, we we removed that portion of the incentive plan in 2023, which it caused an increase year-over-year from, you know, 2023-2024. If you compare that to if you compare G&A from 2024 to 2022, the increase isn't as stagnant. It's, you know, it's it's a small increase, but that's what drove the year-over-year increase is the lack of the same plan in 2023 compared to 2024.

Julien Blouin (VP of Real Estate Global Investment Research)

Got it. Okay. That's helpful. And then maybe one quick one on the covenants. I guess the debt service coverage and adjusted EBITDA covenants tightened again in the fourth quarter. I know some of the others got sort of amendments and were helped by the flexibility received. I guess how do you expect those specific covenants to trend in the coming quarters and will an improvement in the studio NOI eventually start to help these metrics?

Harout Diramerian (CFO)

Yeah, for sure. Let me just—I don't want to gloss over the improvement. Remember last quarter the one covenant that everyone was concerned about was the unsecured indebtedness to unencumbered asset value which was at 57.7% and this quarter is at 41.8%. I don't want to gloss over the improvements there. Yes, some of it relates to the adjusted definition but the rest of it is driven by the, you know, management's reduction of debt, payoff of debt from asset sales. So you know that is important. It's not just the definitional changes associated with a line of credit but to address your specific points around the EBITDA and fixed charges. So that's a trailing number. So right now we're trailing a lot of the higher interest expense before the pay down that once that you know burns off it will start changing directions.

And yes, the studio business will help that number as it starts improving. So we expect that to start improving. I'm not saying it's going to be, you know, immediately up to back to 2.6, but you know our projections assume it's going to improve over the year.

Julien Blouin (VP of Real Estate Global Investment Research)

Okay. Great. That's really helpful. Thank you.

Operator (participant)

The next question comes from John Kim with BMO Capital Markets. Please go ahead.

John Kim (Managing Director of U.S. Real Estate)

Thank you. On the studio and services ramp in this second half of the year getting you to about $0.30 FFO per quarter, does it improve in 2025 as you realize some of those synergies in Quixote and you get the full benefit of Glenoaks or is $0.30 maximum?

Harout Diramerian (CFO)

Oh, no, no. We expect, sorry, John. So just to be clear, it's not. I just want to make sure I didn't misconstrue it. It's not $0.30 for the media business. It was $0.30 overall based upon the math. Okay. But the media business we expect it to continue to improve year-over-year. So we definitely think there'll be improvement not only from the synergies of the business but also just the overall business itself as it continues to get back to normalization. So 2024 again because of Q1 is a much lower year just that alone is going to increase it in 2025 without everything else that we just mentioned.

John Kim (Managing Director of U.S. Real Estate)

Okay. So getting the $0.30 in third and fourth quarter would imply $0.28 of FFO in the second quarter. What are the chances that that disappoints just given the slower ramp up of production?

Harout Diramerian (CFO)

It's really hard to know. You know we're starting to finish first quarter. For us to go ahead and comment on second quarter and thinking it might disappoint is a bit early. I don't think we would have provided the guidance numbers we did if we thought it was going to disappoint. So I think we feel pretty comfortable with them and yeah that's all I can say.

John Kim (Managing Director of U.S. Real Estate)

Okay. My next question is on leasing activity. I think Mark mentioned two-thirds of that was in the Bay Area this past quarter, but then also tour demand has accelerated. I was wondering if you could break down that tour activity among your major markets: LA, Seattle, San Francisco, and Silicon Valley.

Art Suazo (EVP of Leasing)

Sure. This is Art. Tour activity really kind of goes hand in hand with what we have in our active pipeline and I would say that you know 65% of the 1.9 million is you know spread out throughout the Bay Area pretty evenly. So you know if we're you know we're talking about 1.2 million 1.2 million of the 1.9 million is across the Bay Area. And so you know the team is working you know ferociously to try to get all of those through the pipeline. You know it's going to come down to you know deal velocity you know how long it's going to take to do some of these deals. And going back to the first part of that question which is tour activity right that's the that's the precursor to to all of this.

And so the fact that we're up, you know, kind of 6% quarter-over-quarter both in number and square footage bodes well for the coming quarters. And so, of that percentage, Seattle both Seattle and Seattle's 20%, close to 25%, and the rest rounds out LA, where we don't have a lot of vacancy or expirations, and Vancouver.

John Kim (Managing Director of U.S. Real Estate)

May have missed this, but what was the 6%? I thought the activity was 50% higher.

Art Suazo (EVP of Leasing)

The tour, no, the tour activity.

John Kim (Managing Director of U.S. Real Estate)

The tour activity was 6% higher?

Art Suazo (EVP of Leasing)

Yeah, year-over-year it's 50% higher, right? 6% sequentially. Yeah.

John Kim (Managing Director of U.S. Real Estate)

Sequentially. Okay. Got it. Got it. Great. Thank you.

Operator (participant)

The next question comes from Rich Anderson with Wedbush. Please go ahead.

Rich Anderson (Managing Director)

Hey, good morning. On the topic of sort of greenlighting new production and understanding, you know, it takes it's going to take some time because the writers were on strike as well. You know, to what degree did that take you off guard like it did the street apparently in terms of how your the cadence of your quarterly guidance or your quarterly results you know that we're we're envisioning for 2024. And but a bigger question is, does this does this suggest that there could be like this pent-up option or activity I should say in the back half of the year. You don't want to guide to that but maybe there's a you know a real chance to have a 2x type of catch up in your studio business on the other side of all of this. Is that something that's at least possible?

Victor Coleman (CEO and Chairman)

Well, let me sort of make a general comment. I mean, once the stages are leased, they're leased, right? So, you're going to have the revenue stream on the stages whenever they're fully leased. In terms of the annual revenue in the Quixote business, yeah, I mean, you know, still on the market share for our transpo business, you know, we still have 70% of the market share. So, when that industry is fully up and running, we're going to benefit from it. I don't know if you know, Rich, I don't know if it took us off guard. I mean, listen, what took us off guard is the fact that the industry stopped and it never started even when the strike was over. It didn't start until January because it wasn't ratified till December and they didn't work in December.

So there is a ramp up period. We've always said that that ramp up period should be fairly aggressive and we're going to benefit from it. I guess what surprised us was really the greenlighting of shows was truly the writers didn't write. I mean as opposed to if you look back at COVID there was communication and writing and when they got to the point that they were going to produce content it started right away. This is just taking time.

As we mentioned in our prepared remarks you know the majority of our tenants in the industry have still maintained a budget of production content that is going to be for this year. It will be back ended but they're not coming off of their numbers and we don't think it's going to be the case for 2025 or going forward. So yeah, I think we're pleasantly looking for production to start and once that ramp up starts it should continue.

Rich Anderson (Managing Director)

Okay. And then second question is on 2025. Mark, you said you know we're back to 1.5 million sq ft for 2024 in terms of office expirations but it pops back up a little bit in 2025, you know, approaching 2 million sq ft and 18% of the portfolio. Do you guys see anything there that is sort of on your radar screen you know sort of like a watch list further out or are things feeling a little bit more stable you know with a longer term view?

Mark Lammas (President)

Well, I mean, we'll tag team this with Art. I mean, as you know, we've got Uber in 2025, early 2025, at 325,000 sq ft. Victor mentioned activity we have at 1455 Market, which, you know, helps address the square expiration and could even get us a head start on inroads there. After that, you know, the expirations in 2025 at least taper off. We've got Google for 180,000 sq ft at Foothill. We're keeping an eye on that. I don't want to get too far into Art's commentary here, but as we go throughout the rest of the year, the expiration size at least comes down from there and there is some activity on that. Art, do you want to.

Art Suazo (EVP of Leasing)

Yeah, to put a finer point on what Mark said about 1455. Yeah, some of the space we have actively in negotiation, and the deals behind that or the square footage behind that is both on the Uber and the Square space. So, looking at both of them concurrently. And then beyond that, you know, there's some mid-sized deals that we're in negotiations on that are perhaps right-sizing, but you know nothing that's alarming beyond you know the first kind of couple deals that Mark mentioned.

Rich Anderson (Managing Director)

Okay. Okay. Fair enough. Thanks.

Operator (participant)

The next question comes from Tom Catherwood with BTIG. Please go ahead.

Tom Catherwood (Managing Director and REITs Equity Research Analyst)

Thank you and good afternoon everybody. Victor, in the press release and your prepared remarks you noted your commitment to de-levering. Can you provide your thoughts on near-term levers to progress towards that and maybe what parts of the portfolio you consider untouchable when it comes to raising capital to repay debt?

Victor Coleman (CEO and Chairman)

A great question. You know, first of all, we have a few deals right now that we've got some reverse inquiries on. We're currently not marketing any asset to de-lever the portfolio, but we have at least three transactions that have come to us, and two of which are by buyers. You know, I think we maintain that we want to look at our B assets in the portfolio and eventually get rid of them at the right price and the right terms and the right conditions. There is no fire sale going on because we did a phenomenal job in the $1 billion last year that sort of righted the ship from the capital markets standpoint.

But we do have a couple assets that I think will fall into the category of disposition for the first half of this year and potentially you know the ones that are as you look at it like off the table. There really is only one asset that we currently have in the portfolio that would be considered a Class A asset that we've got a reverse inquiry on that we would consider. The rest of them are not things that we can't live without I guess I would put it that way.

Tom Catherwood (Managing Director and REITs Equity Research Analyst)

Appreciate those thoughts. Thanks Victor. Then maybe moving over to San Francisco the GitHub renewal was a welcome surprise especially given CEO's prior plans to go fully remote. Can you share any insights you may have into their changed real estate strategy and maybe whether there's any read through for other tech tenants in your portfolio?

Victor Coleman (CEO and Chairman)

I mean, on a general basis, you know, there is a lot of these tenants have come back and revisited the, you know, work from home status. You know, we're, as we said in the prepared remarks, you know, we feel very comfortable; we're at the tail end of this. Candidly, we're a little surprised that it's taken this long, and the West Coast is a, you know, a slower mover as we're all feeling and unfortunately living with every single day. I guess you guys all know what my thoughts are around that. But that being said, I think there's a generic push for interaction, for onboarding, and culture, and GitHub is a great example of that.

They realized that they needed space, albeit they didn't need all of it, but they needed space. And you know, hopefully that follows suit with some of the other ones we're talking to right now that we thought were, you know, also going to take a different direction and now have come back and ask for renewals. So that's that's the general tenor. It seems as if the majority of the tech tenants have have made their decision as to what direction they're going in and now they're executing on it.

Mark Lammas (President)

That's right, Tom. You know, it was a win all around for the reasons Victor mentioned, and we are seeing that with the other tenants. There's this idea about right-sizing and it's really discovery period to figure out. They figure out now people are coming back. They figured out we need space. Now they're just trying to figure out how much space and this is a great example of that.

Tom Catherwood (Managing Director and REITs Equity Research Analyst)

Just quick follow up on that, is this, and again I know each lease is different, each tenant is different, but is this a trend you're seeing more of in specific markets or is the kind of rethinking and setting of the real estate strategy pretty consistent across every, you know, across your portfolio?

Victor Coleman (CEO and Chairman)

Yeah, I think the decision making is consistent across the board, right. It starts with, you know, cost savings, getting your employees back, which, by the way, has been no small task, and we kind of, we're past. We're getting through that hurdle, but no, we're seeing it everywhere.

Tom Catherwood (Managing Director and REITs Equity Research Analyst)

Got it. Appreciate the insights. Thanks everyone.

Operator (participant)

The next question comes from Ronald Kamdem with Morgan Stanley. Please go ahead.

Ronald Kamdem (Managing Director and Head of U.S. REITs and CRE Research)

Hey, just my first one is just starting with the, I guess, both the studio and the same-store NOI guidance. So number one, can you just contextualize sort of what did the studio do in 2023 and how much is baked into the guidance in 2024 versus ultimately, you know, the ultimate amount which I think was 120+? Just what's that? What's the context on that? And then so tying it to the same-store NOI, trying to get a better understanding of this down 12%—what are the pieces, right? How much of that is, you know, again I know you're not breaking out studio versus office, but maybe what are the big lease expirations doing to it? What other pieces can we think about this down 12% which is a pretty large number?

Harout Diramerian (CFO)

Sure. I just want to make sure I understand the 120. I'm guessing that's the media number that kind of we've disclosed. That's a consolidated number that also includes the Quixote activity not just the same-store. So that Quixote activity that I stated previously is not in the same-store number. So the 14%, sorry, the number that we disclosed for the same-store is without Quixote. So if you factor that in I think I mentioned earlier we'd be roughly at a 5% year-over-year increase which is part of the whole activity for the company.

In terms of the drivers year-over-year on the opposite side, I mean a big one obviously is Square bringing that number down and then WeWork giving back some space at a couple of our buildings and we also as I mentioned in my prepared remarks you know we received some security deposit impact in 2023 that's not recurring in 2024 so it's you know impacting the numbers year-over-year.

Ronald Kamdem (Managing Director and Head of U.S. REITs and CRE Research)

Got it. Okay. So, I guess my last one would just be on the disposition activity. I think you touched on this earlier, but just on the disposition activity. How are you guys thinking about that? Any other assets in the market? What sort of is the right way for us to think about that? Thanks.

Victor Coleman (CEO and Chairman)

Well, as usual, I mean, listen, we're not going to tell you what we're disposing of, so you know, we're not, we're not going to do it until we make the announcement of those assets, but I think I just covered that in the last question. You know, the ones we're looking at right now are all reverse inquiries, and there's at least three of them, and there may be more.

Ronald Kamdem (Managing Director and Head of U.S. REITs and CRE Research)

Thanks so much.

Victor Coleman (CEO and Chairman)

You got it.

Operator (participant)

The next question comes from Vikram Malhotra with Mizuho. Please go ahead.

Vikram Malhotra (Managing Director)

Morning. Thanks for taking the question. I just want to go back to the studio side and you know again we're all trying to just ramp up and understand the kind of the variable non-variable piece of it is a piece of it but is the tour activity that you mentioned being up 40%-45% is that a good leading indicator like what are other indicators you are monitoring to kind of realize that hey the ramp is real or likely and especially the new production as opposed to stuff that has just stopped.

Victor Coleman (CEO and Chairman)

So Vikram, I'll start with that. Listen, the activity is holds, right? I mean, holds on space is the first, right, and as a result they're reaching out for vacant spaces on the soundstage side. Once they get picked up, then the equipment starts going out the door from that point on, and as I mentioned earlier, you know, anything that was in production is now back in production. So it's all sort of happening at the same time. I mean, Mark.

Mark Lammas (President)

Yeah, just to add a little bit more color, that we are—that's exactly what we're watching as Victor has now, I think, responded to three or four times at this point, everything that was.

Vikram Malhotra (Managing Director)

Hello? Hello?

Operator (participant)

Apologies everyone. It appears that the speakers have disconnected. Please be patient and please wait.

Mark Lammas (President)

No, we're here.

Operator (participant)

We're standing by.

Mark Lammas (President)

We're here. Hello, operator, we're here.

Vikram Malhotra (Managing Director)

Yeah, this is Vikram. I'm sorry, I don't know where you got cut off, but I don't think anyone could hear you.

Mark Lammas (President)

Yeah, sorry, Vikram. We were just we were just adding a little bit of color in response to your question. We are watching, you know, where television and film show counts are, and I don't know if you heard this, but the good news is we are back above where we were at this time last year, but we are still behind or below 2021 and 2022 levels under 2021 by say 18% and by 25% under 2022 by 18%. 2021 was an exceptionally high year because of making up for the pandemic.

In any event, as we project out by show count, we'll for L.A., which is where, you know, the lion's share of our Quixote businesses and our stages are, we do anticipate show count to be at a normalized level at or close to 2021 or 2022 levels sometimes towards the endish of second quarter, early third quarter, and that's the sort of the one of the key barometers that we're keeping an eye on as we think about the recovery in the studio business.

Vikram Malhotra (Managing Director)

Got it. Okay, that's helpful context. Just on the office side, you mentioned the occupancy is under pressure the first, I think, three quarters and you expect to ramp back up. I'm just wondering, I think you said 40% on the expirations but in the pipeline or perhaps these are like leases in place or just stuff that's signed but not commenced like what gives you the insight into sort of the down in Q3 and then up in the fourth quarter that seems very specific.

Victor Coleman (CEO and Chairman)

Well, it is very specific because that's the way we model our activity. It's as granular, Victor, as you could imagine. I mean, this is inputs from every person on our leasing team assigned to their respective assets, and it goes suite by suite on renewal likelihood of renewal or not renewal on activity on available space. And so when we look at an output, say, at the end of any particular quarter, it is very specific. It's not some high-level input and output. It's a very specific result based on very specific inputs and outputs, and I don't know how else to explain it other than to say the result of all of those inputs is that we see a bit of softening in the first half on occupancy with a steady recovery in the third and into the fourth quarter. You know.

Vikram Malhotra (Managing Director)

Okay.

Victor Coleman (CEO and Chairman)

I don't know what else to add.

Vikram Malhotra (Managing Director)

Yeah, I can follow up. I was just wondering whether it's the lease rate or the occupancy because if it was occupancy it must have been you're close to signing a bunch of deals which would hit occupancy in second half.

Victor Coleman (CEO and Chairman)

Yes, it is. I was being very specific about occupancy just because that's what's informing guidance.

Vikram Malhotra (Managing Director)

Got it. Okay. And then just last one, Harout. Could you clarify? I was just confused on what changed in the stock comp plan that was not there last year and is there this year. I'm wondering, like, have the metrics on which you award stock changed or something else? I was just confused, like, you said something was not there last year but it is this year.

Harout Diramerian (CFO)

Yeah, so last year we didn't have our part of the stock comp plan that is driven by share metrics, if you will, like share stock price metrics that did not exist last year.

Victor Coleman (CEO and Chairman)

Can I just say, because this is—again—we, the senior management team, forfeited a portion of our long-term incentive program. We voluntarily did that, and so that's one of the year-over-year differences.

Vikram Malhotra (Managing Director)

Okay, that's helpful. That clears it up. Thanks so much.

Operator (participant)

A final question today.

Victor Coleman (CEO and Chairman)

Operator, we're going to take one more question because. Yeah, sorry, sorry. This would be our last question because I'm sorry we went over, but we had a technical problem. Go ahead, Dylan.

Operator (participant)

A final question today comes from Dylan Burzinski with Green Street. Dylan please go ahead.

Dylan Burzinski (Senior Analyst)

Yes, thanks. Thanks for taking the question, guys. Just one quick one sort of given everything that's going on across your markets in terms of just vacancies and sublease availability continuing to move higher here. I guess do you guys expect to be able to maintain face rents in this environment or can we finally start to see pressure on this front?

Harout Diramerian (CFO)

Yeah, I think that's a really good point. Right now, you know, we did have a slight mark-to-market last year and the year before on an upward mobility. I think we're looking at it being flat right now to slightly down. You know, the interesting thing is, Dylan, we're not seeing the concessions add in the same way from a free rent change and/or increase in any CapEx or TIs. That being said, you know, I think we are comfortable at our rent matrices that we're going out with and we're not getting pushed around a ton on that, you know, with at least with the deals that are in negotiations right now. You know, we're going to continue to monitor that, but it's not something that's surprising us to say, oh, we're coming off some big numbers or we're coming off current rent numbers.

It's obviously going to be, you know, based upon the availability and the quality of the space and we still maintain that our quality is high enough to sort of absorb the kind of rental rate structure that we're currently at.

Dylan Burzinski (Senior Analyst)

Perfect. Thanks for that color. Have a good one guys.

Victor Coleman (CEO and Chairman)

Thank you, Dylan. Sorry that we went over, and I apologize for those who we couldn't get to the questions to, but I know lots of you will be reaching out to the team. Thanks so much, operator. Have a good day.

Operator (participant)

Goodbye.