Jerry Sweeney - President, Chief Executive Officer and Trustee Thomas Wirth - Executive Vice President and Chief Financial Officer George Johnstone - Executive Vice President of Operations.

Jamie Feldman - Bank of America Merrill Lynch Craig Mailman - KeyBanc Capital Markets John Guinee - Stifel Manny Korchman - Citigroup Michael Lewis - SunTrust Robinson Humphrey Richard Anderson - Mizuho Securities Rob Simone - Evercore ISI.

Good day, ladies and gentlemen and welcome to the Brandywine Realty Trust Second Quarter 2018 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder, this conference is being recorded.

I would now like to turn the conference over to Mr. Jerry Sweeney, CEO. Sir, your may begin..

Shelby, thank you. Good morning everyone and thank you very much for joining us and for participating in our second quarter 2018 earnings call.

On today's call with me today are George Johnstone, our Executive Vice President of Operations; Dan Palazzo, our Vice President and Chief Accounting Officer; and Tom Wirth, our Executive Vice President and Chief Financial Officer.

Prior to beginning, certain information discussed during our call may constitute forward-looking statements within the meaning of the Federal Securities law. Although we believe estimates reflected in these statements are based on reasonable assumptions, we cannot give assurance that the anticipated results will be achieved.

For further information on factors that could impact our anticipated results, please reference our press release, as well as our most recent annual and quarterly reports filed with the SEC.

So, as we normally do, we will start with a review of our quarterly results and an update on our 2018 business plan, and as indicated in our press release last evening, our 2018 business plan is progressing quite well.

We are significantly done on our revenue plan with a strong pipeline of pending leasing activity, and our operating plan also remains on very solid footing. The balance sheet is strong with ample financial capacity.

Based on recent activity, we are now 92% leased on our development and redevelopment pipeline, and while we don’t have any investment activity building to the remainder of our 2018 plan, we do continue to actively monitor the investment market for sale and value-added acquisition opportunities. So real estate market conditions remained strong.

George will walk you through some of the specific market statistics. And summer slowdown notwithstanding, we continue to experience a solid volume of space showings and have a sizable tenant prospect pipeline of 1.8 million square feet, which is up from last quarter.

So we very much remain focused on completing our 2018 business plan, generating positive cash flow growth, executing leases that generate net effective rent increases, and seeking growth opportunities including proceeding on our development pipeline. In looking at operations, we ended the quarter at 92.3% occupied and 94.2% leased.

We did expect these metrics to remain flat from first quarter numbers. Our business plan anticipates and as supported by our pipeline, a sequential improvement during the second half of the year; and as such, we are maintaining our year-end targets.

Mark-to-market on a GAAP basis during the quarter was a very strong 22.8%, which brings us to almost 16% for the first half of the year in excess of our targeted range of 8% to 10%.

Mark-to-market on a cash basis was also at the upper end of our range; and based on forward activity, we expect full year results to achieve or exceed these targeted ranges.

Our speculated revenue plan is 92% complete on a revenue basis and 75% on a square footage basis with the majority of the remaining activity being in our Pennsylvania Suburban and Metropolitan DC operations. George will provide additional color on our pending activity and pipeline.

Tenant retention for the quarter was above our annual target at 79%, or 63% for the first half of the year and our annual target remains unchanged at 67%. Our average lease term during the quarter was 7.8 years, which was above our 7.2 year target. So good operating metrics on those fronts.

GAAP and cash same-store numbers were as expected and below annual business range at minus 2.5% GAAP and 0.3% cash, which is really driven as we talked on our previous quarter calls by an average year-over-year occupancy decrease of 150 basis points.

Again, fully anticipated, and we expect second half performance will return us to our targeted 2018 ranges. Leasing capital for the quarter came above our targeted range at $4.29 per square feet.

That was primarily driven by three long-term leases that we executed in CBD Philadelphia, but based on our forward leasing activity, we are maintaining our 2018 target of $2.75 to $3.25 per square foot per lease year. We expect we will be above our range in Q3 and below in Q4.

But our mark-to-market rent growth, combined with our longer lease terms and good control over capital costs has generated an 18% increase in our same-store net effective rents over the last several years, and we are still projecting just shy of a 7% increase in 2018 net effective rents over 2017 levels.

On our balance sheet, Tom will talk about that in a few moments, but our balance sheet and liquidity metrics continue to improve as evidenced by the following metrics. We increased our weighted average maturities by 1.2 years almost to 7.2 years on average.

We ended the quarter with a net cash balance of $108 million with a zero drawn on our $600 million line of credit. Tom and his team did a marvelous job completing a recast of our $600 million line of credit on improved terms, including a reduction in our borrowing rate.

We have also launched a recast of our seven year term loan and anticipate that will close within the next 30 days.

In pursuit of our balance sheet, the strengthening strategy, we also paid off the debt on our 1919 Market Street joint venture property that is now unencumbered and that was met by the partners whose providing their pro rata share of the $88.8 million pay-off of our construction loan.

Net debt-to-EBITDA did increase to 6.2 in the second quarter, primarily due to the additional investments in Schuylkill Yards, again, we anticipated that and we still projecting at 6.0 times by year end.

On the investment front, with the exception of previously announced sale of Evo in a small second quarter sale, we do not have any additional acquisitions or dispositions included in our 2018 plan.

As I did mentioned, we are continually canvassing the market for sale opportunities, as well as exploring a recapitalization or exits of several of our joint ventures. The clear focus of this activity is to maintain earnings momentum and steadily improve our cash flow growth rate.

Proceeds from any incremental sales will be used for joint venture simplification, value-added growth opportunities, and meeting any of our development funding requirements. And on our development front, we made excellent progress during the quarter, and year-to-date.

All of our development activities are clearly outlined on pages 13 to 15 of our supplemental package. Bottom-line, the development pipeline now stands at 832,000 square feet and roughly $270 million or 92% leased at a weighted average cash yield on cost of 9.2%.

The development pipeline pre-leasing increase was primarily driven during the quarter by leasing Broadmoor Building 6% to 95%. As we’ve previously announced, 500 North Gulph Road is a great renovation success for us. That project will be both completed and stabilized by year-end 2018.

It will have a cost of $29.7 million and will generate a 9.3% initial return on cost and over 12% return on cost cash-wise over the lease term. Garza Ranch continues to perform for us and to-date, we’ve generated just shy of $30 million of land sale proceeds and as expected, this quarter recognized the $2.8 million land gain.

We anticipate in the next 30 days commencing a 250,000 square foot build-to-suit office building that will be owned by one of our existing clients FHI and we will be earning development fees totaling approximately $2.6 million over the next six quarters.

In addition, we continue to own the final land parcel that is owned for another office building of 150,000 square feet. We are in the active design development process for that and are actively marketing that site for pre-lease. Our Four Points project in Austin continues to progress on budget and schedule.

That’s a 165,000 square foot project, 100% leased to an existing tenant under a ten year lease. That will deliver in Q1, 2019 at a projected 8.5% return on cost and it’s important to note that 73% of the 45,000 square feet that tenant will leaving behind has already been re-leased at a almost 9% cash and almost an 18% GAAP mark-to-market.

At 906 and Broadmoor as I mentioned, we’ve returned that to a stabilized occupancy levels. But we did have to push it back to Q4 2018 simply due to a delay in signing a lease on that final four floor. We do expect to have just shy of a 10% return on cost coming out of that project.

We continue construction of our second building in Subaru of America at our Knights Crossing Campus. That tenant, as Tom will touch on, has exercised their purchase option and we anticipate working with them to sell the building during the second half of 2018.

In June, as we announced, we had made an additional investment in our Schuylkill Yards project by acquiring a second parcel for just shy of $21million. We now own both parcels of land that will comprise the two building sites contemplated in Phase 1. It’s a covered land play with both parcels being used for surface parking.

Phase 1 is in the design development process, which we plan to complete by Q1, 2019. We are also working with our development partners evaluating the ultimate product mix that will comprise that phase and exploring already a range of third-party financing options.

Our objective on Schuylkill Yards is to finalize the design process, identify anchored tenants, select a joint venture financing partner with the herbs of potentially commencing our first building start in late 2019, obviously subject to pre-leasing and meeting those conditions.

The Schuylkill Yards land acquisition is offset by some of our under contract land sales. We will bring our land inventory to 3.4% of assets, which is right inside our 3 to 4 points – 3% to 4.4% land inventory target level. We have also completed all of our approvals for the 405 Colorado project and Downtown Austin.

We are very close to finalizing our GMT on that projects and are actively pre-marketing this 200,000 square foot office project with fully amenitized floor and 530 parking spaces. Activity is really good and we’ll be ready to go once we secure an anchored tenanting.

Several weeks ago, as it’s been reported in local Austin press, we’ve finalized approvals on our 6 million square foot Broadview campus. That process took over 18 months and we really do want to thank the local public officials and Austin City employees who helped us achieve this milestone.

It’s a much overused term, but we really do believe that that Broadmoor campus will be a transformative project that will further accelerate the growth in the Domain area of North Austin.

Our game plan is to immediately now move forward with the planning of Phase 1, which will be a mixed use product consisting of office, multi-family, hospitality and retail.

That phase will require site approval, but if all goes well, and subject to pre-leasing, we would like to be in a position to commence construction on Phase 1 by the end of next year. With that overview, let me turn it over to George to talk about our operating performance and George will turn it over to Tom to review our financial and balance sheet.

.

Thank you, Jerry and good morning. We’ve seen a nice increase in activity levels in all of our markets since last quarter. During the second quarter, we generated 100 space inspections totaling 775,000 square feet. This traffic is up 30% over last quarter and the volume of square footage being inspected was up 53%.

The Pennsylvania Suburbs and Metro DC were the drivers of these increases. As a result, approximately 471,000 square feet of our pipeline is in advanced stages of negotiations. Conversions from tours to proposals is running 63% with31% of those proposals further converting to execute leases. Required new leasing still to be executed is 423,000.

Our current pipeline of new deals in advanced stages of negotiations is 274,000 square foot with a net of 571,000 square feet of issued proposals for new tenancies. So with these activity levels, and our existing level of pre-lease square footage, we remain confident in meeting our year-end leasing targets.

Shifting to our strategic markets and the underlying assumptions contained in our 2018 leasing plans. In CBD Philadelphia, during the second quarter, we increased our leasing percentage to 96.8%. Our largest block of vacancy of the full floor at 1900 Market Street, where we are in advanced negotiations for that entire space.

Rollover in the city ranges between 5% and 9% for each of the next three years. Our largest rollover for the balance of the year is at Cira Center, two full contiguous floors totaling 55,000 square feet vacated on June 30. We have already leased one of these floors to a single tenant commencing in August.

The second of these floors is being used by an expanding tenant in the building through November for swing space. The permanent relet of this second floor is contemplated to occur next year. Our largest 2019 rollover in the cities was Comcast at Two Logan, their 112,000 square foot lease expires December 31, 2018.

We still anticipate them relocating and as such has been marketing the space. We currently have an LOI to backfill 75% of this space if and when they vacate. Turning to the Pennsylvania suburbs, we executed 25,000 square feet of leases in Radnor during the quarter. None of this square footage was within the two large vacates in 2017.

Those spaces 3.5 floors in total continue to see good levels of activity and second quarter tours again outpaced the previous quarter. The pipeline in Radnor consists of 273,000 square feet including three prospects over 30,000 square feet each. Both the number of tours and the square footage of tours outpaced the first quarter.

We remain confident in the depth of that prospect full to lease these reaming vacancies. Plymouth Meeting, Conshohocken and King of Prussia, all continue to perform well with less than 7% vacancy. Rollover exposure in the entire Pennsylvania suburbs during 2019 is only 7.5% with only tenancies over 20,000 square feet.

Each of those are currently entertaining renewal proposals. Shifting to Northern Virginia, tours outpaced the first quarter by 60% and the associated square footage of those tours increased 75%. We currently have approximately 78,000 square feet leases in advanced stages of negotiations. The total pipeline in Metro DC totals 489,000 square feet.

We continue to see a predominance of professional service and IT firms within the pipeline with an average deal requirement of approximately 10,000 square feet. Our spec suite program continues to generate positive result for quick hitting tenancies in the 3,000 to 5,000 square foot range.

In regards to recently reported news on KPMG at 1676 International Drive in Tysons potentially moving. Their 183,000 square foot lease expires third quarter of 2024. They have an early termination option effective third quarter of next year with notice by December 31st of 2018. We have a renewal proposal in front of them currently.

In the event they opt to relocate, we have already proceeded with a comprehensive redevelopment review to improve access to the property, upgrade existing common areas, and reamenitize the building.

Given activity in the Tysons submarket, we see a great opportunity to increase rents by 10% with a 20% return on our contemplated incremental capital investment. Austin remains a top performing market in the nation. Tech industry jobs account for 14% of all jobs in that market. Rents both Downtown and in the suburbs have hit an all-time high.

We leased the last floor Broadmoor 6 as Jerry mentioned will place that property into the core portfolio during the fourth quarter. The 2018 business plan within the DRA joint venture is now 94% complete. Retention for the year within that venture is 875 and rent growth on both the GAAP and cash basis remain in the double-digits.

Based on the market activity, we’ve discussed and the leases already executed for the balance of the year we’re maintaining all of our plan metrics and ranges.

The second half of the year will generate additional occupancy and as a result, we will see quarterly same-store NOI growth outpace that of the first half of the year on both the GAAP and cash basis.

Quarterly same-store results for the second half of the year will further benefit from FMC Tower, 1900 Market Street, 3000 Market Street and 933 First Avenue coming into the same-store mix. So to conclude, we are delighted with the continued achievement on the plan and with all of the activity levels in our markets.

And at this point, I’ll turn it over to Tom..

Thank you, George. Our first [sic] [second] quarter net income totaled $12.9 million or $0.07 per diluted share, and FFO totaled $63 million or $0.35 per diluted share.

Some general observations regarding our second quarter results, our quarterly operating metrics met with our expectations, and although, some of our same-store operating metrics were below our 2018 stated full year ranges, we expect incremental improvement throughout the balance of the year.

As a result, we have not adjusted any of our 2018 business plan metrics. Consistent with our previous guidance, we recognize a $2.8 million gain on the sale of several land parcels located in Garza at the site in Austin Texas.

Our balance sheet continues to improve as our second quarter fixed charge and interest coverage ratios were 3.4% and 3.7% - 3.4 - 3.7 times respectively and 10% and 6% improvement as compared to the second quarter of 2017.

As outlined during our first quarter conference call, we anticipated our net debt-to-EBITDA increasing due to our ongoing developments in Schuylkill Yards investments. So as expected, our net debt did increased 6.2 times, but we expect it to meet our 6.0 target by the end of the year.

Property level income totaled $76.9 million and it’s $1.4 million higher than our projection in the previous quarter primarily due to increased rental revenue and some reduced operating expenses. Looking forward to the third quarter of 2018, we have the following general assumptions.

Portfolio operating income will total approximately $78.5 million and will be $1 million higher as compared to the second quarter of 2018. The increase will be primarily due to our FMC office residential or the retail operations, which should generate about $1 million of incremental GAAP NOI.

Speculative revenue, since we are 92% complete with our speculative revenue plan, the leasing that remains to be completed in 2018 totals $2 million. That remaining $2 million represents just over $0.01 per share of FFO and therefore represents little more impact to our 2018 guidance.

Subaru National Training Center, we are in the process of completing the training center and expect the training center to be substantially completed and occupied during the third quarter. For the third quarter, we anticipate income of approximately $700,000 and $1.4 million for the year.

In addition, we are in the process of selling the project to Subaru and anticipate that incurring during 2018. We are working on that project at this point. Therefore, until we have a final number and have cost will be allocated, we have not put that into our disposition plan. We do not anticipate any income beyond 2018.

FFO contributions from our unconsolidated joint ventures will be $6.5 million. In June 2018, our 1919 Market Street partnership repaid the construction loan through a pari passu cash investment by both partners. The investments of the partnerships was done through parent company loans with our share being $44.4 million.

The property is now unencumbered with any third-party debt. G&A for the third quarter will decrease from $7.5 million to $6.5 million and our annual G&A should approximate $28.5 million. Interest expense will remain steady at approximately $19.5 million with fixed rate debt being 98.6% of our portfolio. Capital interest will be approximately $800,000.

During July, we refinanced our current line of credit which currently has an initial – which currently had an initial May 19 maturity date is now been extended through July 2022 and improved – we’ve also improved the incremental borrowing costs and financial covenant terms also improved. Termination fee and other income will approximate $1.1 million.

Net management and leasing and development fees for the quarter will be $2.5 million, we have no incremental ATM or share buyback activity planned. Additional financing activity, in addition to the amended extended line of credit, we anticipate closing on two additional financings transactions during the quarter.

Term loan C, we anticipate closing a recast of our term loan C from a seven year loan to a five year loan with no change in the maturity date.

The current loan is swapped to fix at approximately 3.7% with a recast of our loan, our interest rate spread will decrease by approximately 50 basis points resulting in an interest savings of about 1.3 million annually. We are also refinancing our MAP joint venture in which we are a 50% partner.

The loan will approximate the current outstanding balance, but lower our interest rate spread by roughly 3.5% resulting in interest rate saving to Brandywine of approximately $3 million annually. That is expected to close this quarter also.

Turning to our capital plan, based on the midpoint, the projected 2018 coverage ratio will be roughly 14%, above last year and the range remains 65% to 71%, based on increased 2018 dividend. The use - for the balance of the six months will total about $230 million.

$115 million of development and redevelopment projects, primarily Sale Point Subaru and 500 North Gulph Road. Common dividend will be $65 million. We expect $17 million of revenue maintaining capital, $24 million of revenue creating capital, $5 million of term loans and line of credit financing costs and $4 million of mortgage amortization.

Sources for those uses are going to be $100 million of cash flow after interest payments, $47 million from the sale of Subaru that is an estimate for right now and $73 million of uses on cash on hand. Based on that capital plan, our projected cash balance will be approximately $35 million at the end of the year. Again, no uses of line of credit.

We continue to project net debt-to-EBITDA to be roughly six times at the end of the year and debt-to-GAV will remain in the high 30% area. In addition, we anticipate our fixed charge coverage ratio improving to 3.5 times and our interest coverage improving to 3.9 times by the end of the year. I’ll now turn the call back over to Jerry. .

Thanks, George, thank you, as well. So to wrap up, the 2018 business plan is progressing extremely well. We know we have a ramp at the end of the year.

We believe that we’ve reassessed the pipeline and are confident in achieving our leasing numbers and if our focus really does remain on growing net effective rents, doing everything we can to narrow the gap between FFO and cash flow and our 2018 plan as we executed we think will provide a great platform for continued growth in further years.

So with that overview, we are delighted to open up the floor for questions. As we always do, we ask that in the interest of time, you limit yourself to one question and a follow-up.

Shelby?.

[Operator Instructions] And our first question comes from Jamie Feldman from Bank of America Merrill Lynch. Your line is now open..

All right. Thank you. Good morning. .

Good morning. .

Jerry, you had mentioned considering some more earn with the JV sale, maybe some asset sales, but trying to keep the limited dilution from earnings.

Can you just talk about – more about your thought process, what assets might be on that – what you might be thinking about selling? And if you start to see – it seems like your guidance is trending towards the higher end of the range, I mean, would you do something more dilutive then if you like earnings with – core earnings heading beyond the top-end? How should we think about that?.

Yes, great question, Jamie. Thank you. The – our perspective is always is that, we always have a number of properties in the market for us we’ve termed it price discovery. I mean, right now, we have assets in Pennsylvania, Maryland and Northern Virginia. Informally on the markets, China identify what we think pricing could be.

And our real objective there is, we take a look at assets that we think are not generated in the type of internal growth that we are getting out of a lot of our other properties and identifying those for profit harvesting opportunities. I think from a recycling perspective, as Tom touched on, we clearly think the balance sheet is in good shape.

Our business plan projection show it continuing to improve over the next several years. So as we look at recycling or selling assets, I guess, one of our objectives is to replace that revenue. Strategically, we would like to see a higher revenue contribution coming out of our Austin, Texas market.

We have a number of joint ventures with DRA and Och-Ziff the two larger ones as we talked before. Our objective is to recapitalize or exit those over the next year or so take us certainly one if paying receivers for proceeds from any asset sales. But I think it’s all driven by the desire to continue to accelerate our cash flow growth rate.

So when we look at the net effect of rents we are generating from certain properties, if we feel like the current and near-term forecast from those projects such that we really can’t maintain the rate of growth we are seeing in other properties, we definitely talk to people both formally and informally about trying to buy those.

So, the objective we have is to continue to refine the portfolio, so it’s very much focused on growth and as a transitional we are selling assets to replace that with other value-add opportunities or other assets that would be coming out of some of our joint ventures. .

Okay, that’s helpful. And then, I guess, for George or Tom, you’d talked about some of the expirations and even some of the space that if it’s expiring, you are talking about LOIs to backfill.

Is there any way to ballpark just kind of – when you think about 2019, some of the earnings drag from some of the downtime that we’ll see on those assets?.

Yes, not at this time, Jamie. I mean, I think some of those larger ones, they haven’t played out definitively as either a renewal or an absolute vacate. So I think, as we kind of near the end of the summer and start to put forth our 2019 budgets and address that on our next call, we’ll have much more clarity. .

Okay, all right. Thank you. .

Thank you, Jamie. .

Thank you. And our next question comes from Craig Mailman from KeyBanc. Your line is now open..

Hey guys. Just to follow-up on Comcast.

On the 75% LOI, kind of what would be the timing of that commencement? And also, I apologize if I missed this, the mark-to-market on that potential lease?.

Yes, it’s a mid-to-late 2019 backfill, some of that will be subject to, if Comcast gets out on time and in fact does move out. And the mark-to-market is probably kind of low-double digits. .

I mean, what do you think the probability that they stay as if, I know you guys are marketing and have no allies, you probably think it’s low, but kind of given your past, your actions with them?.

Well, they are a great client and if somebody moving pieces, we try and be flexible with them. They – we’ve been from an operating standpoint; and from our financial projections, we are assuming they are going to be leaving sometime during the year. We don’t know that for sure.

But as we always do, we want to try and make sure that we have covered place. So, the leasing team has done a really good job of identifying a tenant who has a requirement. We think, by the time we kind of work through the LOI process with them, we will have much higher level of hiring on what Comcast actually wants to do.

And we will see which path we take at that point. .

It’s helpful and then, just curious, you have Comcast with the potential exit you talked about KPMG potentially – showing the early termination rate. Just as we kind of look at the same-store guidance that you guys gave at the Analyst Day last year, the 2% to 5%. You guys are coming at the low end of it this year and you may have some potential drag.

I am just curious as you guys kind of look out the – how you guys are feeling about maybe getting into the mid or high-end of that range in 2019 or 2020, kind of what has to fall in your favor for that to happen?.

Yes, kind of couple things and we will tag team discuss. We are going to start realizing the benefit of a number of properties where we’ve created a lot of value and NOI growth coming into our same-store later this year.

As George touched on, we are right now in the process of really spending a lot of time with our – not only to start 2019 but also our 2020 rollovers Craig to try and figure out where they are – what they are lined up doing.

Certainly, as George touched on a big sense that we have in our numbers for 2019 will be at KPMG; will they stay, will they go, we don’t know. We have a great relationship with them. We have a excellent proposal in front of them. We have a wonderful team that in our DC operation works with them.

But we’ve also started the process of what could be a very exciting kind of redevelopment or repositioning of that property and getting back a large block of set of space that we think has a significant positive mark-to-market.

If that eventuality comes into play, that would have a depressing effect on our 2019 same-store, because it also create much more accelerated growth in 2020 and beyond. So, we really identified all of our kind of 2019 target of renewals.

Discussions are underway with all of those tenants at this point and our hope would be, as we always do our third quarter call, we’ll announce our 2019 guidance once we have more clarity. It wouldn’t be fair to anybody to handicap where that number is right now until we get some more visibility in some of the rollovers. .

Great. Thanks guys. .

Thank you. .

Thank you. And our next question comes from John Guinee from Stifel. Your line is now open..

Great. My primary question is about cost of capital, but my secondary question is, it looks like KPMG is about $41 full-service in Tysons, getting a 10% increase in that rent seems to be a stretch, but let me know about that. My primary question is really cost of capital. You guys have a lot of development out there.

Do you think it’s in today’s world you are better off just trying to finance at all with the JV capital as opposed to a common share in some another way.

Is JV capital about priced the same way? Or is it materially lower in your mind?.

John, Jerry. The – look, our plan is particularly given where our equity price is and where REIT market generally is in terms of equity pricing, that we certainly are dealing JV capital as a transitional strategy for us to continue to grow the revenue stream of the company.

Not only is it a better cost of capital, then entering the market for issuing shares which we would never do at this level it’s dilutive to our existing shareholders. So JV capital tends to be a pretty good pathway for us.

As you know, on our Schuylkill Yards development, we’ve also already brought into well heeled development partners in – for both the residential product as well as the life science product and the combination of I think Brandywine’s institutional contact, theirs and their capital will enable us to pull together a very good financing plan.

Obviously, this will be supported by the lease up plan of whatever we build at Schuylkill Yards to generate what we think will be a very good return on Brandywine’s invested capital.

So, we have always new JVs as a transitional capital structure for us given kind of the volatility in our public market equity cost of capital and as certainly as we look forward to whether it’s a Schuylkill Yards or a Broadmoor or some of these other undertakings, discussions and contemplating joint venture equity is certainly key part of that. .

Great. Thank you.

And then, KPMG at $41, can you really get much use above that $41 number?.

We think we are working on a pretty exciting redevelopment plan.

As George touched on, not only reamenitizes the building, create some great public spaces or reconfigures the lobby, but it also pending some approvals from VDOT, we would really think we will be able to dramatically improve the access to that building which we think has been a serious issue for that property since it was built.

So, based upon everything we see, we think we can move the rental rate up into the mid-40s. And certainly it’s been supported by the lot of the market recon work that we done with both our very well and knowledgeable team in that market but also with some broker interface. New buildings are going into the mid-50s.

So, we certainly think that the location we have, the improved accessibility, we should be able to move it in that direction. .

Great. Thank you..

You are welcome. .

Thank you. And our next question comes from Manny Korchman from Citi. Your line is now open. .

Good morning everyone. Jerry….

Good morning..

To follow-up on John’s question, if you look at JV capital, the pricing of JV capital, how was it different on the new sort of large-scale development that you guys are looking at versus shaving some of your stabilized properties and keeping the upside and maybe the risk to the company on a wholly-owned fashion?.

Yes, I think on the – the structures tend to be pretty similar, Manny, at least in terms of the discussions we are having so far where we are able to retain a notional stake putting our pro rata share of equity and then on both the operating assets, as well as the development assets create a pretty attractive promote structure.

I mean, certainly, our experience has been dealing with a lot of joint ventures. They want to make sure that their operating partner is fully vested and incented to outperform.

So, we’ve done a pretty nice job in the ventures we’ve done to-date creating a very nice promote structure that frankly from a return on invested capital standpoint provides a very good risk-adjusted rate of return to Brandywine for both our capital investments, our equity capital investment upfront, as well as how we are able to perform as the JV progresses.

So, look, one of the – the public markets are clearly in a state of volatility, which has certainly affected Brandywine’s financial plan.

Conversely though, there is a tremendous amount of equity capital at both the core level, core plus and optimistic level in the private equity side that Brandywine thinks we have both good relationships, good entry and then good product to deliver.

So, with the REIT stock market performing as it has year-to-date, and certainly our stock performance should be more on point as we are contemplating these forward capital commitments discussions with joint venture partners has really kind of risen to a top priority.

That’s why as I mentioned on the Schuylkill Yards, our hope would be as we go through our design development process, Manny, it really keeps our marketing program in place that by the time we would actually announce a transaction in Schuylkill Yards will be a bowtie package.

We will have an equity partner lined up, an anchor partner lined up, all of our approvals to cost locked down through a GMP. So we are able to really present a four corners risk-adjusted platform to our shareholder base. .

And then, as we look at that, the current JVs that we talked about were at a 50-50 addition.

I think as we look at something of Schuylkill Yards’ magnitude, you could see us being below that kind of a 50-50 where we might bring our equity balance down even further in terms of the capital requirement again, with what we hope to be some fairly attractive cost of capital as we go through that process. .

And Tom, maybe taking to an idea of magnitude or maybe the question for Jerry, if you think about the size of the Schuylkill and the Broadmoor projects and the timing which seems to be overlapping to some extent, how do you think about the resource strain there not just from the capital perspective which we talked about but just from the resources within the company and getting those to your projects when that’s completed?.

Okay, great, great, question. I mean, look, we have great development and leasing teams in all three of our markets and we certainly are looking for ahead and planning, we are building good capacity to our internal infrastructure.

So, in Broadmoor – in Austin where we have both Broadmoor moving forward 405, Four Points, Garza, our team down there is fully staffed, excited and ready to go. So, we’ve got a lot of great – a great internal personnel.

But then, we also have relationships with the design development professionals, the architectural firms, the engineering firms, land planning firms, civil. So, we are very good at laying out a fully comprehensive development team led by Brandywine but has a lot of external parties on it to work us through the entire design development process.

So there is really not a tremendous misalignment of resources to our objective of starting these development projects. .

Thanks, everyone. .

Thanks, Manny..

Thank you. And our next question comes from Michael Lewis from SunTrust. Your line is now open..

Thank you. Jerry, you may have surprised some people in your view that you think there should be a change in Pennsylvania to allow for commercial real estate to be taxed at a higher rate, higher than residential and the offsets that cut the wage tax to spur some job growth.

Could you talk about where that kind of stands? And then also what’s the story with the 1% tax on all construction? Is that happening and you stand against that or?.

Yes, hey, Michael.

Look, I think from the program that we are involved in through the job growth, which is consortium of a number of businesses, number of civic organizations, public policy, think tanks, several other real estate companies, some of the trade and service unions is really focused on providing the city the opportunity to raise commercial property taxes as long as there is a – that incremental money that’s raised is used to reduce business taxes and wage taxes.

And I think based upon a number of financial studies that were done, that program if implemented, would generate significant job growth in the Philadelphia, in the City of Philadelphia and in the region by removing a high tax structure is a gating issue as well as generate some additional municipal revenues based upon that job growth.

To do that requires a change in the Pennsylvania constitution. So, not an easy hill to climb, it requires to be effective, that the legislation passes through two successive sessions at the legislation in Harrisburg and then goes out for Commonwealth white vote. We did achieve the first approval level through the first legislative session.

We continue to work on getting the approval to the second legislative session and we’ll see where that goes from there. But we think the actual is, the business program there were maybe somewhat counterintuitive as an owner of commercial real estate.

We think that the opportunity to remove what we think are two gating issues to tremendous demand growth in the City of Philadelphia, i.e.

your business and wage tax structure is at very significant and positive trade-offs not just for the commercial property owners, but also for all the tenants who occupy or we would plan to occupy our buildings and the math works out very clearly from that regard. The 1% development tax was passed by City council. The vote was very close.

The bill is on the Mayor’s desk. The Mayor will have to decide if he wants to approve that or detail it. Brandywine is very much opposed to that 1% tax. We are very much aligned with the need to provide affordable housing in the City of Philadelphia.

We think that these industry-specific taxes is not necessarily a great public policy, nor the right revenue stream to meet that objective. .

Great. Thanks.

And then, for George, I apologize, could you just repeat when KPMG would have to give you notice by? And then also, on that early termination option, is that just a free and clear option or is there any fee associated with that?.

Yes, sure. The option notice date is on or before December 31st of 2018 and that makes it an effective termination in the third quarter of 2019. .

Okay.

And then there is no fee with that option?.

No associated termination fee..

Okay. Great, thank you. .

Thank you. Our next question comes from Richard Anderson from Mizuho Securities. Your line is now open..

Thanks, good morning everybody. .

Good morning, Rich..

So, on KPMG, it sounds like that’s going to go the route of redev, but let’s say it doesn’t and they take you on your offer that’s in front of them.

Is that – can you describe that offer or is it a roll down from the 40-ish level? Or is it in line, or where does it stand relative to current situation?.

Yes, since the lease goes through 2020 or we would – it’d be a combination of a recast and an extension at the same time is what we have in front of them. Still it would be a little bit of a concession in the near-term with an overall pick up in the gap rent over the long haul. .

Okay, good enough. And then, bigger picture question for Jerry. The company has been on this path of derisking the overall enterprise, both balance sheet and development and what not and the stock still sort of hovers in the 30% AFFO discount range.

What do you envision that allows Brandywine to kind of escape this sort of this discounted valuation? Are you just working and going with your strategy as a company and continuing to do what you are doing which has worked in the sense that the stock market hasn’t paid for it yet? Or do you think it will be a market event of some store or some combination like – what are you doing? Or what are you thinking about in the future to get Brandywine a more deserving multiple that just hasn’t materialized despite all the work that you are doing?.

Well, I think from our standpoint – thanks for the question, I think from our perspective, we are laying all the foundational points to create a great growth track record going forward.

It took us a few years to kind of really reposition the portfolio, but when I think about the company’s position today with the asset quality we have, the projected revenue growth.

And very importantly, the ability for the company have almost 13 million square feet that we can build within our own land inventory, of which a good portion of that is not necessarily office space. It provides a tremendous opportunity to work with other development companies to create real value-add opportunities for Brandywine.

We have certainly work to get our balance sheet in very good shape and to derisk which I think is an important predicate to future growth for us.

And then, certainly I think as we’ve always maintained, I mean, our perspective as a public company is, our job is to create value for the shareholders and we think at a real estate level, we are making all of the right steps to do that.

If the stock price doesn’t – it doesn’t move commensurate with those, with the execution of those foundational points, I think certainly like any other public company, the company has to be open to other alternatives. .

Well said. Thanks, Jerry. I appreciate it. .

You are welcome. Thank you..

Thank you. Our next question comes from Rob Simone from Evercore ISI. Your line is now open..

Hey guys, morning. Lot of my questions are already been asked and dealt with.

I guess, Jerry, you kind of touched on the stage of the planning and as it relates to the Schuylkill Yards development, I was curious if you could kind of share with folks your current thinking around the mix of business between retail, resi and office fair, at least in that first phase?.

Yes, it certainly, Rob. Hey, good morning. Right now, we are working on Phase 1, which will ultimately consist of two buildings. We anticipate one building will be life science with a smaller office component kind of innovative office with a retail base with some parking.

And the other building will be office and residential, the smaller scale than we have here at FMC.

So, less office space about 300 apartment units and we are working through all the – obviously the complications involved in designing and citing those buildings and that was one of the reasons why we went ahead and bought those two land parcels to give us complete flexibility in terms of geo tech work, access, et cetera to make sure we get all the detailed work done.

Brandywine is out in the market trying to identify anchored tenants for the office component. We have a nice pipeline of deals which is again providing some visibility for us, Rob, on how much we want to size the office component. Our residential partner has completed all their market due diligence.

They are very excited about the site, very excited about moving forward. So we certainly are pleased with that, as the same with our life science partner who believes that Philadelphia is an untapped opportunity for the life science businesses.

We think our location and proximity to major anchor institutions, the level of NIH funding coming into the city, the continued growth of the healthcare systems provides a very, very viable program to move forward on. So, in the next couple quarters as we finalize the planning process, we will be able to size the buildings more appropriately.

But our overall deal, just to refresh everyone’s memory on Schuylkill Yards, is that, only about half of the square feet that we are anticipating to build would be office. And office in that definition includes traditional office, innovative office, life science and academic space.

So, we certainly think within the overall rubric of the five million plus square feet, over a period of time developing two million plus of office space which encompasses those definitions, we’ll certainly be able to be met by market demand and then the ability to devote the other square footage to residential, retail and hospitality, we think really gives us an amazing opportunity to create great neighborhood that is adjacent to the third business train station in the country, as well as a number of premier academic and medical research institutions.

.

Now, it’s great. Thanks, Jerry.

And then just, one quick follow-up as it relates to the resi and I guess, the hospitality components and also as you think about, kind of JV partners and funding sources, would those be components to potentially sell down or would you guys like to retain some portion of the ownership on the long-term?.

Yes, I think, we have complete latitude under our master development agreement with Drexel to go either way. And I think that gives us the flexibility and to kind of make a market real-time call on what provides the best return to Brandywine’s shareholders.

So, we have done situations like, Garza for example, where we opted to sell the residential component to another developing company and the hospitality component to the development company.

We’ve had other situations like we’ve done here at 1919 or EVO in Philadelphia, or out in Plymouth Meeting where we have maintained an ownership stake to facilitate effective financing and create a great return on our investment and then exit it.

So, I think, one of our focal points as we go into these longer-term development opportunities is to think how we preserve as much optionality as we can for Brandywine, because we never want to preclude our opportunity to make money by delivering a well thought through development project. .

Great. Thanks, Jerry. I appreciate it. .

You are welcome. .

Thank you. And our last question comes from John Guinee from Stifel. Your line is now open..

Great. Hey, thanks for taking the follow-up. Two questions, Jerry or whoever. Dallas Tollway and the Silver Line seems to be doing as well, if not better than all the other submarkets in DC put together.

Can you talk a little bit about that? And then, second, can you give any color as to Amazon seems like Austin, Schuylkill Yards and the Tollway are three fairly viable options for our friends in Seattle?.

Well, let me go back to the first one, your first part of your question. Look, we’ve actually are pretty encouraged by the level of activity we are seeing in the Tollroad and certainly with the Silver Line, it’s doing well, and I think it’s a little bit below some of the projections last time I checked, but certainly building.

It, I think reinforces our belief that having optionality of access to buildings through both car, bikes, rail, bus is a great way to get.

So I think as we look at our investment strategy going forward, not just from the Tollroad, but other markets, it’s really predicated upon being able to have that type of flexibility in terms of how people get there.

The challenge is some of these products as you know, is even though the market dynamics may change, it really does come down to individual product quality and it’s certainly one of the great opportunities but also one of the concerns on the Tollroad is as that line progresses, you can have an awful lot of additional development take place.

So, one of the things we are very keenly focused on is, how do we balance that tremendous growth opportunity with the risk of additional development coming online when we see first-hand, John, the different enthusiasm of the tenant base to move into newer versus older products.

So, we are continuing to monitor all the activity that take place and we are very happy with what we are seeing in the Tyson's market. Obviously, a couple of our buildings are not really in close proximity to the metro. But hopefully we will hedge some of the draft up from that.

But we have seen in a number of cases where mass transportation, well, it may take some time to allow, can be a very long – good long-term value creator.

It’s frankly why we are spending so much time in Austin at Broadmoor with CAT Metro, Charles Schwab, adjoining landowners, because even though that market is not necessarily mass transit biased today, they could be twenty years now.

And having that Broadmoor development with the potential of being Austin’s really first transit-oriented mixed use development, it’s pretty exciting in terms of what it can do to change the trajectory even that accelerated growth rate it had in North Austin for a long period of time. On Amazon, our job is to serve the municipalities that are bidding.

So we are – as we get questions, comments or observations, we feel pretty good about it in terms of our level of engagement. We’ll see what Amazon wants to do. I think, certainly, a lot of the press reports are Amazon is probably biased more towards DC. We have no evidence one way or the other on that. We are not involved in any discussions.

But we stand at the ready to respond any inquiries from Amazon or City or State officials on any of the sites that we are involved in. I am on Amazon Prime every day buying stuff, I am waiting. I am hoping that accounts for something.

But it’s a great process and we are happy to be in a position where we have a couple of sites that are being seriously being considered. So we think it’s a great tribute to the markets we are in as well as the assemblers of land that we’ve been able to pull together..

Great. Thank you. .

Thank you, John..

Thank you. And I am showing no further questions. I would now like to turn the call back over to Jerry Sweeney for any further remarks. .

Great. Thank you all very much for participating on a Friday morning in the summer. We look forward to updating everyone on our Q3 activity and our third quarter call as well as rolling out our 2019 forecast. In the mean time, enjoy the rest of the summer. And thanks for your participation this morning. .

Ladies and gentlemen, thank you for participating in today's conference. This concludes today’s program. You may all disconnect. Everyone, have a great day..