Jerry Sweeney - President, Chief Executive Officer George Johnstone - Executive Vice President of Operations Dan Palazzo - Vice President, Chief Accounting Officer Tom Wirth - Executive Vice President, Chief Financial Officer.

Ladies and gentlemen, thank you for standing by and welcome to the Brandywine Realty Trust, Fourth Quarter 2020 Earnings Call. At this time all participant lines are in a listen-only mode. After the speakers' presentation there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference may be recorded.

[Operator Instructions]. I would now like to hand the conference over to your speaker today, Mr. Jerry Sweeney, President and CEO. Sir, you may begin..

Crystal, thank you very much. Good morning, everyone, and thank you for participating in our fourth quarter 2020 earnings call.

On today's call with me as usually 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 today’s call, certain information discussed during the 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 the factors that could impact our anticipated results, please reference our press release as well as our most recent annual and quarterly reports that we file with the SEC. First and foremost, all of us at Brandywine sincerely hope that you and yours continue to be safe, healthy, and engaged.

And while we remain optimistic about the accelerating vaccine deployment and the path to recovery, the pandemic still continues to disrupt all of our lives and every business, and unfortunately duration of the recovery cycle still remains a bit unclear.

Our portfolio remains about 15% to 20% occupied, which is comparable to our occupancy levels as of our October call. And as noted in the SIP, most of the jurisdictions where we have properties still have significant return to work restrictions in place.

Additional details on our COVID-19 approach are outlined on pages one to five of our supplemental package. During our comments today, we'll briefly review fourth quarter results, discuss our ‘21 business plan, and provide color on our recent transactions and developments.

Tom will then provide a brief review of 2020, discuss our ’21 guidance, and update you on our strong liquidity position. After that, certainly Tom, Dan, George, and I are available for any questions. We closed 2020 on a very strong note, many of our revised ‘20 business plan objectives were achieved despite the protracted nature of the recovery.

We exceeded our speculative revenue target by $400,000, executed lease volumes increased quarter-over-quarter, and our pipeline increased by 229,000 square feet. For the fourth quarter, we posted strong rental rate mark-to-market of almost 19% on a GAAP basis and 11% on a cash basis.

For the full year ’20, our mark-to-market was a very strong 17.5% on a GAAP basis and 9.3% on a cash basis. In addition, we have 59,000 square feet of positive absorption during the quarter, which included 33,000 square feet of tenant expansions with no tenant contractions.

Our full year 2020 same-store number did come in below our revised business plan, primarily due to the JV sales activity that we’ll discuss, several COVID-related occupancy delays, and parking revenues that were well below our original forecast due to the slower return to the workplace.

Our tenant cash collection efforts continued to be among the best in the quarter in the sector rather, and we have collected over 98% of fourth quarter billings, and our January collection rate continues to track very well with 98.5% of office rents collected as of yesterday.

Our capital costs for ‘20 were better than our targeted range due to very good success in generating short-term lease expansions with minimal capital outlay.

Tenant retention came in at 52%, slightly above our full-year forecast and our core occupancy and lease targets were below our ranges simply due to the pandemic-related delays and targeted move-ins and lease executions and negotiations sliding into early ’21. We did post FFO of $0.36 a share, which was in line with most consensus estimates.

A general update on COVID-19 impact is first consistent with all applicable state and local CDC guidelines, we do remain in a doors-open, lights-on condition in all of our buildings.

As we noted in the SIP, most large employers have yet to return to the workplace for a variety of factors, primarily public policy mandates, employer liability concerns, mass transit, virtual schooling, and safety concerns. However, we are seeing more small and mid-sized companies beginning to return more employees to their various workspaces.

Portfolio stability remains top of mind, and our progress on several key factors can be found on pages one to three of the SIP. We do continue to stay in touch with our tenants to understand their concerns and their transition plans. A key priority of ours has been to work with those tenants whose spaces roll in the next two years.

Those efforts have resulted in 79 active tenant renewal discussions, totaling about 750,000 square feet and to-date have resulted in 62 tenants, aggregating 500,000 square feet actually executing leases. These leases had an average term of 30 months with a roughly 4% cash mark-to-market and 4% capital ratio.

An important point to note is that this early renewal activity, when we excluded the large known rollouts at 2340 Dulles and the retirement of 905 Broadmoor, we’ve reduced our remaining ‘21 rollover to just 4.2%. So, looking at ’21, we are providing 2021 earnings guidance.

Frankly, not an easy call given the overall economic and pandemic picture; however, our early renewal efforts, expense control programs, near term visibility into our forward pipeline and the recently executed transactions we think have established a solid operating plan with a clear pathway to execution.

That plan is based on a gradual return to work environment beginning in the second quarter through the balance of the year. So, our approach was to be conservative, but as transparent as possible. The frame at a defined operating plan with all key metrics quantified, and present the ‘21 earning guidance ranges as a platform to build from.

And with the ‘21 plan set, we do remain focused on revenue and earnings growth whether that be through accelerated leasing, margin improvement, cost controls, or working with institutional partners to seek investments in capital structures where we can create value.

The ’21 plan is really headlined by two key operating metrics that we think demonstrate excellent growth potential. Our cash mark-to-market range is between 8% and 10%, and our GAAP mark-to-market range is between 14% and 16%. For 2021 we do expect all of our regions will post positive mark-to-market results on both a cash and GAAP basis.

We do have several larger blocks of space to fill, particularly at Barton Skyway in Austin 1676 International in Tyson's and several others. But looking forward, achieving our leasing objectives on those spaces can be significant revenue boosters, and our ‘21 plan only has about $1 million of revenue coming in from those larger spaces.

Our GAAP same store NOI growth of 0% to 2% and our cash same store of 3% to 5% is primarily driven by Austin up about 8%, Pennsylvania suburbs close to 5% increase, and Philadelphia around 2%. Metro DC region will continue to be negative while the 1676 International Drive continues through its reabsorption phase.

With that renovation now complete, our overall leasing activity has really accelerated, and our pipeline is up significantly to about 600,000 square feet this quarter versus around 370,000 square feet last quarter.

As we noted in the press release, our same-store forecast does not include 2340 Dulles, which is fully vacant and being placed into redevelopment, very similar to our 3000 Market Street renovation and also we will be retiring 905 Broadmoor permanently as part of our Broadmoor master plan development.

Other key operating highlights; Spec revenue will range between $18 million and $22 million. We have $14.7 million achieved or 74% achieved at this point. This is the first time we're providing a Spec revenue range versus a dollar target, but given the lack of real forward visibility on the acceleration of leasing, we felt that it was warranted.

Occupancy levels we think will be between 91% and 93% at year-end and with leasing percentages being between 92% and 94%. Capital will run about 11% of revenues, which is below our 2020 target range and we are forecasting a debt to EBITDA being between 6.3 times and 6.5 times and Tom will certainly talk about that.

Our leasing pipeline has picked up and stands at $1.3 million square feet, including about 88,000 square feet advanced stages of negotiations. As I mentioned before, that pipeline is up about 230,000 square feet.

Interestingly too, knowing that physical tours have yet to fully return for a variety of pandemic related reasons, we have launched a virtual tour platform for all of our availabilities and to-date we're generating close to 300 tours per month with over 500,000 square feet being inspected.

So we think that’s an early harbinger of tenants going to really look at their office space requirements going forward. From a liquidity standpoint we’re in great shape. We anticipate having $562 million on our line of credit available at year-end.

We have no unsecured bond maturities until 2023 and with the recent secured mortgage pay offs, we have a fully unencumbered wholly owned asset base. The dividend remains extremely well covered with a 53% FFO and 68% cash payout ratio.

Now looking at our investment and development opportunities, during the fourth quarter we completed several investment transactions. We did execute a joint venture with an institutional partner on 12 properties totaling 1.1 million square feet. These properties are located in suburban Philadelphia and Rockville Maryland.

The portfolio was valued at $193 million. We retained a 20% ownership state. In addition to the $121 million first mortgage finance we put in place, we also elected to provide solid financing in the form of a $20 million preferred equity position that had the 9% current pay.

As a result of that, we did receive about $156 million of net cash proceeds, and as with all of our ventures, we will generate an attractive fee stream by retaining property and asset management, as well as leasing construction management services.

On our previous calls we had highlighted that we had about $250 million of remaining non-core assets in our wholly owned pool. This portfolio had been our primary target and leaves us with very few assets that are not considered core holdings.

This partnership, similar to others we have done did create a different capital structure that more than doubles our return on invested equity from a mid-single digit return to mid-teen return on our remaining invested capital and also avoids with that a $20 million of direct capital investment by Brandywine. It’s interesting as well too.

With this transaction we now have over 80% of our revenue stream coming in from sub-markets at around A-plus or A-double plus by Green Street's recent office market snapshot. We also made a preferred investment in a 90% leased to building portfolio totaling 550,000 square feet in Austin near the airport.

That preferred investment totaled $50 million, also had a 9% current pay, excellent cash coverage and a several year term, and this was similar to the type of transaction we did a number of years ago at Commerce Square here in Philadelphia.

This investment increases our revenue contribution from Austin towards our 25% goal, and really enabled us to take advantage of the market knowledge and position we have to create a structured, well coverage financial instrument.

And also as we announced early this morning, we are delighted that we have entered into a joint venture arrangement with a global institutional investor that commenced our Schuylkill Yards West project, which is a combination of life science, office and residential tower.

Our part will have a 45% preferred interest in the joint venture with Brandywine holding the remaining 55% equity interest.

The project what we built was 7% blended yield that will consist of 326 apartment units, 100,000 square feet of life science and 100,000 square feet of innovative office, along with underground parking, a 9,000 square feet of street level retail.

We do have an active pipeline totaling over 300,000 square feet for the life science and office space component of this project, and based on this level of interest, we do plan a construction start in March of ’21.

We are currently sourcing construction loan financing and planned out the loan in place for the next 90 days at a targeted 55% to 60% loan to cost.

And given the front loading of the equity commitment of about $150 million, assuming a 60% loan to cost, construction financing, the first funding of the construction loan wouldn’t occur until April of ‘22. Our share of the equity will be about $63 million, of which about $35 million is already invested.

In looking at our production assets, they all remain ready to go subject to pre-leasing. It’s renewed every quarter. Each of these projects can be completed within four to six quarters and costs between $40 million to $70 million.

The pipeline on those production assets is around 415,000 square feet and we are continuing actively our marketing efforts along those lines to hopefully get some pre-leasing done there as the market recovers. In looking at the two existing development projects, 405 Colorado is on track for a Q1 ‘21 completion.

We have a pipe line that is built since our last call that approaches 360,000 square feet, including 53,000 square feet in advanced discussions. To be conservative, given the pace of the recovery in the market, we have extended the stabilization until Q1 ’22.

We’ve increased our cost by approximately $6 million, primarily due to additional TI [ph] and leasing commissions, a bit longer absorption schedule which has resulted in our target yield being reduced to 8%. 3000 Market construction is underway on this building, which will be fully occupied by Q4. The building is fully leased for 12 years.

It’ll deliver a developed yield of 9.6%. The commencement date did slide one quarter due to October related construction delay, but we have increased our yield in the project by 110 basis points due to some design scope modifications and success on the buyout. A couple of other quick comments on Schuylkill Yards and Broadmoor.

We do continue our strong life science push at Schuylkill Yards. The overall master plan is about 3 million square feet to the life science space, so we can really build on the work we've done at 3000 Market, the Bulletin Building and now Schuylkill Yards West. Plans for 3151, which is our 500,000 life science dedicated building is well under way.

We do have a leasing pipeline of over 500,000 square feet for that project and the goal would be to start that later this year assuming a pre-lease and market conditions permit. We have started constructing to convert several floors within Cira Center of the life science use and that program is moving along per our plan.

At Broadmoor, we are advancing Blocks A and F, which is a total of 350,000 square feet of office and 870 apartments. Block A has $164 million, 350,000 square foot office as part of that phase, along with 341 multifamily units at a cost of $160 million. We are heavily engaged in the joint venture partnership selection process.

That process is going very well with discussions well underway with several parties and we hope to be able to start the residential component of Block A by the third quarter of ’21. Tom will now provide an overview of our financial results. .

2340 Dulles Corner and the retirement of 905 Broadmoor will generate about a $10 million reduction from ‘20 to ’21. The mid-Atlantic portfolio JV results in another $17 million decrease. The full year effective Commerce Square results in a $19 million.

Those are partially offset by the full year effect of 1 Drexel Park in Dallas building being about $4 million. The 2021 completions are 405 Colorado and 3000 Market for about $3 million and about $3 million increase in our same-store portfolio gap NOI. FFO contribution from our unconsolidated joint ventures will total $20 million to $25 million.

That increase is primarily due to the full year effect of Commerce Square, as well as the transaction with the mid-Atlantic portfolio. G&A will be between $31 million and $32 million. Investments, there is no new property acquisition or sales activity in our guidance. Interest expense will decrease to approximately $67 million to $68 million.

That’s primarily due to the payoff of our two remaining mortgages at higher interest rates. Capitalized interest will approximate $4 million as we complete the 405 Colorado building, but also commence Schuylkill Yards West. Investment income will increase to $6.5 million, primarily due to the new structured finance investment at Austin, Texas.

Land sales and tax provision will net to about $2 million as we anticipate selling some non-core land parcels. Termination and other income totaling $7.5 million, which is above the 2020 now, primarily due to one-time items and again, we’re being moved from the fourth quarter of 2020 into the first half of ‘21.

Net management leasing and development fees will be $16 million, which is just above our 2020 actuals due to the full year effect of commerce square and the JV for the mid-Atlantic properties. In addition, we anticipate that we will get some development fees from Schuylkill Yards West once we commence operation there with the development.

Then I anticipated ATM or share buyback activity. Looking close – real closely at the first quarter, we anticipate portfolio property NOI totaling about $70 million and we’ll be about – sequentially about 5.5 million lower, primarily due to 2340 Dulles, as well as the mid-Atlantic JV.

FFO contribution from our unconsolidated joint ventures will be $6.5 million. G&A for the first quarter will increase from $6 million, $3 million to $8 million. Our sequential increase is consistent with prior years and formerly timing of compensation expense recognition. Interest expense were approximately $16 million.

Capitalized interest will be roughly $1.5 million. Termination and other income, we continue and anticipate that to be $4 million with some of those transactions moving to ’21. Net management fee and development fee income will be $4.5 million with investment income being $1.6 million.

We expect some land gain potentially in the first quarter, of about $0.5 million. Our capital plan is very straightforward and totals to $350 million. Our 2020 CAD ratio is between 75% and 81%.

The main contributors to the lower coverage ratio is to going to be the property NOI reductions, as well as anticipate a least-up in the upcoming – with the upcoming rollovers. Using that as our guide, our usage in 2021 will be $145 million of development and redevelopment.

That does include the additional cash that's going to be necessary to complete our equity contribution into Schuylkill Yards West. $130 million of common dividends, $35 million of revenue maintained and $40 million of revenue created CapEx.

The primary sources will be $185 million of cash flow after interest payment, $99 use of the line, $46 million of using the cash-on-hand and roughly $20 million in proceeds from land and other sales. Based on the capital plan outlined, a line of credit balance will be roughly $500 million.

We are projected that our net debt to EBITDA range is 6.3 to 6.5, with the main variable being timing and scope of our development activities. In addition our net debt to GAV will approximate 40%. In addition, we anticipate our fixed charge ratio to be 3.7 and our interest coverage ratio to be 3.9. I will now turn the call back over to Jerry. .

Our portfolio and operations are really in solid shape. We have excellent visibility into our tenant base, all signs at this point is evidenced by the numbers that we presented; our markets seem to be holding up fairly well. Our leasing pipeline continues to increase as tenants think about their workplace return.

Look, safety and health, both in design and execution are really and rapidly becoming tenants’ top priorities and we do believe that new development and/or trophy class stock, as well as these extensive capital maintenance programs we have in place will really benefit from that trend.

The private equity and debt markets are extremely competitive and strong operating platforms like Brandywine are gaining I think, significant traction for project level investments as certainly evidenced by our recent activity.

I think our recent investment activity further improved our liquidity and created additional frameworks for growth for our shareholders.

And our partnership with Schuylkill Yards West I think really reinforces the increasing attractiveness of the emerging life science sector in Philadelphia, and I really think it does create an excellent catalyst to accelerate the overall pace of this Schuylkill Yards development.

So, we’ll end where we started, which is that we wish that you are all doing well and your families are safe. And with that Crystal, we're delighted to open up the floor for questions. We do ask in the interest of time you limit yourself to one question and a follow-up..

Thank you. [Operator Instructions] And our first question comes from Craig Mailman from KeyBanc Capital Markets; your line is open. .

Good morning guys. Just Jerry, on the joint venture, I'm wondering – and I apologize if I missed this, but could you give us a sense of maybe where you were able to price the JV versus you know construction costs or you know maybe on the stabilized yield base.

Just trying to get a sense of, you know the pricing you were able to achieve, pre-leasing on a project like that..

Sure Craig. We're targeting a 7% blended return on cost from that property. I say blended between, because it's residential and life science and office. We have a number of offers in from construction lenders.

We think that that will be priced somewhere off a LIBOR floor of roughly 300 to 350 basis points, so we think they'll be very effectively priced debt.

And I think in terms of the overall pricing, I think – these things are always a challenge to think your way through, but I think what we really did is start with the premise that we really believed that these projects can generate significant profits to our shareholders. We also recognized the reality of our ability to raise public equity.

So the preferred structure, I think really enables us to retain a larger percentage of the direct ownership, which was one of our goals, and it did lower overall cost of capital than a traditional pari passu deal.

We're also able to retain a disproportionate share of the upside, and we think this transaction will pencil out very well to over our 2 times equity multiple with the very high teens internal rate of return.

So, I think we’re very happy with the structure; we are delighted with our partner, and the status they have in terms of the real-estate investment marketplace and their acumen, and their belief in the ability of us to execute a successful transaction at Schuylkill Yards. .

Okay, that’s helpful. And just, I know you talked about 300,000 square feet of kind of active demand.

Does that include anything from Drexel and their kind of rates that they have with us?.

Great question, Craig. That pipeline at Schuylkill Yards West does not include anything from Drexel. .

Have they indicated anything on that side? I saw the commentary from them in the press release. .

Yeah, no. Look, I think they are very excited about us moving forward in this joint effort as well, but I don't think their near-term requirements would be a receiver for Schuylkill Yards West. .

Okay, and then just one quick one for Tom. I think you said $17 million of revenue coming from the JV.

So was that closer to like a 9, 10 cap?.

No, I think it was – I think that mid-age, sorry, mid-age cap rate on that. .

Okay, and I know I'm over my question, but can you just walk through how you get to the $0.04 net dilution starting at the $8.5 million cap, with the kind of preferred returns?.

Yes, so the way that works Craig is that I say if you take the – if you take that number, we get 80% of that NOI coming to us, and so that’s going to be 80% of that $17 million. We’re also going to pick up debt though, because we’re going to put an interest, we put a piece of debt on it.

So, that’s the dilution, if those two pieces would pick up we also -- we’ll pick up $1.8 million, which is a 9% yield on the $20 million and we pick up $4 million or $5 million, which is the 9% on the $50 million. So when you add those all up, it rounds to a $0.04 number. .

Got you.

So there’s no redeployment on any of the other proceeds?.

No, we just put that in and put cash on the balance sheet, paid out a little bit of the line, although that doesn’t account for any redeployment that would be into other assets going forward. That's just those three sort of transactions together. .

Perfect! Thank you. .

Thank you. .

Thank you. Our next question comes from Emmanuel Korchman from Citi. Your line is open..

Hey, thanks. Good morning everyone. Maybe we can switch to Austin for a minute.

What drove the preferred investment in a couple of assets there?.

I’m sorry Manny, you cut out for a second..

I said, what drove the preferred investment in Austin?.

I think, you know we certainly have an objective to continue to grow our revenue contribution from Austin.

Certainly, cap rate compression due to investor demand has kind of made up the direct acquisitions a little bit pricey, so we certainly have – we spent a lot of time, you know understanding what's going on in the market at a very granular level with our local team.

And an opportunity that was presented to us that enabled us to help an existing owner recapitalize their existing partnership, did so on a project that was extremely well leased with excellent cash flow coverage, and from our perspective enabled us to deploy some money into Austin, which is clearly one of our target markets with the good covered secured coupon in a good asset that's located out close to the airport.

.

And then staying in Austin, 405 Colorado, I think you said you have a 360,000 square foot pipeline there if I heard correctly.

If we look at the pipeline and leases that may come from that versus initial underwriting on the building, has there been much change?.

The primary change Manny has been really on the TI side. You know there’s certainly programming, because we think there's good opportunity for us to keep our base rates in that, you know mid-40’s range, but certainly the market is softening with some of the sub-lease space.

We thought it was conservative, but pragmatic to slide in some additional TI costs. But, actually we are seeing an uptick in activity just in the last 30 days and I think we mentioned in our comments, we do have about 50,000 square feet in active negotiations.

So, you know that project now being delivered, the curtain wall up, the lobby finished, the sky lobby finished, it just shows so much better that we're getting a lot more traction coming through. .

So I guess the confidence in the revised 8% yield would be high Jerry taking all that into account?.

Yes, it would be very high. .

Thanks a lot. .

Thank you, Manny. .

Thank you. Our next question comes from Steve Sakwa from Evercore ISI. Your line is open..

Thanks, good morning. Jerry, I was wondering if you could just share a little bit more to the underwriting for the new joint venture. I know you sort of talked you know about a blended seven yield, but you know in the press release you talked about kind of luxury residential.

So I’m just sort of curious, what kind of rents you’re looking for, for both life science and resi, and how those compare to kind of current market rents today?.

Sure, Steve. Yes, on the residential side, the rent levels we’re projecting to achieve are very comparable to what we’re achieving here today at our AKA development at FMC Tower. The unit mix is different. We think the amenity package is incredible – it outperform anything that’s being planned for the city right now.

29,000 square feet amenity for that will be available to both, the residents as well as the office and life science users. So we feel very good about the assumption we build into that, including our marketing and FF&E program.

On the commercial side, again the project is really planned to be about 200,000 square feet, equally distributed between life science and innovative office and there we’re looking for rental rate levels in the mid-50s.

So we feel very good about that rent level too given the exchange we’re having with the existing tenants, as well as other transactions being done in the marketplace..

Okay. And then maybe follow-up question.

Just as you’re having all these discussions with tenants on other renewals or new tenants for existing space, just kind of help us think through sort of what the tenants are? How they’re sort of programming the space? How they’re thinking about space per person? Obviously, the work from home and hot desking and just what trends are you seeing from existing or new tenants as they are looking at existing or new space in the portfolio?.

Yeah. And we’ll tag team this, George and I, Steve. I think you know we’re seeing tenants who are honestly trying to think through what they want to do. To me it’s been an interesting dynamic to see our thoughts evolve with different sized companies.

But we’re generally seeing – and part of this is being driven by – we offered free space planning services to any of our tenants that would take us so help them post Covidize their space.

And what’s generally coming out of that is more square feet per employee, evidenced by larger higher profile workstations, more partition walls, more but smaller conference rooms, our target to lower density, breaking up maybe one large cafeteria or kitchen area into a couple.

So we actually think that the trend line will -- that we’re seeing is a reversal of the densification we’ve seen before. What remains to be seen is, some companies are talking about we’re going to put 10%, 15% of our employees on a work from home schedule.

Whether those employees will hot desk, have the space to come into, people who were going to be on one day a week work from home or two days a week, they’ll still maintain a desk. So if you’re on permanent work from home, we have a desk when you come in. So I think a lot of companies are really honestly, Steve, thinking through that.

I think the one common denominator we are hearing though is a real focus on ventilation, touch less environments, high quality landlords who can demonstrate a multiple-year program of investing capital in their buildings, so that their state-of-the-art HVAC systems, they’re well-staffed.

And we’re even saying that being a receiver market for some of our development projects as well. But George, maybe you can pick up with some more thoughts..

Certainly, yeah. I do think the biggest trend we’re seeing really is just how people are planning to spread out and navigate through the workspace. I think more consideration being given in terms of what direction you come in from, which way you egress out to, kitchen areas, conference areas.

And I do think that the large conference rooms are maybe going to be a thing of the past where you’re going to see just smaller rooms for fewer people and just spaced out a little bit differently. The workstations I think will get a little bit bigger.

I think you’ll see Plexiglas as part of the design in many – the up-down desk I think is kind of here to stay for all of that as well..

Great! Thanks very much..

Thank you, Steve..

Thank you. Our next question comes from Jamie Feldman from Bank of America; your line is open..

Thank you.

Good morning and congrats on the capital raises?.

Thank you..

I just want to get a little bit more color on the Schuylkill Yards JVC. You said it’s a preferred JV.

Can you just talk about what the flow is to the partner and why are we structured that way?.

Yeah, I think the – it is a preferred structure and our partner will receive first call on capital to their return on a current basis, then on distribution of first call on recovering their capital as well.

And I think Jamie, as I was trying to outline with Craig, for us, it’s all about what the overall cost of capital is and I think fundamentally being convinced that we’re going to be very successful here, we felt that this was a structure that fit our profit target best, and so the structure we’re very happy with, to tell you the truth..

Okay. And then, I guess you’re taking a step back here. So you did the Mid-Atlantic JV sale, you’ve now gotten your first project at Schuylkill Yards JVed.

How should we think about your capital needs to get both, Broadmoor and Schuylkill Yards done over the year going forward? Like, has anything changed in either how much you want to rise, how much you need, what you think your percentage ownership can be in these projects based on what you’ve accomplished?.

Look, it’s a great question and Tom and I can tag team. I mean, look, there’s certainly ample sources of private capital. Now particularly they are looking for good operating partners.

So I think we’ve done a fairly effective job of accessing a number of really high quality organizations in both the Mid-Atlantic portfolio and our Schuylkill Yards West JV. We do view these JVs as we’ve talked before, as kind of relationship-building transitional capital.

I mean, the reality is we don’t have the ability to self-equitize these opportunities that we think are really significantly attractive in terms of generating profit for our shareholders.

But as we really think about these structures, the focus remains on, what’s the best cost of capital in those structures? And to answer one of your points directly, I mean, as we look at Schuylkill Yards West, we’re retaining a 55% stake with a significant portion of the upside.

Our remaining capital to put into that project from an equity standpoint is about $28 million and we’re certainly going to do discussions in the Austin market as well, which is our objective would be to try and hold onto as much of the notional and upside of that project as we can, just because we know that these first steps we’re taking, Schuylkill Yards West at Schuylkill Yards or Block A at Broadmoor.

They are the first moves in significantly large developments.

And I think our ability to execute the first couple steps well in both of those developments, I think, can really signal some significant profitability to our shareholders, which can hopefully translate into us looking at other capital structures, even wholly owning a number of the developments going forward in future phases..

Yeah, and Jamie, its Tom. To add to that I think that part of that’s also been as we’ve seen through the last six months, is that we’ve seen the – not only the capital sources be there, but the debt markets continue to open up.

So as we look at the financing for Schuylkill Yards, for example, with the construction loan, we’re looking to be between 55% and 60%. If we were looking for that, call it three, four months ago, we probably would have got – we wouldn’t be expecting the pricing we think we’re going to get in the next couple of months.

So that also helps us that we see the debt markets opening up from our lenders that help us get attractively priced capital from them, but also a little higher up on the loan-to-cost ratio..

Okay, that’s helpful.

And then is there any kind of earn-out on this -- on the JV or promotes or anything like that?.

Yeah. They will have significant promotes..

Like you can – can you increase your stake over time?.

Well, we – I think we can increase our stake by performing above the promote level. So the economic return would be disproportionate to our ownership stake..

But your ownership stake won’t change?.

Not as currently contemplated..

Okay. Alright, thank you..

Thank you, Jamie..

Thank you. Our next question comes from Michael Lewis from Truist; your line is open..

Great, thank you.

My first question is about the suburban JV and I guess it’s – why did you decide to sell these assets at this cap rate, mid-8s you said versus other options? And assuming the answer has something to do with capital needed and cross profile, why not just sell all of it, why keep capital deployed here when you have needs elsewhere?.

Yeah, Michael. I’ll start off and George and Tom can weigh in. Look, we had identify this pool of assets a number of years ago as part of our overall repositioning plan.

Some of the assets we wind up going into the joint venture with Rockpoint down in Northern Virginia and this was the second piece of that, and I think that’s – we really go through an evaluation. Look at the relative growth rates, return on invested capital, capital ratios, pretty quantitatively assessing every single one of our projects.

Now that quantitative assessment doesn’t always directly factor in the value we can generate by having a broader market position and a deal flow that creates for both the JV and for our directly owned assets.

So when we go to put these portfolios on the market, we are always looking for either a sale or a JV and when we’re trying to trade out of some of these larger scale opportunities like we do with the Mid-Atlantic portfolio, you know a lot of very smart money wants the people who have been running at the assets for a number of years to stay in.

It derisks the deal for them, it drives our ability to increase pricing metrics and create a nice promote structure for us, and more importantly from our perspective, maintains our market network and deal flow.

And also, as I pointed out in the comments, really significantly changes the return on invested capital trajectory out of what a moderately growing assets. So when we looked at this transaction, great partner. Maybe we can grow that with them over time. They certainly have a fair amount of capital with very smart real estate investment folks.

We move an asset from – or a group of assets from – on a cash flow basis, a mid single-digit return by the capital structure, we move that to a high-teens overall return on our invested capital. And then as we frankly saw down in our Austin transaction Michael, with the DRA, you know markets change, circumstances change.

So being involved in these ventures and having them perform well, essentially gives us a forward proxy to either sell that portfolio along with our partner in a terminal event or through an effective and fairly balanced buy/sell mechanism, regroup some ownership stake as market conditions present themselves.

So I know it was a little bit long, but I hope that kind of answers your question..

No, I think that’s a good answer. And it breathes into kind of my second question, which is a bigger picture question for you kind of looking back and looking forward.

Now that your guidance is out for next year, I think it’s going to be nine years in a row that your core FFO is between $1.30 and $1.42, and I don’t mean to make that sound like you’re spinning your wheels, because I think certainly the quality of the portfolio has improved and the cash flow has improved.

But maybe talk a little bit about the strategy of capital recycling and capital allocation? You know both as you look back and as you look forward for the company.

How do you think about what your growth profile should be and could be and how to achieve it?.

Yeah, happy to answer that. And that -- the discussion we just had really on the joint venture is a key part of that strategy as well in terms of its ability to generate very good returns to us.

I mean, we had completely repositioned the portfolio in the last half dozen plus years and have created really significant forward development pipeline that can do between Schuylkill Yards and Broadmoor, a significant amount of development that is mixed use, its office, its life science, it’s residential.

And so certainly, we think the company has a real opportunity to pivot into higher growth mixed use product types that will generate higher rates of return. The path to get back on growth is going to come down to our ability to execute some of our existing vacant space.

We have some key targeted vacancies as we have disclosed, and everyone knows about. Our ability to lease those up could generate a significant growth in FFO as those assets come online and that’s really our objective. So we’re focused on tactically what do we need to do to lease up all the space, which will generate some significant growth.

As I mentioned earlier, we have – our rollover for the balance of ‘21 is down to 4.2% on a net basis. We’re really working hard ahead of our ‘22 renew -- expirations and we think the portfolio quality, the location of the properties and our tactical plan, I think will translate into higher growth.

Look, we’re certainly frustrated that our FFO target for this year is below where the consensus was. We’re frankly at one level quite pleased though that with this significant rollouts that we had with IBM with the retirement of that building and the vacation by Northrop Grumman that were able to kind of keep our FFO in the direction it’s moving in.

And as I said at the beginning Michael you know, not every company is going to give guidance. We’re trying to handicap the pace of vaccine rollout, whether the AstraZeneca vaccines will be better than Johnson & Johnson, we’re talking with the pace of recovery of mass transit.

So we really try to look at the guidance we gave this year as a springboard to grow from and I think we’re – as the economy recovers, we know we have great assets. For lease, we know we got a great leasing team on all these projects.

So our hope is really to get back on a growth program, now that their overall recycling is to be done and we have great opportunities in the near term on it on the development side..

Yeah, that’s helpful. Obviously, a tough environment, so it’s an aggressive question to ask you about growth as we sit here today, but thank you..

Thank you..

Thank you. Our next question comes from Tayo Okusanya from Mizuho; your line is open..

Hi! Good morning everyone and again also congrats on the JV. In regards to Schuylkill, the 45% preferred interest that your JV partner has – just following up on Jamie’s question about the cash flow, you know the waterfall.

Is there a minimum return that they get first before you start to participate in the cash flows, is that the way it works?.

Yeah, that’s the standard preferred structure..

And can you tell us what that hurdle is?.

No, I can’t..

Alright..

Yeah. We can’t disclose that. Well Tayo, it’s very effectively priced coupon that again, creates a significant profit opportunity for the company. So I don’t mean to be coy, just we’re not at liberty to frame out the total details..

No worries.

And then, the JV partner, do they have any kind of rights or options to participate in other pieces of Schuylkill at this point or it’s just a one-off based on Schuylkill West right now?.

No, look, I think certainly given as I mentioned earlier, we view these ventures as relationship-building.

I think this, we’re delighted with our relation with this partner and I think they have a high interest in participating at their election in future phases and so, certainly, as we look at identifying, sort forward sources of capital, one of the key components we talk about is you know whether we can create a renewable capital source, if and to the extent we are looking to bring a partner into those projects..

Got you. Okay, that’s helpful. Thank you..

Thank you..

Thank you. Our next question comes from Anthony Paolone from J.P. Morgan; your line is open..

Okay, thank you.

My first question is, can you give us an update on a couple of law firms with near term lease expirations?.

Sure, George -- Sure Tony. Good morning, this is George. So the really kind of the largest in the near term Q is Dechert at Cira Centre. We are getting some of their space back during 2021. Part of that will become part of the life science incubator on the fourth floor.

And then we are still in active dialog with them on a long-term extension on the upper bank floors, which is roughly 110,000 square feet. The other law firm that we had at Cira has since announced that they’re going to be relocating to 1735 Market Street.

They were in the kind of mid-rise section of the stack there and they had an opportunity to relocate into the upper stack over at 1735. So one of those floors is in the lower bank could also be part of the life science retrofit for Cira Centre and then floors 10, 11 and 12 lay out contiguously for anywhere 80,000 square foot tenancy.

And we’ve actually had some initial inquiries about that space already since that announcement came out, so those are really the two law firm deals in Philadelphia..

Okay.

And so with the BakerHostetler space, that won’t impact ‘21 numbers, that’s a ‘22 item is that how to think about it?.

That’s correct, yeah. Their lease expires on 12/31 of ‘21, so that’s a ‘22 event..

Okay.

And then just as I’m thinking about dividend coverage and I look at your sources and uses, what’s in the revenue producing CapEx that wouldn’t really be in development, redevelopment?.

Sorry, Jamie, this is Tom.

On the revenue, that’s enough revenue producing CapEx?.

Yeah. And as I look at your cash flow and sort of dividend coverage, I see the revenue maintaining CapEx, and if we take that out of your cash flow the dividend is well covered.

But then you have this revenue-creating CapEx, I’m just wondering what’s in that, that this wouldn’t be like development redevelopment spending?.

Well, it’s sort of a combination, Jamie, it’s a smaller redevelopment projects of building such that they don’t fall into the bucket of where we put them on the redevelopment stage, so that’s sort of number one. And then number two, do we have – it’s also where we have space that’s been down for quite a while that is being relet.

So it’s no longer within the window of revenue being maintained. It’s for space that’s been down over 12 months. So there is revenue TI in that number as well, but it’s a combination of those two..

Okay, thank you..

Thank you, Tony..

Thank you. Our next question comes from Jamie Feldman from Bank of America. Your line is open..

Great, thank you. I just wanted to follow up on the leasing pipeline. So you had mentioned 1.3 million square feet, up 230,000 square feet quarter-over-quarter.

Can you just talk about what the composition is of that 1.3 million square feet?.

Sure. Jamie, this is George. A good portion of that is down in Metro DC with 1676, and then we’ve got quite a bit of activity in CBD Philadelphia as well. The 1.3 breakdown regionally, it’s about 30% DC, 35% Philadelphia and the balance being in the PA suburbs and Austin..

And what about new versus renewal or development versus non-development?.

Well, as always, that pipeline, when we quoted never includes development. So that’s really just kind of the core portfolio. And the breakdown new versus renewal is – just find my other sheet? It’s about 65% new and 35% renewal..

Okay, great. And then I guess, just to take a step back on Austin, you know on the one hand subleases growing quickly a lot downtown, but if we take all these corporate announcements and actually positive job growth there.

I mean what’s your just big picture view on how you think that market plays out, both downtown and up by the domain or Broadmoor? And just next 12 to 18 months, what’s your expectation?.

Yeah, Jamie. Look, I think we are increasingly optimistic on Austin having an accelerated recovery. I think, we put a page in the SIP on stats for Austin. I think one of the things that – from the opportunity Austin, as of early January paid up 109D hot prospects.

And I think what’s really kind of interesting is that breakdown is pretty well diversified among industry sectors. So we have 21 life science tenants, 39 software companies, seven semiconductor, you’re starting to see the beginning sign of the joint command being located there with the defense contractors, seven plus requirements there.

So, yeah, I think as we looking at with some of these major announcements, including Digital Realty locating to Austin, their headquarters, you’re seeing more and more companies I think get very focused on the quality of life and the cost of doing business in Austin. We have seen our pipeline increase over the last 30 days in Austin.

So I think if that city starts to reopen, Jamie, and I know you know that city well – just getting a lot of inquiries coming in about the forward demand drivers for large office users. So we’re – in our capital raising program for Broadmoor. Block A includes 350,000 square feet of office and enduring the 41 apartments.

I mean we’re actively marketing the office component and some of these larger users are merging and hopefully getting into a decision mode in the next couple of quarters. We certainly think our program at Broadmoor will be very, very attractive.

CAD Metro through their project Connect program is poised to do a lot of infrastructure permits, including the rail access. We are still working with a train station there and would expect to be able to announce something on that in the not too distant future. That will again be a distinguishing point for Broadmoor because of its rail access.

So we’re very optimistic on Austin, you know cautiously optimistic until we see some of these things translate into real deals, but there’s a lot of activity and I think the trend line is extremely good for a really good long term growth for Austin..

Would you do build-to-suit out there, like just straight with the tenant, safety structure?.

Yeah. Look -- look, we would certainly – you know we’re keeping all of our options on the table as we go into these discussions. So certainly there is a couple of large corporations looking for 0.5 million, 1 million square feet, looking to create campuses.

I think just as we’ve done in the past with major corporations like Subaru and a few others, we’re certainly open to build-to-suit development joint venture with users. I mean that’s part of our business, so I think we’re certainly open to those types of discussions..

Okay. Alright, thank you..

Thank you, Jamie..

Thank you. Our next question comes from Daniel Ismail from Green Street Advisors; your line is open..

Great, thank you. I’m just curious on 2340 Dulles. I believe, last quarter you mentioned looking to market that property, and I’m curious – I guess two questions.

How the reception in the markets was to that marketing? And two, what the overall desire is out there for a value-ad office product these days?.

Yes, hey Danny. Yeah, we have been talking to a number of potential investors in that project. We have also been moving on a parallel path with our renovation program and where we are right now is our expectations. We’re going to begin the execution of the renovation program.

There are a number of larger tenants moving around that market, of which 2340, given its size, quality, location and visibility could be a very attractive receiver site.

So we’ve made the decision to move forward the renovation program, of which we think every dollar we put in is a dollar good if we would elect to sell, but also use that renovation period of time to actively market the project for large users.

The building has a higher than normal parking ratio, has incredibly efficient floor plates, so we think it could be a distinguishing competitor added in that section of the toll road.

So when we are looking at folks that wanted to come and buy it, the pricing was how we would underwrite buying up an empty building; certainly not what we would expect to realize in terms of full value.

So as I have embedded that, talking to a number of potential venture partners, we’ve made the decision to kind of go down the path that we’re on, and the market will present whatever opportunity is the best for us, whether it’s to lease it up ourselves or to continue, execute the renovation program.

At that point our expectation is the market will be better then than it is today and that should improve our ability to either sell a joint venture or just continue on the path of the wholly owned asset..

Great, thank you..

Thank you. And our next question comes from Bill Crow from Raymond James. Your line is open..

Yeah, thanks. Good morning, guys.

I guess my first question is, I get the whole de-densification or reversal, but have you actually seen tenants take more space to make up for that?.

Yeah. I mean, I think during this past quarter, I’ve got the exact number in my script. We actually had a number of square feet of tenant expansions, and I think Bill, you know we’re really kind of focused on reaching out to all of our tenants, but right now, given where we are, there is really a bifurcation between the larger and the smaller tenants.

I think the smaller, mid-sized companies, you know 10 to 50 employees, they are very focused on getting back to the workplace as soon as they possibly can, and they are at the leading edge of the companies we’re doing space planning for or space planning is being done for them.

They’re kind of trying to configure out how they think their space should work. I think the larger companies – and George please weigh-in. I think the larger companies, they’re trying to figure out what they want to do with the bulk of their employee base.

I mean do they want to have X percent of work from home, X percent in the office full-time, and I think the only anecdote I can share with you is there seems to be a lot of debate among C-level executives at these large companies, what’s the best path toward productivity? So I really do think that will take another couple of quarters until there is more visibility on vaccine deployment, the vibrancy of the other return and the timing of the return of these mass transit systems that will really start to factor into what these larger employers want to do.

But George,...

Yeah Bill, you know for the quarter we had just a little bit north of 33,000 square foot of expansions and 191,000 for calendar year 2020. As Jerry said, we’re seeing a lot of this really in kind of the small mid-sized tenancies where that 8,000 square footer on the first space plan you know ultimately agrees to take 11,000 square feet.

The 6,000 square footer ends up growing to 10,000. So kind of singles and doubles might I think you know – unfortunately we haven’t really seen that many deals where it’s a five floor tenant who says, give me a sixth floor.

But we think that that once the whole return to work and who is going to continue to work from home equation fully plays out, I think you might start to see some expansion as a result of de-densifying in the larger deals too..

Great..

And I’m sorry, just I think, the other dynamic we’re seeing, which I think is really important, and I think it’s relevant for Brandywine as well as a number of other high-quality office companies is, there is clearly an accelerating trend toward quality, so I do believe that Class A trophy quality property will start to pick up some demand drivers out of the B or C quality buildings where employers will be very focused on communicating to their employees that they selected a workplace environment that’s truly high quality.

It has great air flow, all those things that we talked about in one of the earlier questions, and I think that’s one of the real green shoots so to speak for these companies that have very high quality inventory..

Yes, no I agree with that. I guess my question was whether there is any direct linkage to de-densification and some of these companies have organic growth. I’m sure that we’re going to take more space, anyhow I think that will play out over time.

My next question is, you called yourself a high quality office company and I agree, but I’m wondering if through all the joint ventures, through going into life sciences, through additional residential investment, you’re not overly complicating the story such that the value as a public company never comes up toward the value of the assets that are underlying.

I mean is that a risk that you think about?.

Well, certainly I think the creation of these joint venture structures does create some complications, which I think is why we try and always lay out very clearly in our supplement and in our communications how everything layers in.

But I actually think that – not to disagree with you, but I actually think that the ability for us, and particularly in Broadmoor and Schuylkill Yards, to have a multiplicity of product, we’ve been a master planned community. It’s incredibly value accretive to our story.

And certainly given the outlook that some folks have on the future demand drivers overall in office as you just touched on, I think us having fully approved designed, ready-to-go mixed use communities like the two we’re talking about, I think, is a huge driver of growth for our company and the market will dictate how that growth is best harvested.

But I think certainly our ability to do residential with life science, with office, with retail, that adds a higher value to every physical space we build, and I think whether that’s here at Schuylkill Yards or down at Broadmoor, I think our shareholders will benefit from that comprehensive master planning approach than if we were just to do an office building here and office building there..

Yeah, no, and first of all you can disagree with me, and I don’t necessarily disagree with what you just said. The market has been hesitant to award multi-sector rates with higher multiples in the past, so that’s more of the concern. But alright, thank you. I appreciate the time..

Thank you, Bill..

Thank you. Our next question comes from Emmanuel Korchman from Citi. Your line is open..

Hey, it’s Michael Bilerman here with Manny. Good morning. Jerry, I wanted to sort of, you talked a little bit about the disappointment in terms of where the FFO trajectory has been and where it is for this year.

How do you sort of match that up with these preferred, your investments that you’re making in Austin at 9% yield, the retention of a higher coupon preferred in the joint venture.

All of those is propping up FFO in the near term and putting you on a treadmill, that as that capital comes back, you’re going to have to try to find reinvestments and the likelihood of finding something at a 9-bagger is probably not open.

So how do you sort of weigh all of those things together?.

Yeah, I think from our perspective, first of all, the investment has to make sense. So when we looked at the investment in Austin, I think there it was actually a fairly easy decision point from the standpoint of cap rates in that market are sub-5.

We want to grow our revenue contri from Austin, so we kind of said that the best way for us to do that in Austin is to proceed with, Mike with our development program, and then to try and find opportunities like we uncovered here that creates, really driven by unique capital structure.

And when that 9% coupon terminates in several years, unless it’s extended etc., at that point in time, I think we’ll figure out other places to put that and to redeploy that.

But, I also think one of the things we, that’s top of mind for us is that given some of the larger blocks of vacancy we need to fill right now, and have planned to do over the next year or so.

We think that generates a lot of core FFO growth, which hopefully translates into better public market pricing and it gives us the ability to keep moving down the path of growing FFO, while looking at whether these structured type of preferred investments for us are good interim deployments of capital.

So, I think that’s how we look at that and certainly the creation of these joint ventures, as I mentioned, are really driven toward how we improve our overall return on invested capital and minimize or reduce our direct capital outlay in a certain set of properties and we think that follows in very well to the strategy of creating deployment capacity into either development projects or other transactions like the one you mentioned..

When you think about the JV in the suburban sales in Philly, why not exit those assets completely? And I recognize by not doing that you’re keeping a $20 million preferred and that’s giving you some better, little less dilution, you’re getting some fees, which is less dilution.

But at some point the story does become more complicated in, was there just not a buyer that was willing to buy 100% of those assets that required you to stick $20 million in 10% of the cap structure, keeping it in and also maintaining a 20% equity stake?.

No, look, as I mentioned, to an earlier answer, to an earlier question, was look some of these institutions, they are looking for operators who are really good at what they do. So there is a difference between an operating investor or a financial investor.

We’ve seen the higher pricing come in from financial investors, and those financial investors typically are looking for folks to stay in the property, run them, we have the back office operation reporting structures in place. So as I have mentioned....

Then why do you think, they can’t go find someone else Jerry, right? I mean, yeah, I think for the perspective of that’s what they want, the question is what does, what should Brandywine shareholders want? And they’re going to want a complete access, maximized proceeds and sort of to get out and focus.

This whole element of leaving a little bit on the table and getting the fees and low less dilution, I guess I’m having a harder time understanding the capital allocation decision from your perspective, right? You could go find another Philadelphia operator; you’re not the only one in the marketplace. That’s where I’m struggling with..

Well, look, it’s a fair point you’re raising, and I would pose it back to you that sometimes those financial investors, as opposed to hiring a brokerage firm or a property management firm to do leasing or whatever it might be with them, they like the fact they have an incentive partner and in many cases that the existence of that incentive partner like a Brandywine in this case, can create higher pricing for us.

So that’s how we evaluate. I think it was very clear earlier when we got to put something on the market, we’re always looking to either sell or we can maximize proceeds by doing a JV, we did that.

In fact, we have sold a number of properties directly and I don’t think you can lose sight of the fact that these ventures are really transitional capital for us.

We have recycled in and out of a number of these that have, delivered significant returns to our shareholders, so it’s all about how we deploy the capital and maximize the return that we get..

Last question, just in terms of the terms of these two preferreds, are they accrued, are they cash pay, what level are they at in terms of price per foot. So if you can just talk about the Austin one and then the retention of the JV, the preferred equity in the suburban asset sales..

Yeah, I think on the Schuylkill Yards West, it’s as cash flow comes in and accrues, and Tom, do you want to….

Oh no..

While, the preferred in Austin is a current pay..

Current pay of line..

Our investment base per square foot is fairly....

Less dollar in it. A less dollar and it’s $260 a foot..

Yes, and we have in that case Michael, over two times cash flow coverage based on leases in place. The same thing for the other preferred in the mid-Atlantic portfolio, there it is current pay at the 9% as well as a very, very good cash flow coverage..

Okay, thank you..

You’re welcome. Thank you..

Thank you. And that does conclude our question-and-answer session for today’s conference. I’d now like to turn the call back over to Jerry Sweeney for any closing remarks..

Great! Thank you everyone for joining us for the fourth quarter 2020 call and we look forward to updating you on our next first quarter ‘21 call, and in the meantime everyone please stay safe and sound. Thank you..

Ladies and gentlemen, this concludes today’s conference call. Thank you for your participation and you may now disconnect.

Everyone have a wonderful day!.