Ladies and gentlemen, thank you for standing by, and welcome to the Brandywine Realty Trust Third Quarter 2019 Earnings Call. [Operator Instructions] I would now like to hand the conference over to your speaker today, Jerry Sweeney, President and CEO. You may begin.

Thank you very much. Good morning, everyone, and thank you all for participating in our third quarter 2019 earnings call. On today's call with me, as always, are George Johnstone, our Executive VP of Operations; Dan Palazzo, our Vice President and Chief Accounting Officer; and Tom Wirth, our Executive VP 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 these 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 that we file with the SEC. So, looking at our business plan, we are in great shape and substantially done for 2019. So after a very brief review of our 2019 plan, I will outline our 2020 earnings guidance and our business plan. Tom will then provide a synopsis of financial results, and after that, Tom, George, Dan and I will be available to answer any questions you may have. Our business plan continues to be very straightforward, simply take advantage of great product in strong markets to lease space at increasing net effective rents by controlling capital costs, delivering positive mark to markets with strong annual rent increases. Our 2019 plan accomplished that objective, as will our 2020 business plan. We are 100% done on our speculative revenue target for '19. The leasing pipeline looking forward remains deep for our existing inventory at about 1.5 million square feet, including approximately 270,000 square feet in advanced stages of negotiations. For the third quarter, we posted strong rental rate mark to markets of 9.3% GAAP…

Thank you, Jerry. Our third quarter net income totaled $6.7 million, or $0.04 per diluted share and FFO totaled $64 million or $0.36 per diluted share, which met consensus estimates. In addition, we narrowed our 2019 guidance by $0.02 per share and the midpoint remains $1.42 as compared to the initial first and second quarter guidance. Some general observations of the third quarter were: operating results were generally in line with our second quarter guidance; our second quarter fixed charge and interest coverage ratios were 3.6 times and 3.9 times, respectively, both metrics improved as compared to the third quarter of 2018; our annualized net debt to EBITDA decreased to 6.3 times, which benefited from the improving operations and sale of Plaza 1900 for roughly $36 million. Our 2019 guidance looking at the fourth quarter, we have some general assumptions. Portfolio operating income will total about $84.5 million. FFO contribution from joint ventures will total $2.5 million. G&A -- our fourth quarter G&A expense will decrease from $7 million to $6.5 million. The incremental decrease is primarily due to expected timing of expenses, and the full year G&A expense will total approximately $31.7 million. Interest expense will be $20.5 million, with 92% of our debt being fixed rate at the end of the quarter, but up to 98% fixed as a result of the bond deal. Capitalized interest will approximate $0.8 million. Full year interest expense should be about $82 million. Termination fee and other, we anticipate termination income of $2.6 million for the year, other income will approximate $7 million. Net management and leasing development fees will be $2.5 million and approximate $9 million for the year. Financing activity, during the fourth quarter, we took advantage of the public debt markets and issued $200 million of secured bonds at…

Great, Tom. Thank you very much. With that, we're delighted to open up the floor for questions. We do ask, as we always do, that in the interest of time, you limit yourself to one question and a follow-up. Operator?

[Operator Instructions] And our first question comes from Manny Korchman from Citi. Your line is open.

Good morning, everyone. Jerry, in your remarks, you mentioned the macro economy and how that might impact leasing or it's tenant desires. Can you talk about that construct within both the life science space and tech tenancy that's likely targeting the Austin development?

Yes, good morning Manny. It's a great question. And I think looking at the two different sectors, I mean, certainly with a lot of the political dialog taking place across the country on the regulatory risk facing big tech, while we haven't seen any direct impact on that, it is creeping in the conversation circles. So there is no question that potential for any type of legislative action, any adverse public policy decisions, primarily coming from a federal level, but certainly some susceptibility at the state level could have an impact on the growth expectations of some of the major absorbers of space on the technology sector side. Again, haven't really seen any definitive action steps being taken in response to something that may happen in the future, but certainly, that is creeping into more and more conversations in terms of forward planning activity. I think the same thing holds true quite candidly on the life science space, where you certainly have an awful lot of dialog in the public sector on healthcare costs, the profitability of pharmaceutical companies, concentration of wealth among large employers in that life science space that I think that does create a bit of an overhang in terms of what some companies may be looking to do. Again, it's just out there as kind of a yellow flag pending the outcome of some of these political processes, but there's no question in any sector regulatory risk in public policy always provide a potential positive or adverse impact on growth plans. And I mean, given the current dialog that we're all hearing in the public sector space, there is certainly again some yellow flags out there depending on how some of those things turn out.

Great. And then just quickly on 1676, the LOIs you discussed this quarter, are those the same ones as last quarter and just kind of your expected timing on converting that fully?

Yes. I mean I did, we actually at last time at last call, Manny, we were under letter of intent, now were inactive lease negotiations pretty far advanced, so we're certainly anticipating that rolling into a lease.

Thanks, sir.

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

Great, thank you. I appreciate the color on potential development starts and funding. I guess if you were to handicap the two starts, what's most likely, would they be more of your production assets you mentioned or some of the larger projects? And then in that light, how should we think about potential asset sales like the magnitude and maybe even the yield or the cap rate on the assets you might be selling?

Yes, good morning. Jamie. In terms of the near-term development starts, I think, given the pipeline that we're seeing, we would anticipate a higher probability right now to what I call the production level assets, so either Garza or Four Points or 650 or 155, and they again can be delivered within four to six quarters. So, given the level of pre-leasing there, the pricing coming out where we anticipate it would be, I think, we're certainly gearing up for one or two of those to start. I think on Broadmoor, we are really excited about the demand that we're seeing. Those blocks that we're planning clearly could be in a position with final site plan approval and building permits to go mid-year '20. So, we assign a pretty good probability to one of those starts scaling as well. And then Schuylkill Yards right now, we'll see how the final pricing works out. We do have a very healthy pipeline that we feel pretty good about. The discussions we're having with potential equity partners, which are clearly looking forward to that project for us, are progressing nicely. But if we had to handicap it right now, our guess is that the higher probability which reflects the $50 million in the plan, will be coming out of those production level assets. And in terms of asset sales, as you well know, we're always in the market, exploring different types of sales opportunities. We continue to be very pleased with the level of response that we see. Even that one sale down in Northern Virginia, very active bid process, good pricing, a pretty wide array of potential buyers, debt markets are really fluid and attractively priced. And we would expect us to prune some assets in the Pennsylvania suburbs. It's a primary receiver or generator of additional funds in the latter part 2020.

Okay. And then are there any land sale gains in your 2020 guidance?

Jamie, this is Tom. We don't have any material land gain sales. We did say that it's going to be about $10 million of land gain sales. Any gains of that nature, will be less than a $0.01, probably close to $0.005.

Okay, great. Thank you.

Thank you.

Thank you. Our next question comes from Craig Mailman from KeyBanc Capital Markets. Your line is open.

Just a clarification. So KPMG, they came out of the numbers kind of October 1, right?

Yes, correct.

So I'm just curious you guys kept occupancy guidance the same. For this year, you have 130 basis points of commencements coming in the bag so far, but then you're going to lose most of the 160 basis points of the remaining expirations, right? I'm just curious, could you walk me through how you get to 94% and 95% from 93% with the drag from KPMG?

Craig, good morning, it's George. KPMG did leave 930. We've got additional expirations. The pre-lease that we have will commence in the fourth quarter and then, there are a couple of move-outs that immediately get backfilled in the fourth quarter. They don't show -- so you see the expiration, but there is no pre-lease listed in our number because the space isn't vacant as of the end of the quarter. So that's really how we roll up to maintain that same 94% to 95% range.

Got you. So those pre-leases aren't necessarily in the 4Q commencements on the leasing page?

Right.

Okay, got you. And then just another quick one. So on the 400,000 square foot dedicated life science building, could you give us a sense of what you guys think you might own on that? And did Drexel pass on -- don't they typically have the right of first offer for like 15% of each building?

Yes. Look, couple of points here, Craig. We're anticipating being in the 50% range in terms of the ownership of the life science dedicated project. Drexel does have an opportunity to participate in our projects going forward, as frankly does any tenant who is interested. Drexel's -- their right is a rolling right, there is no notice period. They could wind up being a part of our life science building. I mean what we're seeing really is a burgeoning demand coming out of the anchor employers here in University City, whether it be Children's Hospital, University of Pennsylvania Medical System, Drexel University and all of their various academic and research initiatives, The Wistar Institute. So I think in assessing the depth and the diversity of the demand, I think, we felt very good about launching that design development process. As the building -- physical form begins to take shape from a plans and spec standpoint, we will commence the marketing of that and the hope would be that we could identify some tenancies as we are going through the design development process.

Got you. Would it be like a 100% built out as lab space with all the improvements or would it just be geared towards life science tenants who want to cluster together?

The actual specific build out will be driven by individual tenant requirements. The physical specifications of the building, the ventilation, the mechanical systems, ceiling heights, floor loads, et cetera, will all be designed to be convertible into wet/dry lab administrative, so provide complete optionality in terms of interior layout to what the tenant requirements might be.

Got you. Great, thank you.

You're welcome.

Thank you. Our next question comes from John Guinee from Stifel. Your line is open.

Great. One curiosity question I've just got to ask it, when you are walking around the country, or traveling around the country and you see a wonderful park like your new park at Schuylkill, some of them are clean and very user-friendly and some of them are full of tents and homeless people. Are Philadelphia's finest able to keep that park pleasant and usable?

It is very pleasant, eminently usable and being adopted very quickly into the public cityscape in Philadelphia. We have between Brandywine personnel -- between the University City district folks as well as Philadelphia's Finest, there is a very coordinated campaign that's been incredibly successful, John not just at Drexel Square, but also at our Cira Green Park to make sure that we are always keeping those parks as friendly as possible to the general public.

And then, the second question, you have been very, very good about raising your dividend the last few years. What are you thinking about the dividend this year and what's your taxable issues?

Well, I think from a taxable standpoint, Tom, I'll defer to you, but I think from a dividend standpoint, yes, look, we are encouraged by some of the forward signs we're seeing, I mean ranging, John, from a real estate level, the forward pipeline. I think we're really pleased with the strong mark-to-markets we're seeing, primarily on a cash base, GAAP is very important too, but as I say, you can't buy groceries with GAAP. So having really effective good cash rent growths, the annual escalations we're building into our projects, what we think are some really good near-term convertible development opportunities that will grow cash flow tremendously, and the fact that there'll be no ongoing capital costs, all of those are very positive attributes our Board looks at in evaluating the dividend growth plan. I think what we're looking for right now is just some -- a little more visibility on executing the capital side of that plan. It's no secret that construction costs have continued to escalate, not just for base building, but for TIs, as you well now. And we have a number of very interesting initiatives underway to kind of keep a lid on those construction cost escalations, which I think are really resulting [indiscernible] on our capital costs in that 14% of revenue range, which is really very good, so we're able to generate net effective rent growth. So if those two elements come together, the forward leasing visibility with that positive mark-to-market, as well as the good containment on executing leases from a capital standpoint, I think, the Board is always biased to making sure that shareholders receive a very effective share of our growth model. Tom, on the tax side.

Yes, John. On the dividend side, we don't have any pressure on the dividend based on the current recurring taxable income we are having. Obviously, if we do have some asset sales, depending on when they happen and what those assets may generate in capital gains, we would have to assess whether there is a need to raise it. But at this point, based on our operating plan for 2020, there is no taxable reason to raise the dividend.

Great. Thank you.

Thank you, John.

Thank you. Our next question comes from Jason Green from Evercore ISI. Your line is open.

Good morning. Just a question on Schuylkill Yards. Can you talk more about the interest specifically for the office portion of Schuylkill Yards? If there are any changes to pre-leasing requirements for the project to get started?

Sure, Jason. Good morning. No change to the pre-leasing requirements on the East Tower, still targeting that 35% to 50% range of the office component. You'll recall that building has the flexibility to be up to a third life science. So we're trying to manage those two different targeted audiences. And the pipeline, again, remains pretty diverse. There's a few larger tenants in there that we're waiting for some feedback on, but we're also doing a very effective job. Our leasing teams that is really developing a pipeline of single and two floor users that we think could really add to the pipeline execution as we move forward. On the West Tower, which is predominantly a residential tower, with the right equity financing in place, and given the read that we have on the underlying strength of this location and the depth of the residential demand drivers, I think, we're prepared to start that given its fairly small office component without having any pre-lease in place. So no real change from the plan we've outlined before.

Okay. And then on 405 Colorado, the additional 10% leased, was that an expansion of the tenant that was already in there or was that a new lease? And then, I guess, how should we think about the remaining 55% in regards to how quickly that will get leased up and what demand is like?

The incremental 10% was new tenants coming in, so not an existing expansion. And look, I think we're really happy with the pipeline we have there. We are 3 to 4 times covered on the remaining 110,000 square feet, with some very near term discussions underway. We have been able to continue to push rents, through the development cycle. I mean the building -- we are still -- the garage is going up now up to halfway through, not even quite half way up to garage levels. So I think with the pipeline, we feel pretty confident that we'll get some leasing done in the next several months. And as the building really starts to take shape Q2 and Q3 of next year, I think, we'll be able to lock it away, but I think, as I've mentioned, we feel very confident this is one of those projects like an FMC or a Cira Center, we will be substantially leased by the time we open up the doors.

Got it. Thanks very much.

You are welcome.

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

Great, thanks guys. Good morning. Given the recent headlines, have you noticed any pullback in co-working activity in your markets? And then, as a follow-up, can you provide an update on some of the flexible options you guys are working on internally?

Sure. Well, I mean there's certainly been a lot of very public disruption in that space in the last 60 days or so. I think what we've seen is a push by some of the companies to try and get leasing transactions done. I mean, I think, with the dislocation of the major move in the market, WeWork's I think you're saying and number of other companies really try and accelerate their activity. So we haven't really seen a pullback from that side, from the demand side. I think, in talking to a lot of landlords and certainly from Brandywine's perspective, we continue to be extremely focused on what the credit support -- how that credit support is evidenced on all of our co-working initiatives and we have little bit more than 2% of our revenues coming in from a variety of co-working initiatives, primarily we just -- we do at one WeWork's location, few other executive suites. So we're very focused on making sure there is adequate credit support there, really walk those spaces to make sure there's high levels of occupancy. We're very much involved in the design of those spaces. So we think there is a high level of convertibility if the operators have any issues. And I think certainly Brandywine -- our [indiscernible] initiative, utilization rates are north of 80%, a tremendous benefit. We're looking at expanding that in some of our existing projects, as well as quite candidly even within some of our development projects allocating pods of our space to facilitate the flexible -- providing some of our tenants a flexible term lease structure that can bridge out some of their short or intermediate term demands and has a compensation structure in place for us that gives us an accelerated return of the capital we need to invest to meet that flexibility requirement.

And by compensation structure, would that be some share over market rent premium?

Yes, but probably it's a little of [indiscernible]. Yes, I mean, higher rental rate that would compensate us for the -- we're not having a five-year term or a 10-year term in place. And certainly our experience is that tenants will pay that premium to afford then that business plan flexibility that's important to how they run their business.

And not to go over my two question limit, but have you guys generally found that to be in the two times range -- or 50% or can you frame that type of rental premium?

It could be up to -- I wouldn't say up to 2 times, but it's probably 50% premium.

Okay, great. That's helpful, thanks guys.

Thank you.

Thank you. And I am showing no further questions from our phone lines and I'd like to turn the conference back over to Jerry Sweeney for any closing remarks.

Great. My closing remark is, thank you for your engagement this morning. Thank you for continuing to follow the Company. We're very excited about where we stand today with the portfolio, with the growth opportunities in the near-term that we have every intention of executing. And we look forward to updating you on our year-end call which will occur in late January of next year. Thank you very much.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program and you may all disconnect. Everyone, have a wonderful day.