Brandywine Realty Trust - Earnings Call - Q2 2025

Executive Summary

• Q2 2025 printed mixed: FFO/share of $0.15 was in line with consensus, while GAAP EPS of -$0.51 missed on $63.4 million non-cash impairments tied to Austin assets; total revenue was resilient at $120.6 million, above S&P Global consensus, aided by improved leasing momentum.
• Guidance was narrowed and lowered: 2025 FFO guidance to $0.60–$0.66 (midpoint $0.63) and loss per share to -$0.96–-0.90 as land-sale gains were removed given approval timing uncertainty.
• Operating KPIs strengthened: core occupancy rose to 88.6% and leased to 91.1%; same-store NOI +1.0% (GAAP) and +6.3% (cash); tenant retention improved to 82%.
• Liquidity improved via $150 million notes (7.039% YTM) and repaying the $43.6 million construction loan; no balance on the $600 million revolver, cash $122.6–$123 million.
• Near-term catalysts: development leasing/recaps (Uptown ATX 100k sf signed; 3151 Market pipeline), disposition execution to $72.7 million, and possible dividend policy action as CAD coverage normalizes into 2026.

What Went Well and What Went Wrong

What Went Well

• Leasing momentum and pipeline: “Leasing activity… increased 35%,” with a 100,000 sf tech lease at One Uptown; company-wide tours up 66% QoQ; core portfolio now 91.1% leased.
• Liquidity and balance sheet: Issued $150 million notes at a 7.039% yield; revolver undrawn; repaid a $43.6 million construction loan; cash $122.6–$123 million.
• Dispositions and guidance execution: Sales target raised to $72.7 million (from $50 million midpoint), with $17.6 million completed and $55.1 million under agreement; speculative revenue target largely achieved.

What Went Wrong

• GAAP loss and impairments: Net loss of -$89.0 million (-$0.51/share) driven by $63.4 million non-cash impairments in Austin; FFO/share down YoY to $0.15 (vs $0.22).
• Cash coverage/timing: CAD payout ratio elevated (176%) given deferred tenant allowances and accruing preferred JV dividends; management expects improvement as developments stabilize/recap in 2026.
• Guidance reset: 2025 FFO narrowed/lowered ($0.60–$0.66) and EPS loss widened (-$0.96–-0.90) after removing land-sale gains due to approval timing uncertainty.

Transcript

Operator (participant)

Ladies and gentlemen, thank you for standing by and welcome to Brandywine Realty Trust's Second Quarter 2025 Earnings Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session, and instructions will be given at that time. Please be advised that today's conference is being recorded. I would now like to turn the conference over to Jerry Sweeney, President and CEO. Sir, please go ahead.

Jerry Sweeney (President and CEO)

Michelle, thank you very much. Good morning, everyone. Thank you for joining our second quarter 2025 earnings call. As usual, on today's call with me are George Johnstone, our Executive Vice President of Operations; Dan Palazzo, our Senior Vice President and Chief Accounting Officer; and Tom Wirth, our Executive Vice President and Chief Financial Officer. Prior to beginning, certain information discussed on this call may constitute forward-looking statements within the meaning of federal securities law. Although we believe the 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. First and foremost, we hope that you and yours are doing well and enjoying the summer.

During our prepared comments today, we'll briefly review our second quarter results and provide updates on our 2025 business plan. After that, Dan, George, Tom, and I are available to answer any questions. We posted solid operating metrics again this quarter, reinforcing the continued flight to quality, our portfolio's strong market positioning, and our asset quality. As we will review, we are increasing our business plan ranges on retention, same-store growth from both a cash and GAAP standpoint, our capital ratio, and GAAP in combined mark-to-market. At the midpoint, we have now executed over 98% of our 2025 SPAC revenue target. Our quarterly retention rate was 82%. Leasing activity for the quarter approximated 260,000 sq ft including 233,000 sq ft in our wholly owned portfolio and 226,000 sq ft in our joint venture portfolio.

Quarter-over-quarter, leasing activity increased 35%, highlighted by our signing a 100,000 sq ft lease with an industry-leading tech company at our 1 Uptown joint venture development. Forward leasing commencing after quarter end remains strong at 280,000 sq ft. Second quarter net absorption totaled 13,000 sq ft. We do expect positive net absorption in the third quarter as well. As anticipated in our business plan, we ended the quarter at 88.6% occupied and 91.1% leased. The sequential increase in both our occupancy and lease percentage is primarily due to, as we outlined last quarter, reclassifying Threnor, Delaware into a redevelopment opportunity, the sale of Quarry Lake in Austin, and an asset now held for sale in our Austin portfolio.

While we are 91% leased, we expect negative absorption in Q4 from a tenant move-out in Austin and several small leasing slides to Q1 2026, so we're holding our year-end leasing range at 89%-90%. In Philadelphia, we're 93.5% occupied and 96.5% leased. During the second quarter, we captured 54% of all office deals done in the central business district. In the Pennsylvania suburbs, we're 88% occupied and 90% leased. In Austin, that is now 78% leased and occupied up due to the sale of those two properties. Looking ahead, we have only 5.2% annual rollover through year-end 2026, one of the lowest in the office sector, and only 7.5% through 2027. For the quarter, our mark-to-market was 2.1% on a GAAP basis and negative on a cash basis.

We are increasing our range on both of these metrics, 50 and 75 basis points respectively, based on leases we have already executed in both Philadelphia and the Pennsylvania suburbs. Our capital ratio was 4.1%, well below our 2025 business plan range, primarily due to continued capital control, construction efficiencies, and a number of as-is transactions. As such, we're improving our capital ratio by half a percentage point at the midpoint to now 9%-10%, which is the lowest capital ratio range we have had in the past five years. Tour activity continues to accelerate. Second quarter physical tours exceeded the first quarter by 29%, and the square footage toured in the second quarter exceeded first quarter by 66%. For the quarter on a wholly owned basis, 43% of new leases were the result of a flight to quality.

We also, as we always mentioned, don't have any tenant lease expirations greater than 1% of revenue through 2026. Our operating portfolio leasing pipeline remains solid at 1.5 million sq ft, which includes about 75,000 sq ft in advanced stages of negotiations. We anticipate continued strong operating performance in our operating portfolio supported by limited rollover risk, excellent capital control, the ongoing strengthening of our markets, and an expanding lease pipeline. From a balance sheet standpoint, we issued $150 million of unsecured bonds in June, generating $159 million of gross proceeds and an effective yield to maturity of just over 7%. We used a portion of these proceeds to repay the line of credit balance created by our prepaying the $70 million term loan last quarter.

As a result, where we are now, we have no outstanding balance in our $600 million unsecured line of credit and $123 million of cash on hand. We do plan, in fact, just very recently, to use some of those proceeds to reduce our secured indebtedness by repaying our construction loan on 165 King of Prussia Road in Radnor, and are in the process of prepaying a portion of our secured CMBS loan. We also have no unsecured bond maturities until November of 2027. Going forward, to ensure ample liquidity, as Tom will further touch on, we plan to maintain minimal balances on our line of credit. As noted previously, our business plan is designed to return us to investment-grade metrics over the next couple of years. As such, we'll be looking to reduce overall levels of leverage while retiring secured debt through unsecured bank or future bond offerings.

Stepping back a bit and looking at the larger picture, real estate markets and overall sentiment continue to improve. Our operating and leasing teams have established a solid operating franchise to capitalize on improving market dynamics. In particular, pipeline activity continues to grow quarter-over-quarter. Tour volume remains at very healthy levels. Rent levels and concession packages remain fully in line with our business plan, and in select submarkets and in select buildings, we are pushing both nominal and effective rents. The quality bifurcation continues in the office sector. As a way of example, Philadelphia's vacancy rate is about 18.6% among 119 buildings. 50% of that vacancy is concentrated in just 14 buildings, while the top 10 vacancy buildings account for 40% of the city vacancy. High-quality buildings continue to outperform and push effective rent levels.

Our competitive set, particularly in Philadelphia CBD and the suburbs, continues to narrow through both buildings being removed from office inventory for residential conversions and a select few assets continue to have financial issues, essentially removing them from the leasing market dynamic. In fact, our numbers show that potentially 10 buildings totaling several million square feet of office product is in the process of being removed from inventory for conversion to residential uses. As such, our Brandywine team and assets remain in an ever-improving competitive position. In looking at the city's life science sector, while early in the recovery phase, that should remain a forward growth driver backed by a strong regional healthcare ecosystem that includes 1,200 biotech and pharmaceutical firms, along with 15 major health systems. Green shoots on the capital raising front are emerging, as evidenced by the recent $200 million raise by a local life science firm.

Austin, that's actually emerging from real estate market lows and remains a magnet for corporate expansion. Leasing momentum remains positive, particularly in the Class A property, with Austin recording over 121 tenants actively seeking almost 4 million sq ft of space as of July. Positive momentum was driven by a revitalization of the tech sector. There's also a notable trend encouraging return to work on a full-time basis, so we are increasingly optimistic that Austin will see increased leasing activity as 2025 progresses. As noted, significant progress has been made on liquidity and our operating property performance. Earnings, however, remain impacted by the expensing of our non-cash preferred accruals and negative carry on our JV development. By way of illustration, we are incurring $0.14 per share of negative carry in our development projects, including about $0.10 per share in non-cash charges for our preferred structures on our JV developments.

Looking at FFO, our FFO for the quarter was $0.15 a share and in line with consensus estimates. One point to note that we highlighted in our supplemental package in the press release is our 2025 business plan contemplated $0.03 a share in gains from land sales. We did anticipate these sales would occur in the second half of the year. Based upon the length of time required to perfect full-site approvals, and that being a condition to achieve optimal pricing, we do not believe all required approvals can be obtained by year-end. As a result, we remove these gains from our 2025 forecast, and as such, our revised FFO range is $0.60-$0.66 per share, reflecting a midpoint still above consensus estimates.

Optimizing value in our development projects remains the top priority in the company, and activity levels in all of our development projects significantly improved during the quarter, particularly at 1 Uptown and 3151. In fact, our overall development pipeline is up over 1 million sq ft from last quarter. During the second quarter, we also had great success on residential developments at Avira, which has reached 99% leased, and Solaris now being 89% leased. At Schuylkill Yards, on our 3025 project, that commercial component is now 85% leased. To accelerate leasing on the one remaining floor, we are pre-building space for delivery by year-end and have a very good pipeline of smaller tenants. We have executed one retail lease and are in advanced negotiations on the final retail space. We continue to project the commercial component will stabilize in Q1 2026, shortly after our major tenant takes occupancy in January.

Avira, the residential component, as mentioned, is 99% leased and approaching full economic stabilization. 3151 Market, our life science project, was substantially delivered the first quarter of this year and will be in a capitalization phase through 2025. That pipeline has grown significantly since last quarter, with advanced discussions underway with several prospects. The life science market remains in a recovery mode, impacted by a challenging fundraising climate and public policy uncertainty. Given the success of our 3025 office project, we're also conducting tours with office users. As I mentioned last call, despite the strong increase in office and life science traffic, visibility on lease executions and related build-out timelines still remains a bit unclear, so we did move the stabilization of that project back a quarter to Q4 2026.

At Uptown ATX, traffic improved significantly over the quarter, and as highlighted earlier, we signed a 100,000 sq ft lease and are now 40% leased. Our remaining pipeline remains strong, with tenant sizes ranging between 6,000 and 100,000 sq ft, including ongoing discussions and negotiations with several full-floor users. We are also proceeding with building out spec space on one floor to accommodate the accelerated move-in dates for several smaller prospects. Those suites will be completed in early Q1 2026. Solaris, which opened 10 months ago, is currently 77% occupied and 89% leased. We expect Solaris to fully stabilize in early Q4 of this year. As noted in the past, our development projects remain top of market and attractive to a broad range of our customer targets. We continue to remain confident in their success and will continue our aggressive marketing campaigns.

Also, as these projects stabilize, they present an excellent opportunity for refinancing and recapitalization. We do anticipate making progress on this front, with at least one and possibly two projects being recapitalized in the second half of this year. We expect these recapitalizations to retire the preferred investments, recover invested capital, improve our financial metrics and earnings, and reduce overall leverage. Our original 2025 business plan contemplated one development start during the year. During the second quarter, we did commence construction on the last component of our overall Radnor mixed-use complex, a 121-room hotel situated adjacent to our 2.1 million sq ft office life science portfolio and Penn's medical campus. The project cost is slightly less than $60 million, and we anticipate a 10% return on cost.

The hotel will serve as an excellent amenity for our Brandywine tenant base and the adjoining universities, and based on surveys with our existing tenant base, we anticipate over 25% of the demand will come from the existing Radnor tenant base. In addition, there are seven colleges within a five-mile radius and an adjoining Penn medical complex. The project will be flagged by one of the world's leading brands and full-service managed by the world's leading third-party hotel management company. Our plan is to finance these costs through the application of current and future sale proceeds and potentially a construction loan. The project will be completed in Q2 2026 and open for business shortly thereafter. Our 2025 business plan also anticipated $50 million of sales occurring in the second half of the year.

We're pleased to report that we have sold or are firmly committed to sell almost $73 million of properties. The average cap rate on these sales was 6.9%, with a price per square foot of $212. We will continue to market several select assets during the balance of the year, but at this time are not factoring any additional sales into our 2025 plan. We had an excellent quarter controlling capital spend, as evidenced by a tightening of our capital ratio to 9 to 10% of lease revenues. As I alluded to earlier, our metrics have remained impacted by deferred tenant allowances and the non-cash expensing of the preferred dividends. However, as NOI from development has come online and those projects are recapitalized, our plan contemplates growing both our FFO and CAD results to bring our dividend payout ratio back to historic levels.

During the second quarter, by way of reference, we recognized approximately 26% of the deferred tenant improvement costs, totaling $5.5 million or $0.03 per share in our CAD ratio. In addition, the CAD ratio for the quarter included $0.02 or $3.8 million of accrued but unpaid preferred dividends. We do anticipate that a large majority of those preferred returns will be paid upon the recapitalization of these joint ventures and not from cash flow. Each quarter, we do assess the ability to return historic CAD coverage ratios over the next succeeding four to six quarters. As previously noted, we carefully monitor the timing of NOI coming from development projects, ongoing capital spend, intermediate-term coverage ratios, and our plan to return to investment-grade metrics in determining our quarterly dividend policy.

With that overview, let me turn the floor over to Tom to review our financial results for the second quarter and outlook for the balance of the year.

Tom Wirth (EVP and CFO)

Thank you, Jerry, and good morning. Our second quarter net loss stood at $89 million or $0.51 per share, and those results include several impairments in our Austin portfolio, including $63.4 million or $0.37 per share. Our second quarter FFO totaled $26.1 million or $0.15 per diluted share, which met consensus estimates. Some general observations for the quarter: FFO contribution from our unconsolidated joint ventures totaled a negative $5.8 million or $800,000 more than our $500,000, $5 million reforecast loss was partially due to higher concessions at our Solaris house during lease up, and we expect those to improve over time. Interest expense was $0.5 million less than our reforecast, primarily due to capitalized interest. Other forecasted quarterly results were generally in line. Looking at our debt metrics, second quarter debt service and interest coverage ratios were 2.0, sequentially 0.1 times from the first quarter.

Our second quarter annualized combined and core net debt to EBITDA were 8.3 and 7.9, respectively, with both metrics within our business plan range. Looking at our core portfolio composition, we've made several changes. As highlighted previously, we are removing Threnor, Delaware from our core portfolio and placing it into redevelopment, which is anticipated to commence in 2026. We have sold Quarry Lake, and we have one other Austin property held for sale. During the third quarter, we will add our life science redevelopment project located in Radnor, Pennsylvania, 250 King of Prussia Road, to the core portfolio as it will be stabilized. Liquidity and financing activity, as Jerry mentioned, we completed a follow-on bond offering in June, which generated gross proceeds of $159 million.

The proceeds were used to repair an unsecured line of credit and pay off our construction loan at 155 King of Prussia Road, which is 100% occupied and now paying cash rent. We have worked with our servicer, we are working with our servicer to partially repay a portion of our secured term loan to increase our unencumbered asset pool. It's important to highlight that in April 2024, we executed an unsecured bond issuance at 8.875%, and this recent follow-on issuance had a yield to maturity of 7.04%, representing a 20% decrease in our unsecured borrowing costs. We continue to make a strong liquidity position, and we will use sales and refinance proceeds to reduce secured debt and to improve our credit profile and related credit outlook and rating. We have time to work on this improvement with no unsecured bonds maturing until November 2027.

Our wholly owned debt is 98.1% fixed, with a weighted average maturity of 3.3 years. As we highlighted, we are adjusting and narrowing our guidance for 2025. The midpoint reduction of $0.03 per share is due to removing the anticipated land sales from our guidance, and we also narrowed the guidance by $0.04 a share. As Jerry noted, we expect to recapitalize our residential and commercial developments as our leasing percentages approach 90%. We either achieved or are reaching those levels with several projects, and we will commence those recapitalization efforts over the balance of the year. We are anticipating some benefit in the 2025 results, with full benefit being realized in 2026. Looking at the third quarter guidance, property level operating income will total approximately $71.5 million and will approximate the second quarter results.

FFO contribution from our joint ventures will total a -$5 million, which is consistent with our second quarter results. Our G&A expense for the third quarter will total approximately $8.5 million, representing a sequential decrease totaling $800,000. Consistent with prior years, the sequential decrease is primarily due to the timing of our equity compensation expense recognition. The interest expense will be approximately $34.5 million, and capitalized interest will be approximately $2.5 million. The sequential increase in interest is primarily due to the $150 million unsecured bond issuance, partially offset by actual and anticipated debt payouts. Termination fees and other income will total about $1.5 million, and net management and development fees will be about $2 million. The sequential decrease is primarily due to lower forecasted construction development fees due to lower capital costs being incurred at our development properties.

Our previous 2025 business plan included speculative sales totaling $50 million, which we anticipated to be towards the second half of the year. Although we have other assets on the market, we are adjusting our disposition guidance to $72.7 million, representing the sale in the second quarter and our anticipated sale in the third quarter. We anticipate no property acquisitions, we anticipate no ATM or buyback activity, and our share count will be roughly 179.5 million shares. Turning to our capital plan, our capital plan for the balance of the year totals $215 million, and it's fairly straightforward with some adjustments based on recent activity. Our 2025 CAD payout ratio for the second quarter was 176%. We recognize this is a very high, elevated level compared to our historical average and our long-term target.

As Jerry outlined, our quarterly CAD ratio was negatively impacted by older tenant allowances and unpaid preferred dividends in our unconsolidated development joint ventures. Long-term, as we complete these developments and experience higher operating income, we anticipate our CAD coverage ratios should decrease throughout 2026. Looking at the larger capital uses, we have development spend totaling $55 million, which includes 250 King of Prussia Road, a food hall at One Drexel Plaza, and our recently announced development at 165 King of Prussia Road. We have $52 million of common dividends, $15 million of revenue maintaining capital, and $20 million of revenue creating capital, with $30 million allocated to equity contributions to fund recently signed tenant leases in our joint ventures. The funding sources are $62 million of cash flow after interest payments, asset sales, and construction loan proceeds if we get a construction loan on 165 King of Prussia Road.

Based on the capital plan, we anticipate using an incremental $81 million of cash during the balance of the year, with $42 million of cash and no outstanding balance on our line of credit. We also predict our net debt to EBITDA to range between $8.2 million and $8.4 million, with the increase primarily due to losses from the joint ventures developments. Our net debt to GAV will approximate 48%. We excluded the CMBS payoff from our sources and uses, so if we are successful in repaying a portion of the secured CMBS loan, we will have another use of cash and likely have a small line balance by the end of the year. By the end of 2025, our core net debt to EBITDA range will be $7.7 million-$7.9 million and should come close to equaling our consolidated net debt to EBITDA, which excludes our joint ventures.

We anticipate our fixed charge coverage and interest ratios will remain steady at 2.0, and with incremental income in the development projects, we expect these leverage levels will begin to improve as we go into next year. I will turn the call back over to Jerry.

Jerry Sweeney (President and CEO)

Thank you, Tom. As we look ahead, the operating platform, I think, really puts us in a great position to capitalize on improving real estate market conditions and perform at the high level we have been in the past couple of quarters. We're very encouraged by the significant increase this quarter in our pipeline for our development projects. While we know that that pipeline has not yet translated into definitive earnings growth for the company, we're very focused on that. The groundwork has been laid, and we are focused on continuing that prospecting and lease execution momentum in our development portfolio. The operating platform remains very stable with limited near-term rollover. Our liquidity, as Tom outlined, remains in excellent shape, and we're well positioned to take advantage of continued market improvement. Michelle, we'd be happy to open the floor for questions.

We do ask that, as we always do, in the interest of time, you limit yourself to one question and a follow-up.

Operator (participant)

Thank you. To ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. The first question will come from Seth Bergey with Citi. Your line is open.

Seth Bergey (Senior Analyst)

Hi, thanks for taking my question. As we think about the recapitalization of the development projects, can you just talk about capital provider appetite and how much you'd potentially look to encumber or what that would look like?

Jerry Sweeney (President and CEO)

I think we have a lot of discussions underway, and I think we're very pleased with the level of investor appetite that we've seen. I think that's the corollary to what we've seen in the overall investment market for office, which has been a really significant return of high-quality private investors looking to take advantage of improving market conditions. All these development joint ventures right now are structured on a preferred basis. Our objective going into it is, yeah, and Brandywine is the majority owner in those. Our objective going to these recapitalizations is to obviously harvest as much value as we can at the point of transaction closing, convert either sell some of the properties or convert some to pari passu joint ventures that will both return capital to us and lower our overall level of leverage and reduce the earnings drag coming off a couple of these properties.

A lot of discussions are underway, as Tom Wirth touched on. We're really waiting for a couple of these projects to really get to quantitative stabilization, to really start to engage in detailed discussion with potential investors. I think overall, the plan of getting one and maybe two of them done this year remains on track. I think we've remained very encouraged by the overall breadth of activity that we're seeing and the number of inquiries we're getting from private investors about wanting to work with us on these development projects going forward.

Seth Bergey (Senior Analyst)

Thanks for that. As my follow-up, is the hotel development something you'd like to own longer term, or would you, upon completion, look to sell that or monetize that in some way?

Jerry Sweeney (President and CEO)

Yeah, I think that's a great question. Look, on the hotel, from a cost of capital standpoint, starting the project was a bit of a challenging call for us. From that perspective, the factors that went into it were, as we've talked on the call, our liquidity is in excellent shape with ample capacity. I think certainly exceeding our sales target for the year and doing it earlier further improved liquidity and intermediate-term capacity. When we look over the next several quarters, to follow up on your initial question, the recapitalization of our JV developments is going to result in lowering our overall leverage and improving our overall credit metrics. We believe those efforts will also improve overall liquidity by, as I mentioned, returning some capital to us. That process is underway. We remain focused on remaining on a track to return to investment-grade metrics.

We know the operating platform will continue to perform well. Development leasing continues to make good progress with four of the five projects on that clear path to stabilization and recapitalization. To go to your core question, as the hotel project progresses, we'll certainly look for additional equity partners or a JV or an early sale to further reduce the overall dollar exposure. Looking at those cost of capital considerations, we also wanted to balance that with what we viewed was an outstanding real estate opportunity. Radnor is one of our top-performing submarkets in one of the most desirable areas in the region. Our tenant base there has some leading corporations that have responded incredibly well to previous retail offerings and have been asking for more hospitality options in the marketplace. At a broader standpoint, market conditions remain very positive.

There's a great window for companies like Brandywine to continue to differentiate our tenant service delivery platform. Tenants will view this hotel addition to our portfolio as a significant value add to the service platform. After talking to tenants, we think at least 25% of the demand will come right from those local tenants. To kind of mitigate some of the operational risk, while we've co-developed a hotel in Conshohocken a number of years ago and developed a hotel at FMC Tower, it's a business segment that's really non-core to us. To address that, we'll flag the hotel with one of the world's leading brands. We've engaged the world's largest third-party hotel management company to handle the marketing, pre-opening, and operations for us.

I think as all those pieces come together, to go to a specific answer to your question, I think we remain very open to bringing additional partners in on this, joint venturing it, or doing an early presale upon stabilization. We really viewed it as a real significant addition to our amenity program. Thank you.

Operator (participant)

Thank you. The next question will come from Manus Ebbecke with Evercore. Your line is open.

Manus Ebbecke (Senior Associate)

Good morning, and thanks for taking the question. Congrats, first of all, on the signing of the 100,000 sq ft at Uptown ATX. I was just wondering if you could talk maybe a little bit about the deal economics there, if that was maybe better or in line as how you expected at the end to kind of like come in getting signed, and if there's any interest for the tenant potentially to further grow their footprint there, or how you like sized it up, and if you could maybe touch on, in case you can disclose it, when you expect that lease to commence and start actually seeing rent for that tenant to be paid here.

Jerry Sweeney (President and CEO)

Right, I'll share with you what we can. It's a 10-year lease. We anticipated the tenant to take an option early, early 2026. The economics were very much in line with our 10-year projections. Capital costs were a little bit above our initial budget, but the overall length of the lease and the economics of the lease compensated us for that. We certainly hope the tenant would continue to grow. They have a good footprint in Austin. They certainly indicated they continue to want to grow their presence in Austin. The lease has been structured to give them a right on some space in the building, but also an ongoing right to match other deals that we bring to the table.

We've created some optionality for them to do some near-term growth, but also further optionality for them to accelerate their growth curve by taking advantage of the right of offer they have on spaces that we're ready to lease to third parties. All in all, we think a very, very good outcome for our project Austin. We think having this named company as part of our Uptown development will certainly accelerate additional tenants wanting to move into our complex. We're very happy with the result. We've already seen with that word leaking out into the marketplace an uptick in activity through our Uptown pipeline. Good result. Took us a long time to get there, but we're there and moving forward and we'll be up and running in early 2026.

Manus Ebbecke (Senior Associate)

Perfect. Maybe a quick follow-up on these office components of the JV assets. I understand it's still further out in the future, of course, but what lease percentage are you kind of targeting before even a recap of those office components would come into play as well, understanding this is further out in the future?

Jerry Sweeney (President and CEO)

Yeah, no, it's a great question. I think we're looking at, you know, 3025, obviously getting to 85% leased with a real visible path to getting north of 90% leased in the next couple of quarters is certainly a target right now that we're looking at from a recapitalization standpoint. While yes, commercial, I mean Solaris now being 99% leased, moving to the high 80s on occupancy in the next couple of months, that certainly presents, I think, a recap opportunity for us. When we look at 1 Uptown and 3151 Market, I think we're looking forward to getting into the 60%-70% lease range, but with visibility for bringing those properties to stabilization before we start really engaging significantly with direct private equity sources.

Manus Ebbecke (Senior Associate)

Perfect. Much appreciated. Thank you.

Operator (participant)

The next question will come from Anthony Paolone with JPMorgan Chase & Co. Your line is open.

Anthony Paolone (Executive Director)

Great, thank you. Good morning. Jerry, you made some comments around the dividend, and I understand it's the board decision, but you guys have also been pretty clear about just improving the balance sheet and the focus there. Do you have to pay a dividend right now? What kind of flexibility do you have, and how are you thinking about it?

Jerry Sweeney (President and CEO)

Yeah, great question, Tony. Look, I think it continues to be a topic we review with the board on an ongoing basis. Just by way of background, I think the factors that we really key in on are what the core portfolio performance looks like into 2026, which we have some good visibility on. The timing of when the NOI from developments come online and the impact that has on 2026, the burnoff rate for the tenant fit-out dollars for those leases that were signed as early as 2020. We do anticipate most of that burning off this year, if not all of it. Most importantly, or perhaps most importantly, the execution timeline on the development project recaps that eliminate that preferred return charge to earnings.

As I mentioned a bit ago, we do anticipate the second half of the year being really key in those recapitalization efforts as well as making a dividend decision. Certainly our view on how the capital market conditions and how that impacts our projected timeline to return to investment-grade metrics. As we look at going to the second half of the year, we certainly are going to need a lot more clarity on how these recaps will take place and what the impact is on the balance sheets, our earnings and financial metrics, overall leverage levels. I think that'll be a defining moment for us to decide what we want to do with the dividend.

Anthony Paolone (Executive Director)

Okay, what is the flexibility though, just even besides the sort of bigger picture decisions, like just what do you have to pay out at this point or what's your taxable look like?

Jerry Sweeney (President and CEO)

Yeah, Tom.

Tom Wirth (EVP and CFO)

Hey, Tony. Our dividend will be dictated partially on some of the sales and whether we incur some losses, but, you know, we do have room to move the dividend down, you know, without having a trigger on our REIT requirement. It can go pretty low without hitting that. I do want to point out that depends on us getting the sales done because some of that is predicated on us getting some of these deals done. As you know, we took in impairments, but we will also subsequently have a tax loss. That gives us some flexibility that the dividend can be reduced if we decide to go that way.

Anthony Paolone (Executive Director)

Okay. My other question relates to just general liquidity for office assets in the market. I mean, you talked about a 6-9% cap on the $73 million of disposition, seems pretty decent. Can you talk to depth of market, what can be sold these days, what can't, where cap rates might be, so forth?

Jerry Sweeney (President and CEO)

Yeah, I mean, look, I think one of the things that's been very encouraging, I think that, you know, the nationally office sales have exceeded last year's numbers by a nice margin. That's really been driven by some significant, or the return of some significant private investors looking to buy high-quality assets. What's been kind of interesting is, you know, when I look at 2023 and 2024, you know, a lot of the office assets that were trading were, I'll say, ones that were either distressed or lower quality.

I think what we're starting to see is that higher quality assets are coming to the marketplace and that those bid lists are getting fairly significant with a range from not just syndicators and family offices, but also, you know, Tier one and Tier two institutions who are looking to take advantage of what they view as a recovery in the office market, as well as what we're seeing in a lot of markets where there's not going to be a lot of additions. In fact, there could be a lot of subtractions from the existing office inventory due to residential conversions. I don't have a real read on exactly where cap rates will be, but I think the higher quality assets will be getting somewhat back to what the cap rates were a number of years ago.

Anthony Paolone (Executive Director)

Okay, thanks for the time.

Jerry Sweeney (President and CEO)

Thank you.

Operator (participant)

The next question will come from Omotayo Okusanya with Deutsche Bank. Your line is open.

Omotayo Okusanya (Managing Director and Head of U.S. REIT Research)

Yeah, good morning, everyone. I wanted to focus a little bit on 3151. I know you kind of talked a little bit about touring activity at that asset, but curious what the mix is between the kind of life science touring versus other potential tenants. If you do end up doing a little bit more office in that building than initially anticipated, what the potential implications will be for the stabilized yields.

Jerry Sweeney (President and CEO)

Good morning. The pipeline actually has a couple of larger office requirements in it right now that have surfaced in the last quarter that are in the 6,000 sq ft-100,000 sq ft range. The majority of the pipeline remains institutional, academic, and life science. A lot of the life science companies we're talking to are very, very interested in the building, but they need to raise some capital before either party is comfortable moving forward. I think the recent announcement on a life science company locally being able to raise capital has been very, very positive. When we take a look at the economics, the economics between the life science and the office are not that different because the capital requirements are lower. We get a lower rent on the office, but a much lower capital cost number. We're still trying to get between seven- and ten-year deals.

A couple of the transactions we're looking at are beyond that. From an economic equivalency standpoint, they're pretty much in the same range.

Omotayo Okusanya (Managing Director and Head of U.S. REIT Research)

Gotcha. That's helpful. The potential recap activity in the second half of 2025, Tom, I believe you mentioned that you could potentially have some impact on 2025 with the full impact, full positive impact on 2026. Just curious if any of that is built into 2025 guidance or not.

Tom Wirth (EVP and CFO)

There is a little bit of guidance improvement if we get them done. We didn't really highlight exactly when and where in the calculations, but we do have a couple of cents of improvement that we think could come from getting the recaps done sooner rather than later. Again, that also is dependent on the timing of getting that kind of a transaction done. If it takes a little longer, obviously that impact could be muted.

Omotayo Okusanya (Managing Director and Head of U.S. REIT Research)

Gotcha. If you just indulge me for one more, please, the move-out in the fourth quarter of 2025 that you guys mentioned, can you just talk a little bit about the overall size of that? You know, again, just the implications for occupancy as we kind of begin 2026?

George Johnstone (EVP of Operations)

Sure. Good morning. It's George. It's a 70,000 sq ft tenant who had an early termination right, which they have exercised, and they will vacate in October. The tenant was taking advantage of a sublease opportunity for a much smaller footprint than what they had with us. We will see fourth quarter retention below our annual range. We're still projecting to be between 88% and 89% occupied come year-end. Our forward leases that we've already executed keep us in that range. Some of those will also commence in 2026. As Jerry had mentioned in his commentary, we had a number of slides that we thought we would get occupied in the fourth quarter, but the commencement date will be early first quarter.

Seth Bergey (Senior Analyst)

Sounds good. Thank you.

George Johnstone (EVP of Operations)

Thank you.

Operator (participant)

Our next question will come from Upal Rana with KeyBanc Capital Markets. Your line is open.

Upal Rana (Senior Equity Research Analyst)

Great, thank you. On Uptown ATX, Jerry, you mentioned there continues to be a healthy pipeline there. Could you give us some additional color on that pipeline? Are you trading paper on any of them?

Jerry Sweeney (President and CEO)

We are trading paper on a couple of them. George, you want to walk through the pipeline?

George Johnstone (EVP of Operations)

Yeah, I mean, the pipeline is really a mix of companies, financial service, professional service organizations, not too much additional tech, a few tech companies. We're at kind of advanced stages with two or three of those right now. One is likely to be a full-floor user. Tour levels are good. Proposals issued have increased. As I said, we've got one that we're hopefully close on wrapping things up with.

Upal Rana (Senior Equity Research Analyst)

Okay, great. That was helpful. Now with Threnor, Delaware, and Quarry Lake kind of taken care of, you only have a handful of assets still impacting your portfolio vacancy. Could you give us an update on the other five properties and your plan to reduce vacancy there?

Jerry Sweeney (President and CEO)

Sure. We can tag team this, but I mean, you know, the one we're really crisply focused on right now in terms of impact is River Place. I think River Place is a two-pod complex, six buildings that has been underleased for some time. It's really suffered from a number of tenant move-outs and lease expirations. We're not actively leasing a couple of the buildings there now. We have filed a rezoning permit application. We expect to get final zoning approval within this quarter. We have plans moving forward for several hundred apartment units. As a result, we shortened our hold period. We're actively pursuing that. We have a great team working on it in Austin who's very, very tied into the local community, the local politics, and working through all those dynamics at this point.

There's also been a state bill passed that accelerates the rezoning of commercial to residential. We're seeing how that plays out locally. That would be something that, you know, if we achieve the zoning approval that we think we can, then I think we'll progress with the full development plans and work our way through the site approval process with, we believe, the support of the local stakeholders. Four Points is underleased right now. We continue to market that. We do have that property on the market for sale. We'll see if there's any bidders that come that way. The Asira Center, you know, we have some life science exposure there. We have the graduate labs we're working on. We have a couple of good prospects. We think that takes care of itself over the next couple of quarters.

River Place Building One, that is a building we are actively leasing. We are exploring the sale of the office pod of River Place. We'll see how the market responds to that. 101 West Delma is a building that we recently completed a major lobby renovation in, one of our core marks of Conshohocken. They're making progress every quarter on leasing that space up. We think that's on a good track to eliminate that 60,000 sq ft or so of vacancy as well.

Upal Rana (Senior Equity Research Analyst)

Okay, great. Thank you. Yeah, for sure. Thank you.

Operator (participant)

Our next question will come from Dylan Burzinski with Green Street. Your line is open.

Dylan Burzinski (Senior Equity Research Analyst)

Hi, guys. Thanks for taking the call. I know you touched on some of the strategic reasons why you guys started the hotel development, but I guess just from a financial perspective, part of the reason your guys' shares trade at where they do is because you guys have started so much development over the last several years at an inopportune time and obviously still working through some of those headaches. I know you guys kind of guided to potentially start a new development, but to us, it seems surprising that you guys would actually go forward with this new project in light of where shares are and in light of the development woes that you guys are already facing.

Seth Bergey (Senior Analyst)

Can you kind of just talk about the financial reasons for that in light of some of the stuff I mentioned, as well as the fact that capital is scarce for Brandywine Realty Trust today? The more sales you get in the door, why not just use that capital for share buybacks or further deleveraging of the company?

Jerry Sweeney (President and CEO)

Yeah, no, look, a fair observation. I think one of the previous questions I kind of walked through the thought process from a cost-to-capital standpoint. I do think that given the level of success we think we'll have with this development, we will have some capital options available to us to reduce our financial exposure over the near term. It was really kind of balancing the returns we thought we could get on this, what we view as a really strong window of opportunity to create a valuable piece of real estate that really does play into the requests from a lot of our tenants in that marketplace. Balancing from a tenant service platform, we would expect to continue marketing properties for sale as we just walked through and continuing to lease up the development pricing.

I think one of the big variables right now is the level of success that we think we will have with these recapitalizations. I think with really four of the five projects having a visible path to stabilization and capital market conditions continue to improve, more investors coming back into the market, both for office and residential, we think that we'll be in a very, very good position to address the financial considerations here. Thank you for your observation.

Dylan Burzinski (Senior Equity Research Analyst)

I guess, why not just sell the land off to a hotel developer? Like, why does Brandywine need to sort of do this deal as opposed to just selling the land off and monetizing it today without running the risk of potentially delivering at an inopportune time? Who knows what the macroeconomy is? I know you mentioned that a lot of the demand is potentially coming from the office and life science and tenants there, but why not just sell the land today?

Jerry Sweeney (President and CEO)

Yeah, that was certainly something we thought about. I think as we go through the development cycle, I think we'll have a range of capital opportunities that we can explore.

Dylan Burzinski (Senior Equity Research Analyst)

Okay, thanks, guys.

Jerry Sweeney (President and CEO)

Thank you.

Operator (participant)

I am showing no further questions in the queue at this time. I would now like to turn the call back over to Jerry Sweeney for closing remarks.

Jerry Sweeney (President and CEO)

Great, Michelle, thank you. Thank you all for participating in our second quarter earnings call. We look forward to updating our business plan activities and progress on the next quarterly call. Thank you all very much.

Operator (participant)

This concludes today's conference call. Thank you for participating, and you may now disconnect.