Brandywine Realty Trust - Earnings Call - Q4 2024

Executive Summary

• Q4 2024 FFO was $0.17 per share and missed internal guidance by ~3% and Wall Street consensus by ~6%; GAAP loss per share was $(0.25) due to $23.8M non-cash JV impairments in D.C.
• Liquidity strengthened: >$300M dispositions in 2024, $90.2M cash on hand, and zero draw on the $600M revolver at year-end
• Core occupancy/leased levels improved sequentially (87.8% occupied, 89.9% leased), with Q4 leasing the highest of 2024; tenant retention was 76% in Q4
• 2025 is a transitional year: FFO guidance $0.60–$0.72 per share amid expensing of preferred equity returns and reduced capitalized interest on recently delivered developments; management is pursuing JV recapitalizations to lower carry costs

What Went Well and What Went Wrong

What Went Well

• “We accomplished or exceeded many of our full year 2024 business plan objectives including speculative revenue, tenant retention, same-store NOI results and rental rate mark-to-markets” (CEO)
• Dispositions exceeded targets: ~$310M gross proceeds, fueling year-end cash of $90.2M and undrawn revolver
• FS Investments signed a 117,000 sq ft, 16-year HQ lease at 3025 JFK; Q4 leasing totaled 783,000 sq ft including JVs, the highest in 2024

What Went Wrong

• Q4 FFO missed guidance (~3%) and consensus (~6%); $6M expected other income shifted to Q1’25, contributing to the shortfall
• Developments are off capitalization periods, elevating 2025 carry costs (construction interest and partner preferred returns ~$43.8M), driving a trough FFO year
• Q4 same-store NOI declined (1.6%) on accrual basis; negative cash rent spreads are expected in 2025 driven by Austin renewals trading capital for rent

Transcript

Operator (participant)

Good day, and thank you for standing by. Welcome to the Brandywine Realty Trust Fourth Quarter 2024 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. To ask a question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Jerry Sweeney, President and CEO. Please go ahead.

Jerry Sweeney (President and CEO)

Thank you very much. Good morning, everyone. Thank you for participating in our Fourth Quarter 2024 Earnings Call. On today's call with me, as usual, 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 the call today may constitute forward-looking statements within the meaning of the 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.

With 2024 now behind us, we're looking forward to continued real estate market improvements into both 2025 and 2026. During our prepared comments today, Tom and I will briefly review our 2024 results and frame out the key assumptions driving our 2024 guidance. After that, Dan, George, Tom, and I are available for any questions. From an operating and portfolio management and liquidity standpoint, 2024 was a solid year. We posted strong operating metrics again this quarter, reinforced in the high-quality nature of our portfolio. Our wholly-owned core portfolio is 87.8% occupied and 89.9% leased, which is an improvement sequentially over the last quarter. We exceeded our 2024 business plan spec revenue target by 8%, generating $26.4 million. We also exceeded our tenant retention target, which ended at 63% compared to our original business plan target of 51%-53%.

Leasing activity for the year approximated 2.3 million sq ft. During the quarter, we executed 783,000 sq ft of leases, including 486,000 sq ft in our wholly-owned portfolio and 297,000 sq ft in our joint ventures. This quarterly activity was the highest in 2024 and 42% above the corresponding fourth quarter in 2023. Looking ahead, we have less than 5% annual rollover through 2026, one of the lowest in the office sector. On an annual basis, our mark-to-market was 12.6% on a GAAP basis and 1.8% on a cash basis, both within our business plan expectations. Our new leasing mark-to-market was strong at 18% and 4% on a GAAP and cash basis, respectively. Fourth quarter physical tours exceeded third quarter by 7%, with tours in 2024 exceeding 2023 by 22%. Tour activity remains well above pre-pandemic levels.

For the quarter, on a wholly-owned basis, 62% of leases were the result of flight to quality. During 2024 for the full year, flight to quality deals represented 60% of new leasing activity. We also importantly note that we do not have any tenant lease expirations greater than 1% of revenues through 2026. Our operating portfolio leasing pipeline remains strong at 1.8 million sq ft, which includes about 163,000 sq ft in advanced stages of negotiations. So the takeaway on operations is stable, solid operating performance with limited rollover risk for several years, good capital control, improving markets, and an expanding leasing pipeline. Another key component of our business plan is continually improving liquidity. During 2024, we significantly exceeded our liquidity goals and completed over $300 million of dispositions. This was well above our $150 million 2024 revised midpoint and our $90 million original guidance.

These efforts result in our having $90 million of cash on hand and no outstanding balance on our $600 million unsecured line of credit at year-end. We also, and Tom will get into more detail, have no unsecured bond maturities until November of 2027. And going forward, our business plan is predicated on maintaining minimal balances on our line of credit over the next several years to ensure ample liquidity. And our only real maturity in 2025 is a $70 million unsecured term loan that we're evaluating the price of extending. During 2024, we also recapitalized or exited several operating joint ventures. Our 2024 goal, you may recall, was to streamline these operating joint venture relationships and reduce debt attribution by $100 million. We achieved that goal, and during 2024, we reduced debt attribution by $229 million.

Despite these strong operating metrics and significant progress on further strengthening liquidity, we did fall short of our FFO targets. FFO results were $0.17 for the fourth quarter and $0.85 for 2024. The fourth quarter annual results were negatively impacted by $0.03 a share of reduced other income from a one-time transaction that we did anticipate in the fourth quarter, $0.01 per share net dilution due to the increase in accelerated disposition activity, and from a broader perspective, and several other points that Tom will walk through as well. From a broader perspective, however, the real estate markets are improving. We're seeing that every day. During the year, we laid a solid operating foundation to capitalize on these improving office market dynamics. In Philadelphia, there are encouraging signs of stabilization.

Philadelphia's office market is seeing a clear shift towards high-quality space, with Class A properties accounting for 66% of all lease deals signed in 2024. Our overall CBD portfolio is 93% leased. The CBD recorded 1 million sq ft of transactions during 2024, demonstrating the sustained demand for high-quality workspace. Of that activity, Brandywine captured 49% of all office deals. In addition, the city's life science sector, while still recovering, continues to be a driver of future growth backed by a strong regional healthcare ecosystem that includes 1,200 biotech and pharmaceutical firms alongside 15 major healthcare systems. Austin, which continues to be a magnet for corporate expansion. Leasing momentum there remains positive, with Austin recording two consecutive quarters of net absorption and over 81 tenants currently and actively seeking more than 2.5 million sq ft of space.

Positive momentum during the fourth quarter was driven by revitalization of the tech sector. And there's also finally a notable trend towards an encouraging trend towards return to work on a full-time basis. So we are optimistic that Austin will see increased leasing activity in 2025. With tenants having a clear preference for premium office environments, Brandywine, as demonstrated by 2024 leasing results, is well positioned to capture increasing demand in both Philadelphia and Austin. Well, throughout 2024, we addressed the key themes that guide our business plan: liquidity, portfolio stability, and our lease-up development. While significant progress was made on liquidity and portfolio stability, we have remaining work to do on development leasing.

As we will discuss in a few moments, 2025 is a transitional earnings year for us, impacted by the expensing of our preferred coupon payments and the interest expense charges relating to our two residential projects and 3025 JFK and One Uptown. While leasing momentum continues to accelerate, the lease-up phase is taking longer than originally anticipated. As such, 2025 is an earnings trough due to the items I just mentioned a moment ago. Stabilizing these development projects remains a top priority for the organization. The pipeline on each property continues to build. Tour volume and issued proposals increased during the fourth quarter. But to be conservative, we are not projecting on the commercial properties any additional incremental NOI being generated during 2025.

In looking at each project, on our 3025 office project at Schuylkill Yards, we did execute 117,000 sq ft lease with FS Investments for their new expanded global headquarters. This four-floor lease brings the office component to 83% leased, with just over one floor remaining to lease, with a very healthy pipeline behind that. We do anticipate this project component will stabilize in Q1 2026 upon that tenant's occupancy. Looking at the residential side of Avira, which is the residential component of 3025, excuse me, continues to perform on proforma in terms of absorption and rents and sits at 84% leased. Since we launched that marketing campaign, we have leased 306 leases for about 92% of the project.

We're also seeing very good, as we're into the renewal program now, very good renewal rates for some of the existing tenants who are in excess of the 55% renewal rate and an average rate increase in the high double digits. We do expect this project to stabilize, this component of the project to stabilize in Q2 2025. 3151 Market, which is our life science project in Schuylkill Yards, was substantially delivered at year-end 2024, with some remaining work to do and will remain in the capitalization period through 2025. The pipeline on that project has grown significantly during the last quarter and stands at about 800,000 sq ft, with several advanced discussions underway. We do anticipate this project will stabilize in Q3 2026.

At Uptown ATX, the pipeline for the office component now stands at over 500,000 sq ft, with tenant size ranging between six and 200,000 sq ft plus, including ongoing discussions with several sizable users. Given the composition of this pipeline, after accounting for tenant build-out and approval periods, we expect this project to stabilize in Q2 2026. At Uptown Residential, known as Solaris House, we have delivered all 341 units. We are currently 30% occupied for 102 units and 32% leased. Our wholly-owned office development in Radnor is 100% leased, and tenant occupancy commenced in November of 2024. As noted in the past, these development projects remain top of market. We remain confident in their success and will continue our aggressive marketing efforts on each one.

The earnings impact, as Tom and I will walk through in a few moments, of carrying these non-revenue-producing capital projects is the major driver impacting 2025 guidance, and along those lines, we did introduce 2025 guidance. We do view our 2025 business plan as being a transitional or a bridge year for us, highlighted by solid core portfolio performance with strong leasing activity, significant balance sheet liquidity with no significant debt maturities, and certainly reflecting the earnings impact of our development JVs moving off their capitalization periods. We did provide in our release yesterday 2025 FFO guidance with a range of $0.60-$0.72 per share for a midpoint of $0.66. At the midpoint, the 2025 FFO guidance is $0.19 per share below our 2024 FFO of $0.85 per share.

The primary drivers for this are highlighted in the FFO reconciliation on page one of our SIP and primarily relate to the expensing of interest rates and preferred charges on 3025, Uptown ATX commercial development, and the continued lease-up of our Solaris residential project, partially offset by the projected stabilization of Avira project. Looking at other metrics, our 2025 GAAP NOI will be approximately $18 million below 2024 levels, primarily due to the asset sales activity partially being offset by the 155 King of Prussia Road being fully operational in 2025. We do anticipate executing on some delayed land sales activity, which will generate some additional gains. Tom will review all these items in more detail and several other factors. From an operating standpoint, spec revenue for 2025 will be between $27 million and $28 million, up 4% from 2024 levels.

We are currently at 22.9, or 83% achieved, at the midpoint. Our cash and GAAP mark-to-market range is lower than 2024, primarily due to the regional composition of our leasing activity in 2025. Our GAAP mark-to-market ranges are also below those levels, which is mainly driven by, again, the regional composition of our 2025 leasing activity. And we did actually two large renewals with no capital costs that impacted the mark-to-market for 2025. Occupancy levels will be incrementally higher, between 88% and 89%. Our lease level will also be incrementally higher, between 89% and 90%. We anticipate a retention rate of 59%-61%. Same-store NOI growth will range 1%-3% on a cash basis and negative 1% to positive 1% on a GAAP basis. Capital control will remain in very good shape where about 10% of revenue is below our 2024 result.

Our business plan projects $50 million of additional sales activity that occurs later in the fourth quarter of 2025 with minimal dilution. Our dividend payout ratios for 2024 were 71.4% and slightly more than 100% on CAD. For 2025, the FFO and CAD payout ratios are above our historical averages and above our preferred levels. However, as development JVs grow occupancy and we embark on several recapitalizations, we anticipate growing our FFO and CAD results through 2026 and bringing our dividend payout ratios back to historical levels without reducing the current $0.60 dividend. It's also important to note that as we highlighted on page three of the SIP, our 2025 capital spend, that's included in CAD, is impacted by approximately $23 million or $0.14 a share of deferred tenant allowance payments for leases that were done between 2020 and 2023.

I also want to note that our 9%-11% 2025 projected capital ratio range is one of the lowest we've had in the past five years. So with that, let me turn the floor over to Tom to review our financial results for 2024 and summarize our 2025 outlook.

Tom Wirth (EVP and CFO)

Thank you, Jerry. Good morning. Our fourth quarter net loss stood at $43.3 million or $0.25 per share, and our fourth quarter FFO is $29.9 million or $0.17 per share. Our quarterly net income results were impacted by several non-cash impairment charges totaling $23.8 million or $0.14 per share related to two of our non-consolidated joint ventures located in the DC area. Our fourth quarter FFO results were 3% below our guidance and 6% below the consensus estimates, partially as a result of timing and some general observations for the quarter.

Our other income, we did anticipate receiving one-time transactional income totaling about $6 million or just over 3 cents a share. We now anticipate that income being received in the first quarter of 2025. Property level GAAP NOI, our GAAP NOI was $68.5 million. This was reflective of our higher than anticipated and earlier than anticipated asset sales activity and slightly higher operating expenses. G&A totaled $10.1 million, $1.1 million above our third quarter reforecast. That's primarily due to some higher non-cash equity amortization. The increase is due to higher forecast investing that will continue into 2025. Total interest expense was $1.2 million below our reforecast, primarily due to higher cash proceeds from the asset sales, which lowered our line of credit balance, and we had slightly higher capitalized interest. Looking at our debt metrics, fourth quarter debt service and interest coverage ratios were 2.1, slightly below our 2.2 projections.

Our fourth quarter and annualized consolidated core net debt EBITDA were 7.9 and 7.2 times, respectively, with both metrics above our range, primarily due to the lower fourth quarter income, portfolio and joint venture changes. We did add 155 King of Prussia Road to our core portfolio during the quarter as our tenants took occupancy, and the property is 100% occupied. Liquidity, due to the asset sales, our year-end cash position increased to $90 million, $75 million above our third quarter projection, and as Jerry highlighted earlier, we have a $170 million term loan maturing in 2025 and no unsecured bonds maturing until November 2027. Our wholly-owned debt is 95.4% fixed with a weighted average maturity of 3.7 years. Our full year 2024 CAD payout ratio is 103.4%. This was negatively impacted by the lower than anticipated fourth quarter income.

And if that income did have come in, we would have been below the 100%. Going into our 2025 guidance, as a midpoint, our net loss will be $0.54 per share. Our 2025 midpoint guidance for FFO will be $0.66 per diluted share. With a stable wholly-owned portfolio, this reset of FFO, we believe, is temporary, impacted by our portfolio reshaping efforts to the disposition of non-core assets and the development project stabilization. Our fourth quarter FFO contribution from our unconsolidated joint ventures developments will be a loss of $25.2 million or $0.11 a share. As our development projects are completed but not yet stabilized, we are incurring interest expense, the preferred equity cost, and overall negative operating income within those joint ventures.

The result is losses totaling approximately $32.6 million or $0.18 a share during 2025 compared to a loss of $12.2 million or $0.07 a share in 2024. Our 2025 construction loan interest and partner preferred equity returns total $43.8 million or $0.24 a share. We expect to recapitalize these capital projects into lower debt and equity costs as the projects stabilize. We will also receive $7.4 million of non-recurring cash income from the development joint ventures in the first half of 2025. To offset the development joint venture losses, we do expect our operating joint venture portfolio to generate approximately $9 million or $0.05 a share of FFO. As Jerry noted, we will look to recapitalize the residential developments as they approach stabilization and recapitalize the commercial developments as leases are executed and our lease percentage approaches 80%-90%.

We believe that will have minimal effect potentially in this year and have significant effect on our 2026 results. Operating portfolio operations are expected to remain very stable with operating GAAP NOI totaling roughly $290 million, roughly flat on the same store basis as compared to 2024, with core occupancy increasing slightly at the midpoint. Our 2025 wholly-owned core portfolio would be reduced on a comparable basis by the third quarter sale of our campus in the PA suburbs and the fourth quarter asset sales in Austin, Texas, and Richmond, Virginia. The impact of those results will reduce our NOI by roughly $15 million-$18 million. Full year impact of 155 King of Prussia will be about $6 million, and once the lease-up of 250 occurs, we will generate an additional $3 million.

G&A, we expect G&A to be between $42.5 million-$43.5 million, which approximates our full year 2024 results. Our interest expense, including deferred financing costs and capitalized interest, will approximate $135 million, with the midpoint representing a $14 million increase. That increase represents $9 million of reduced capitalized interest from the developments becoming operational and $4 million of interest, which is the full year effect of the April 2024 unsecured bond issuance. Termination of the fee income will be between $7 million-$9 million as compared to $13.7 million in 2024. Net management fee and development fees will be between $8 million-$10 million, a $5 million reduction, again, due to lower development fees from recently delivered joint venture projects. And we do expect to do $50 million of expected sales weighted towards the second half of the year. We project these sales will occur later in 2025 and have minimal dilution.

We anticipate no property acquisitions. We anticipate no use of the ATM or buyback activity, and we believe our share count will be roughly 178 million shares. Looking closer at the first quarter, we see property level NOI of approximately $69 million. Again, this will have the full quarter effect of 155 King of Prussia, but also have the full quarter effect of our fourth quarter asset sales activity. Our FFO contribution from our joint ventures will total negative $1 million for the first quarter. That's primarily due to the ramp-up of leasing in our multifamily, Uptown ATX coming online. However, that number is also inclusive of a $6 million non-recurring income. In the previous quarter, we had thought that would be a consolidated pickup. That pickup will occur in the joint ventures in the first quarter. G&A expense for the quarter will be about $17 million.

That's roughly 40% of our G&A for the year, and that increase is really resulting from timing of compensation expense being recognized in the company. Total interest expense will approximate $33 million. Capitalized interest will be about $2.5 million. Termination and other fee income will be about $2 million. Net management fees and development fees will total about $2.5 million. We incrementally feel more positive about executing our land sales program this year and have reintroduced $4 million-$6 million of land sales, which were delayed from 2024. These sales will take place later in the year, and there are no anticipated closings of any land sales in the first quarter of 2025. Turning to our 2025 capital plan, the plan is much simpler than in prior years as our wholly-owned development and redevelopment projects are fully construction or nearing completion.

As our CAD payout ratio will be 120%-150%, we recognize this is elevated compared to historical averages and our long-term targets. However, as we complete our recent developments, we should see CAD levels rise and increase going into 2026 based on the trajectory of the leasing and occupancy taking effect. In addition, as Jerry noted, we have over $23 million of revenue-maintained capital spend for leases signed between 2020 and 2023. While there is always a delay, this is an unusually high year, and it was tied to a number of large renewals done in the past. Looking at larger users of our cash, $60 million for development, which includes 155, 250, and completing Cira Labs expansion.

We have $105 million of common dividends, $35 million of revenue-maintained capital, $30 million of revenue create, and $25 million of equity contributions to fund recent tenant leases in our joint ventures. Sources of this will be $130 million of cash flow after interest payments, $50 million of expected asset sales, and $10 million of construction loan proceeds on 155 King of Prussia. Based on that capital plan, we anticipate using approximately $60 million of our $90 million of cash on hand, but we do expect to end the year with full ability of our line of credit. We also project that our net debt to EBITDA range will be 82-84, with the increase primarily due to the losses of the joint ventures, and our debt to GAV will approximate 48%. Additional metric of core net debt to EBITDA should be 77-79.

By year-end 2025, our core net debt to EBITDA should really equal our consolidated net debt to EBITDA since we will have no developments going on, and it will only exclude our joint ventures. Again, we believe those ratios are temporarily impacted by revenue coming along in our development completions, and we are confident that once those completions are stabilized, our leverage levels will decrease back towards core levels. We anticipate our fixed charge and interest coverage ratios to be roughly 2.0, which represent a 0.1 sequential decrease from this year, again, due to joint venture losses, and we anticipate the leverage will then begin to improve as we go into next year. I will now turn the call back over to Jerry.

Jerry Sweeney (President and CEO)

Tom, thank you very much.

So as we look ahead, we're confident that the strength of our operating platform and the quality of our developments will allow us to leverage improving real estate market trends and position the company for future growth. While earnings growth from our development pipeline is not yet fully visible, the groundwork has been laid, and we are poised to build on our continuing momentum as we drive towards long-term value. The overall real estate markets continue to improve. Our operating platform remains very stable with very limited near-term rollover. As Tom walked you through, our liquidity is in excellent shape, and we are well positioned to take advantage of continued market improvements. With that, we're delighted to open up the floor for questions. As we always do, we ask that in the interest of time, you limit yourself to one question and a follow-up. Dee?

Operator (participant)

Thank you. As a reminder, 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. Please stand by while we compile the Q&A roster. Our first question comes from Michael Griffin of Citi. Your line is open. Michael, your line is open. Please unmute. One moment for our next question. Our next question comes from Steve Sakwa of Evercore ISI.

Steve Sakwa (Senior Managing Director)

Yeah, thanks. Good morning. I guess, Jerry, going to a couple of the developments, you've talked about what I think are relatively good pipelines, and they seem to be growing, but the inability to get some of these deals over the finish line. I guess the first question is, have any of these larger tenants at 3151 or Uptown ATX, have they gone anywhere else? Have you lost them, or have these tenants just not made decisions? And what do you think the biggest, I guess, holdup is from getting these companies to make decisions?

Jerry Sweeney (President and CEO)

Yeah, good morning, Steve. We have not lost any of our major prospects to any other building or to them making a decision to stay put where they are. The timelines have been very protracted. The discussions are ongoing, and I think when we take a look at the One Uptown and 3151, the pipelines are very good, and they are advancing through the various stages. It just seems that tenants are behaving a bit more pragmatically and cautiously than we would frankly like. Part of that would probably be due to macro uncertainty, the elections, not sure where the economy's going, all those different things.

But one of the trend lines we are seeing, Steve, which is kind of interesting, is one of the reasons why some of these decisions were delayed is because tenants weren't really sure what their return-to-work policies would be and how many seats they would need. So that is really starting to look like it's in the rearview mirror for companies in general and certainly for companies looking to move up the quality curve. So we have a number of space plans underway. We're quantifying both construction costs and square footage. So the tone of conversations, again, continues to be positive. As I mentioned at the close of my comments, we understand there's not clear visibility on the income timing from these development projects, but we remain confident that these discussions will continue to progress and that we'll get some of them across the finish line.

But the key answer to your question is we've not lost any of these prospects to any other competitive building.

Steve Sakwa (Senior Managing Director)

Okay, thanks. And then maybe just as a follow-up, as you look at the cash yields, and I realize you've got a lot of carry costs coming through the P&L this year, and you're confident those will start to recede, I guess, in 2026 and ultimately 2027. I guess, what confidence do you have around the rents and the timing, I guess, to hit these yields? And does it seem to be a pricing issue or just more of a tenant decision-making issue as you're kind of talking to them? I guess, what's the risk that these yields, when you do get them leased, aren't achieved?

Jerry Sweeney (President and CEO)

Yeah, I think it's more of a timing issue than a pricing issue. I think the dichotomy we're seeing in the market is, as evidenced by what we've seen here in a couple of the Philadelphia markets, there's a real flight to quality. So tenants are really looking at moving as far as they can up the quality curve. So price versus quality workspace is a secondary consideration. But the reality is that the timelines have become fairly protracted. But George, maybe you can make some comments on that as well.

George Johnstone (EVP of Operations)

Yeah, I mean, I really do, Steve, feel that it's really more of a timing issue. I think the incoming initial rental rates in our pro forma don't appear to be at risk. So again, I think if we can accelerate decision-making, sign the lease quicker, build the space quicker, and commence it even quicker, then that's the solid path to the yields that we've laid out for these projects.

Jerry Sweeney (President and CEO)

Yeah, just one final point on that, Steve, just to close the loop. I mean, where rents have not been an issue, TI costs have been a bit higher, and we're seeing where if the TI costs are higher, we're actually getting longer-term leases than we originally pro forma. So while the overall returns we're expecting based on the capital investment we need to make is staying fairly in line with what our expectations were, but the TI cost at point of sale could be higher, but we're making up for that by longer lease terms.

Steve Sakwa (Senior Managing Director)

Great, thanks. That's it for me.

Operator (participant)

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

Anthony Paolone (Executive Director)

Thanks. Good morning.

Maybe for Tom, you went through a bunch of details on the drag from the developments in 2025 and so forth, but I don't know if you can maybe just bottom line, upon stabilization of the development pipeline, what would be the difference between kind of the JV FFO, which I guess is negative for 2025 versus what the stabilized level would be?

Tom Wirth (EVP and CFO)

Yeah, I think, Tony, when we look at the income coming off the JVs this year, whether it's residential or commercial, it's give or take $10 million-$12 million with the ramp-up. I think those numbers are going to jump to the yields you're seeing on the development page, which go over $50 million. So the ramp-up will be there as we go through the OpEx side.

On the overall FFO side, you will also see, Tony, that we did outline the costs we're taking in terms of the construction loans and in terms of the preferred equity. So those costs, as we get them close to stabilization, they don't have to be stabilized. I think we will look to recap the assets to get out from under those higher costs. So those were some larger costs I outlined that won't go away and potentially could increase until we recap the assets.

Anthony Paolone (Executive Director)

Okay. I mean, I guess my follow-up, what I'm trying to just get to is it seems like the accounting's pretty onerous here, but if I just look at your development page and just take the project costs and the equity capitalization and your share roughly, it's like $250 million, I guess, for Brandywine.

I guess, is there just ultimately an impairment to that amount? And we should just think about that, and the rest of this is just pretty tough accounting, it seems like. I mean, just trying to understand what the equity is here.

Tom Wirth (EVP and CFO)

Right. No, I think when we look at some of the capitalization rates we can get on some of the projects, and we think that there we don't think there's an impairment concern. If you look at the yields, we think that we can get out from our equity without a concern. Now, that has to happen. We have to lease them up, so I can't say when that'll happen, but no, right now, we don't expect to have an equity impairment based on the current trajectory and the projections we're seeing.

Anthony Paolone (Executive Director)

Okay, thank you.

Operator (participant)

Thank you. Our next question comes from Dylan Burzinski of Green Street. Your line is open.

Dylan Burzinski (Senior Analyst of Equity Research)

Hi, guys. Good morning. Thanks for taking the question. Tom, when you say recap the JV assets, can you kind of talk about what that would look like? Would that essentially be Brandywine taking a larger equity ownership interest, or?

Jerry Sweeney (President and CEO)

Yes. Hey, Dylan, Jerry, Tom and I will tag to this. Just to refresh everyone's memory, these development joint ventures are structured on a preferred equity basis. So the equity investment by our partners has priority over ours. And during this period, when it comes out of capitalization, we need to expense those preferred payments. There's a set price takeout for each of those. So even though the JV may have over 64%, 68% ownership, Brandywine essentially owns between 88% and 90% of the residual position, those properties.

So as Tom touched on, as these projects move toward stabilization, 3025 is pretty much moving in that direction very quickly. We'll be able to take out our preferred partner and then recap that and either bring that asset on our balance sheet as a large unsecured asset, refinance existing debt, or bring in additional partners. So we think we have a whole range of options available for us that can be both balance sheet strengthening and accretive to our earnings path going forward.

Dylan Burzinski (Senior Analyst of Equity Research)

That's helpful. Appreciate that, Jerry. And I guess just one more sort of on the development side of things. We noticed in your guys' guidance figures that you guys talked about starting one development or redevelopment. Can you kind of give us any details as to the size of that and maybe talk about why deciding to continue to start to develop given a public market cost of capital that isn't necessarily conducive to external growth at this time?

Jerry Sweeney (President and CEO)

Yeah, it's a great question. Thank you. Look, first of all, we have leasing to do, and that remains a top priority without exception. And we do anticipate, as we've talked about, continued momentum on the leasing front. As we were looking at our 2025 full-year plan, there are a couple of possibilities that we're evaluating. One is outlined on page four of the SIP for the last few quarters. We are evaluating potential conversion of underperforming office assets into multifamily. We also are exploring a fully leased or build-to-suit as part of a university master planning process.

We're also evaluating the last piece of our Radnor campus at Penn Medicine complex. They can do a residential or hotel project there. Those deals are all kind of in the $40 million-$50 million range. Really, our desire to move forward on any of those is really going to be totally a function of how we're doing on some of the lease-up of the development projects. Just when we look at the full-year plan, with these things happening, we thought we'd highlight that there could be a potential start, but that certainly in no way was meant to convey that the eye is off the ball on leasing our existing development projects. That is the number one priority we have as a company.

Dylan Burzinski (Senior Analyst of Equity Research)

Great. Thanks for that detail.

Operator (participant)

Thank you. Our next question comes from Tayo Okusanya of Deutsche Bank. Your line is open.

Tayo Okusanya (Managing Director)

Hi, yes. Good morning, everyone. So I wanted to understand a little bit about the guidance range of 60 to 72. Again, Tom, I appreciate a lot of the exploration around the carry cost, but I guess, again, the guidance midpoint 66 still kind of came in pretty light versus where most of us were modeling to. So I don't know whether it's us just missing some of the carry costs. I don't know whether there's something unusual that maybe we did not anticipate in 2025. And again, also kind of curious, one, why the guidance range is so wide and what kind of moves you to the high end or low end of the guidance range.

Tom Wirth (EVP and CFO)

Hi, Tayo. Good morning. I couldn't hear it too crisply. I think you were asking about some of the guidance questions going forward.

I mean, on the JVs, I think the guidance in the JVs, especially on the development side, we did push back all of the leasing into next year. That was large. And we're going to have those projects on our books for the rest of the year. We were hoping that maybe there could be some recapitalizations done. We are not really forecasting much impact from those, which really did impact that number on the loss side. They also had an effect on the other areas, right? We had less capitalization of our interest expense. So cash interest expense, a lot of that is just tied to the one bond deal, but we did lose a lot of capitalization of interest on our investment in those joint ventures. And then we are losing development fees, which we also signaled as going lower.

Again, as these projects come online, we're not going to have a development fee. So there are a number of line items within our guidance that's being impacted by that. And you can see those are outlined on that page one where we talk about some of those happenings and what takes us from the current 85 for this year down to the 66.

Tayo Okusanya (Managing Director)

Okay. That's helpful. Could you just talk a little bit again about the range? Why is the range particularly wide, and what would get you to the high end or low end of the guidance range?

Tom Wirth (EVP and CFO)

Yeah, I think on the high end of the range, there could be leasing that could take place. I mean, we don't know if that will happen, but leasing that we have not programmed, especially on the developments, there could be some opportunities.

The properties are done, large pipeline, as Jerry mentioned. There's still tenants that, if they came in and really needed space, that there's an opportunity to build some of that out. The second area is if we could do some recaps, which we're not sure if they can get done. As I outlined, there's some high costs related to our preferred equity and the construction loans are above where we think we could refinance the assets. And or we could just potentially sell the asset or take a smaller position. So at that point, the development losses will also go down. So there could be an opportunity that would allow us to have losses come out there. And so those are the two main areas. Teo would be some recapitalization early or some additional leasing that we don't see right now in those developments.

George Johnstone (EVP of Operations)

Yeah. Tayo, it's George if I could weigh in on the operating side of the house. I mean, look, we're 83% complete on our spec revenue for the year. Of what's remaining to be done, 90% of that is coming out of Philadelphia and the Pennsylvania suburbs. So we do think that there is some potential uplift to spec revenue that could come from our lower than we would like to see Boston portfolio. So I do think there's the opportunity for day-to-day operations that could get us above that at this point.

Tayo Okusanya (Managing Director)

Thank you.

Operator (participant)

Thank you. Our next question comes from Upal Rana of KeyBanc Capital Markets. Your line is open.

Upal Rana (Director and Equity Research Analyst)

Great. Thanks for taking my question. Can you guys talk about the CAD payout ratio guidance of 120%-150% this year for the $24 million deferred tenant allowance?

Is the $24 million going to only impact 2025, or is there a chance this could bleed into 2026?

George Johnstone (EVP of Operations)

Yeah. Yeah, Tom, I'm sorry.

Tom Wirth (EVP and CFO)

No, I don't think there's going to be. I think there are known tenant improvements that are being done. Part of that, OpEx, go back and say these are allowances that, for the most part, are being done by our tenants, right? So they get a tenant allowance. They then are given a period of time to do that work. They do all the scoping. They do all the building. And at the end, we went and along the way, we then make payments to those tenants. In the case of so they do a lot of the work, and so we're not really gauging when that happens except to know that it's occurring or not and when they may bill us.

So that can occur throughout that process. And when people renew, they may be restocking their space. They go through what they want to do with the space plan. And some of those take longer periods of time. And so what we're looking at, and we think that the items that we're bringing up are points that we do think they're going to need the money this year, should not spill over into next year. There is always delays. It's just that we're highlighting this as a delay that's much longer and much more impactful to 2025 than in other years.

George Johnstone (EVP of Operations)

Yeah. And again, this is George weighing in. I mean, we have the vast majority of those all have sunset provisions to them in the lease document, and most of those sunset provisions trigger in 2025. So the tenant is basically in a use it or lose it position. So that's why we kind of feel that it all happens this year.

Upal Rana (Director and Equity Research Analyst)

Okay. Great. That was helpful. And then you were able to achieve positive rent spreads in 2024, but you expect it to be negative in 2025, mostly due to Austin. Could you talk about what is driving the weakness for you there in Austin? Because, as you said, there should be some increased activity this year.

George Johnstone (EVP of Operations)

Yeah. Again, George weighing in here. Yeah. I mean, look, the Austin metric is predominantly being driven. We had a 100,000 sq ft tenant renew with us in our suburban project, River Place. And in lieu of TI, we ended up dropping the face rate to still obtain a net effective rent positive outcome, but basically traded capital for rent. So that's really why we provided the additional breakout on page three, so you can kind of see the impact of Austin.

So, absent that large lease in Austin and one other that we had done a similar structure with in Philadelphia, they threw deals out of the mix and we're rolling up the, call it, a 2% cash and a 7.5% GAAP. So kind of more in line with how the vast majority of the portfolio performs.

Upal Rana (Director and Equity Research Analyst)

Okay. Great. Thank you.

Operator (participant)

Thank you. Our next question comes from Michael Lewis of Truist Securities. Your line is open.

Michael Lewis (Cyber Security Group Manager)

Thank you. So my understanding on the preferred to the JV partner is the yield is in the teens. That's frustrating when you have a cash balance and nothing's drawn on your line of credit. Is there nothing that you could work out prior to stabilization with your partner to kind of get at that high-cost obligation sooner? And when can you repay? Does the project have to stabilize? Why can't you pay it earlier?

Jerry Sweeney (President and CEO)

Yeah, Michael, Jerry, very good questions. We're fortunate to have very good partners with a great relationship with them. And some of those discussions that you're referencing are ongoing. So we recognize that when we did these development joint ventures, our approach was to preserve the significant residual profit position for Brandywine. The cost of us doing that was to do these preferred structures. So, as I mentioned a little bit ago, there's pretty much defined takeout numbers for this. Given our strong liquidity, that's certainly one of the things we're thinking about in terms of how we can minimize the kind of above the FFO earnings impact of paying the preferred dividends on a current basis. Now the capitalization goes over by recasting or recapitalizing those ventures. We do not need to wait till there's any stabilization there. So there's active discussions underway.

As Tom touched on, we think some of the, excuse me, some of the coupons on the construction loans are higher than we could get today. So we're looking at both recap on the preferred equity side, but then also recap on the debt side as well. So I think one of the questions was how we kind of move the range a little bit. I think some of those things happening on more of an accelerated basis than we have in our plan right now should be very helpful.

Michael Lewis (Cyber Security Group Manager)

Okay. Great. And then looking at your portfolio, right? So Philly CBD, 96% leased, excellent, low rollover. Philly suburbs have been higher leased than the past, but a few spaces in contract and in Plymouth Meeting, but over 90% leased in the suburbs. And then Austin.

You've already answered some questions about Austin, but there's a lot of conversation about this one big tenant in the market. And these numbers for Austin, I mean, is this a case where you hit one or two big leases and this 78% lease goes to 90%, or do you think it's going to be kind of a longer-term, I don't know what word to use, slog in Austin to kind of get that up? And is the market still soft and it's going to take a while?

Jerry Sweeney (President and CEO)

Well, I think the market's still in a recovery phase, and George and I will tag team this. But look, I mean, the pipeline we have in our Austin portfolio is significantly higher than it was a couple of quarters ago. So certainly more tenants are moving in the marketplace.

I think the positive absorption of leasing activity, particularly in some of the submarkets, has been very helpful. Look, we're always tracking large and small-sized tenants. So certainly the larger-sized tenants, we pay a lot of attention to, and they're more relevant probably to our Uptown ATX project. But as we're looking strategically at Austin over the next few years, we're certainly very fortunate to have four or five core downtown. We have a wonderful mixed-use development opportunity at Uptown ATX. We're hopeful of the Cap Metro project moving forward in the next quarter or so. So the other suburban assets, I think there's a—and I'll defer to George, but there's a range of larger tenants and smaller tenants. So my guess would be on some of the projects, we're hoping for a quick hit for a larger user.

And on maybe some of the other ones, there's less visibility on a large user. I will note, though, Michael, to add on to it, is that on that page in the SIP, we have, excuse me, we have identified a couple of buildings at River Place, which are underperforming as potential residential conversion opportunities. It's an excellent residential market. We're going through that zoning approval, working with the local leadership and the community groups to test the viability of that. So there could be an opportunity for us to recast the use of a couple of those buildings at River Place. But George, any other observations?

George Johnstone (EVP of Operations)

Yeah. I think you touched on most of them, but I think, Michael, to kind of amplify on the suburban product, I mean, those projects are going to kind of play in that 5 to 20,000 sq ft tenant on the larger end of the spectrum.

So a lot of kind of 5s and 10s. And with some of these assets, we saw a lot of exodus over the years post-pandemic. I think as return to work now starts to rebuild, we feel pretty good about the quality of the project. We are still competing with some new developments and some very good sublease space, but the sublet market in Austin has started to tighten. So again, I think we're maybe still a couple of quarters away to start posting some absorption in the suburban, but it'll be on the smaller side as compared to the larger prospects we're seeing in the development.

Michael Lewis (Cyber Security Group Manager)

Great. Thank you.

George Johnstone (EVP of Operations)

Thank you. Thank you, Michael.

Operator (participant)

Our next question comes from Michael Griffin of Citi. Your line is open.

Michael Griffin (Senior Equity Research Analyst)

Great. Thanks. And sorry for the technical difficulties earlier. Wondering if we could get some color just on the year-end asset sales.

Can you give us a sense of what the buyer pool was like, anything on cap rates, and whether or not seller financing was potentially needed to get some of these deals over the finish line?

Jerry Sweeney (President and CEO)

Great. Thanks. No worries about the technical issues. We were having a few of those this morning ourselves, so understood perfectly. Yeah. Look, we actually wound up having a very successful close to 2024 in the asset sale, certainly far beyond what we initially had in our plan. So we wound up essentially including a parcel of land in our Radnor area, about over $3 million of sales, $310 million. The cap rates ranged on that from low 5s on the sales up to a 10-plus on our suburban Philadelphia asset. I guess from a buyer pool standpoint, a couple of things.

One is we're definitely seeing some owner-occupants seizing the opportunity to buy assets at fairly low price. I mean, actually, we were able to do that last year with one of our other assets, and a couple of the sales here in the Philadelphia region have gone to owner-occupants. We're definitely seeing more family offices, well-capitalized buyers, kind of all cash moving into the market to take advantage of what, again, they see is lower pricing with significant upward bias. Most of the institutional capital that we're seeing is really still opportunistic. We're looking for kind of mid to high teens total returns. We are beginning, so that includes, I would say, some of these smaller syndicators. Like the buyer of one of our properties was a syndicator. They're raising money for some smaller family offices and aggregating capital.

We are beginning to see, though, the emergence of some core and core plus buyers. What was interesting is most owners like Brandywine are reluctant to sell our really, truly high-quality assets today, given kind of depressed valuations and also the anticipation of a much lower supply coming in over the next few years to better position those better assets both from a rental rate and a value standpoint. So some of those core buyers where we're getting pinged on different unsolicited sales, etc., are trying to get in now in anticipation of a continued recovery in the marketplace. I mean, the forward supply pipeline for office, as you all know, is very, very low for the foreseeable future.

We're also seeing a lot of preferred equity and mezzanine financing sources out there who are still looking to take advantage of kind of a recovering debt capital market to provide bridge financing to get certain transactions done. And then certainly, one of our larger sales last year went to the City of Austin. He's going to occupy that for a public service, a public safety building. So that was a very fortunate turn of events for us as well. So I think it's still being dominated, Michael, by kind of the family offices, smaller syndicators, core plus, I'm sorry, opportunistic groups targeting those returns I mentioned. There's an awful lot of capital sitting on the sidelines.

I think as the market gets more visibility on the spec, the quality, low future pipeline, demand drivers picking up, I think you'll see a big uptick in buyers coming back into the marketplace at much more realistic values or closer to historical levels.

Michael Griffin (Senior Equity Research Analyst)

Thanks, Jerry. Really appreciate the color there. And then maybe just one on kind of the development leasing pipeline as it relates to 3151. Obviously, you've had success at 3025 with the large lease signed there. The commercial component is about 80% leased, but still seems like it's lagging behind the 3151. Probably just a function of where we are in the life science cycle right now. Would you ever consider leasing space there to traditional office users if demand was there for it?

Jerry Sweeney (President and CEO)

Yeah. Great question. A couple of things. One is that building was literally just completed.

So we still have perimeter, excuse me, perimeter work to do. Life is still being finished. So it's not quite in pristine marketing conditions. But we are having, as I mentioned earlier, some significant increase to the pipeline. The life science market has been slow to recover. That being said, we are seeing a lot of, as we call them, green shoots out there for half-floor, full-floor, couple-floor users. There's still some institutional demand out there that we're talking to. So we still feel very good about the track that we have that project on right now. Your question's an excellent one, though. And we certainly have, given the success we've had at 3025, we certainly have started to show that building to other office users who are looking to get next to a mass transportation center, move into University City, looking for very, very high-quality office space that has great visibility.

So I think one of the beauties of how we designed that property, it can accommodate as heavy a life science user as is out there from a lab, research, mechanical system standpoint, but it also can become a recipient for office users as well. So we really weren't pushing that very hard until we achieved this lease at 3025. Now with that project clearly on a path to stabilization success, we've made a pivot with our marketing teams to put 3151 into that market queue as well.

Michael Griffin (Senior Equity Research Analyst)

Thanks. That's it for me. And good luck to the Eagles this weekend.

Jerry Sweeney (President and CEO)

Thank you very much. We appreciate that.

Operator (participant)

Thank you. I'm not showing any further questions at this time. I'd like to turn the call back over to Jerry Sweeney for closing remarks. Great. Thank you for all today.

Jerry Sweeney (President and CEO)

Everyone, thank you very much for participating in this earnings call. We look forward to continued progress on our 2025 business plan and updating you on that progress on our first quarter call in April. Thank you very much and have a great day.

Operator (participant)

Thank you for participating. You may now disconnect. Good day.