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Brandywine Realty Trust (NYSE:BDN)

Q2 2013 Earnings Conference Call

July 25, 2013, 09:00 AM ET

Executives

Gerard H. Sweeney - President and Chief Executive Officer

George D. Johnstone - Senior Vice President, Operations

Howard M. Sipzner - Executive Vice President and Chief Financial Officer

Thomas E. Wirth - Executive Vice President, Portfolio Management and Investments

Analysts

Josh Attie - Citi

Jordan Sadler - KeyBanc Capital Markets

Michael Knott - Green Street Advisors

Brendan Maiorana - Wells Fargo Advisors

John Guinee - Stifel Nicolaus

Rich Anderson - BMO Capital Markets

George Auerbach - ISI Group

Jed Reagan – Green Street Advisors

Operator

Good morning. My name is Angie, and I will be your conference operator today. At this time I would like to welcome everyone to the Brandywine Realty Trust Second Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. (Operator Instructions). I would now like to turn the conference over to Mr. Gerry Sweeney, President and CEO of Brandywine Realty Trust. Please go ahead.

Gerard H. Sweeney

Angie thank you. And thank all of you for participating in our second quarter earnings call and good morning. On today’s call with me are George Johnstone, our Senior Vice President of Operations; Gabe Mainardi, our Vice President and Chief Accounting Officer; Howard Sipzner, our Executive Vice President and Chief Financial Officer; and Tom Wirth, our Executive Vice President of Portfolio Management and Investments.

Certain information discussed during our call 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 filed with the SEC.

Okay, moving to our conference call first I’ll provide an overview on three key business plan components; of operations, balance sheet and investments. And then George and Howard will discuss our operating advanced results in more detail.

The second quarter represented a solid continuation of our business plan execution. The quarter was somewhat quiet on big announcements but extremely solid in daily execution. Operational performance remained strong and our 2013 plan is on target.

Our leasing NOI growth progress reflects continued recovery of our office markets and our portfolio continues to benefit from an ongoing flight to quality landlords and quality products. Volatility has certainly increased since our last call driven by the change in monetary policy and its corresponding impact on interest rates. Despite this news tenant activity levels remain strong and tenant decision making remains timely.

From an overall standpoint our operating performance is playing out as we anticipated and we are reconfirming our previously stated goals. Overall we are generating strong NOI growth, reducing our forward roll-over exposure experiencing good leasing capital cost stability, all of which result in solid portfolio value appreciation and continued improvement in our cash payout ratio.

2013 operational goals which George will explore in more detail remain intact with year-end occupancy projected at 90%. Year-end leasing percentage at 92%, cash same-store growth rates between 4% and 6%, a targeted 62% retention rate and minimum GAAP mark-to-mark of new leases of 5%.

And looking at specific key metrics and benchmarks we had a 9.1% increase in our renewal rates mark-to-market and a 13.2% positive spread on new leases and expansion on rates, both on a GAAP basis and they were well in excess of our targets. Capital cost remained moderate. We are very pleased with our ongoing control of capital expenditures as we absorb space. For the quarter we averaged 229 per square foot per lease year, well in line with our business line and posted another strong CAD payout ratio of 79%. For the first six months our CAD payout ratio was 71.4 below our forecasted 80%, and we’ve had six consecutive quarters with a CAD payout ratio below that 80% target.

We also had strong same-store growth of 3.4% on a GAAP basis and 4.4% on a cash basis in line with our plan and reflective of the growth inherent from our leasing performance over the past several years. Our NOI progression continues. The markets are clearly in recovery and we expect to see continued strong NOI growth.

In looking at 2014 and 2015 our remaining lease expirations have been reduced to 7.5% in 2014 and 9.7% in 2015. So forward de-risking continues and we are also pushing for larger annual rental increases and have been successful in moving that average range from 1% to 1.5% to a range of 2% to 2.5%.

Retention for the quarter was 66.2% with positive absorption. And as George will talk in more detail we currently stand at 88% occupied and 91% pre-leased, a 300 basis point spread which reflects the positive forward leasing momentum we have to the portfolio.

Turning to our balance sheet, very straight forward. As previously discussed we raised $182 million in net proceeds through selling 12.6 million shares during the quarter. That offering had not been contemplated at the beginning of the year with but proceeds from this equity issuance accelerated deleveraging, improved credit metrics and certainly provided excellent liquidity and financial flexibility.

We have no outstanding balance on our $600 million unsecured line of credit and over $200 million of cash and cash equivalents on hand at the end of the quarter. Our cash balances remain invested in depository accounts with numerous banks. The evaluation of the optimal use of this cash is ongoing. Our current FFO projections do not reflect the impact of any accelerated debt pay downs, reliability management efforts nor do they reflect the impact of any potential targeted acquisition activity.

Reducing leverage levels below 40% and achieving a 6.5 times EBITDA by year end 2014 remains a core element of our business plan. The equity issuance and continued strong portfolio performance contribute greatly to the achievement of that goal and at the end of the second quarter our net debt to gross assets approximated 40.8% and our net debt to EBITDA was 6.8 times.

The long term goals is also very much on track. That goal is mid 30% leverage and an EBITDA multiple below six times. We remain convinced that continued occupancy gains combined with our capital recycling program will insure that we achieve those results.

So on summary balance sheet objective very straight forward. All of our objectives are much on track. On the investment front, similar to the balance sheet and operating components of our plan the investment program is on target. With sales closed this quarter we have sold approximately 177 million or met 80% of our full year $221 million 2013 target.

As disclosed in our press release and further amplified on page seven of our supplemental package, during the quarter we bought out the ground lease underlying Three Logan Square. You may recall it's a 1,029,000 square foot class A tower located in Philadelphia CBD. We paid approximately $20 million per [FAR] foot for this acquisition and also reallocated some deferred cost incurred in 2010 resulting in total balance sheet amount of $25.1 million.

That project is currently 91.2% leased and 83% occupied at the quarter-end and all of our objectives are also in line for that project. We also exchanged during the quarter our 35% ownership stake in one joint venture property in Conshohocken, Two Tower Bridge for our partner’s 37% interest in another Six Tower bridge. The financial gains attendant to these transactions are also outlined on page seven of the supplemental package but in that sense this was an opportunity for us to simplify our ownership structure in our Conshohocken assets and create a value add wholly-owned opportunity with our acquisition of Six Tower Bridge which is currently only 73% occupied.

On other fronts our redevelopment efforts of 660 West Germantown Pike continue. We are in advanced discussions with several tenants and expect that property to be fully occupied over the next several quarters. 200 Radnor Chester Road, an 18,000 square foot amenity retail center in our Radnor complex is under construction. We expect delivery in the fourth quarter of this year. It’s currently 66.5% preleased with strong follow-on leasing activity and we expect our yield on cost to be in 11% range.

Construction of The Grove at Cira South also continues. You may recall that is a 33-story, 850-bed housing tower located in the University City submarket of Philadelphia. We are developing that in a joint venture with Campus Crest Communities and Harrison Street Real Estate Advisors. We expect completion in the third quarter of 2014 with a total projected cost of about $158.5 million. Those costs have been funded and will be funded from an executed $97.8 million construction loan and the partners combined $60.7 pro rata equity contributions.

As we discussed on the last call we had satisfied 8.5 million or 30% of our equity share via our contribution to the venture of our underlying ground lease which underlies the project. We also expect to break ground shortly on the construction of our 398-unit multifamily project in Plymouth Meeting, Pennsylvania which we are developing with Toll Brothers.

Looking at our land program in a more broad basis, solid progress is being made on our land monetization program and we are on track to achieve our overall land monetization goals as we have outlined on page 34 of our supplemental package.

On the disposition front we completed four separate property sales aggregating $34.5 million in proceeds. Those properties that we sold are listed on page seven of the sup and range from vacant 28,000 square foot building in Malvern, Pennsylvania to a 99% occupied building in Rancho Bernardo, California. It’s important to note we continue selling our California assets as leasing activity creates value and over the last several years we have sold our properties at an average price per square foot of $237 and a combined cap rate of just about 6%. We have six properties remaining in California and we would expect that sale process to continue as value is created.

NOI growth through our investment strategy remains an important objective of our recycling efforts and our redeployment focus remains on increasing our urban and Town Center concentrations. As we normally do we have a number of properties on the market on a price discovery basis and are confident of meeting or exceeding our 221 million annual sale goal. The properties in price discovery are located in Pennsylvania, New Jersey, Maryland, California and in Austin, Texas.

Speaking of Austin, as we announced last quarter we embarked on an auction process for our wholly owned Austin portfolio. We believe then that given the strength of the Austin market, the significant leasing progress we made, increased investor appetite that the market will be receptive to our offering of a high quality growth platform. Our presumption was correct. We received a significant number of institutional quality bids, both for an outright sale and to form a co-investment growth vehicle to both harvest current value and provide additional capital to expand our market platform.

Press reports are a bit premature as they sometimes are. We are not committed to proceed on any particular transaction. The general framework we’re working on a is a 50-50 ownership structure utilizing the secured debt markets to fund a portion of the recapitalization and attractive fee structure of Brandywine and a significant going forward equity commitment from both partners to ensure execution of our growth objectives in that market. This structure preserves a significant future profit position for Brandywine and harvest value at a time of rapidly accelerating rents at a cost of capital lower than our public market pricing.

It also provides significant capacity for us to grow our platform in this market while mitigating our risk at a time when this market is also transitioning from the investment to the development phase of the real estate cycle. This transaction if consummated will generate significant additional cash balances. If it does close we expect it to be a fourth quarter event between now and then we’ll continue to grow our companywide and Austin acquisition pipeline with the objective of recycling some of this capital to further improve our growth profile of our core market concentrations.

We’ll also look at utilizing a portion of this cash to further strengthen our balance sheet to accelerate debt pay downs or other liability management initiatives. The impact of this transaction is not reflected in our current FFO guidance but given the timing the impact on 2013 FFO is de minimus and the impact in 2014 will obviously be a function of our use of proceeds.

So in summary the second quarter was very strong. All of our 2013 business goals and objectives have been met for the first half of the year and our plan for the balance of the year is very much on track. We continue to be encouraged by the high level of leasing activity throughout our portfolio. Our NOI growth rates experiencing mark-to-market and effectively controlling our capital costs.

At this point George will provide an overview of our second quarter operational performance and then turn it over to Howard for a review of financial activity. George?

George D. Johnstone

Thank you, Gerry. From an overall standpoint we continue to see recovery occurring in our markets and more importantly within our portfolio. All of our markets with the exception of Delaware experienced higher levels of year-over-year leasing activity. We’re outperforming market vacancy in all of our markets except suburban Maryland where we trail the market due to the recent move out of Lockheed Martin.

We continue to generate good levels of leasing activity from space inspections to pipeline to lease executions. In terms of lease executions during the quarter we signed 1,010,000 million square feet of leases including 457,000 square feet of new and expansion leases and 553,000 square feet of renewals.

These lease executions include not only the recently announced Pepper Hamilton lease at Two Logan in Philadelphia but 180,000 square feet of new deals in Metro DC and two of our largest 2014 lease expirations in Pennsylvania totaling 132,000 square feet. Tenant decision making remains relatively unchanged as leases executed in the second quarter averaged 90 days from initial enquiry to lease execution as compared to 96 days in the first quarter and 94 days in the fourth quarter of 2012.

Lease commencements totaled 895,000 square feet including 316,000 square feet of new leases, 434,000 square feet of renewal leases and 145,000 square feet of tenant expansion. During the quarter we had 347,000 square feet of tenant move outs upon exploration and 94,000 square feet of early terminations. Our percentage leased has increased an additional 10 basis points from last quarter to 90.9%. We have 692,000 square feet of executed leases on space that was vacant at quarter end. We’re delighted with the 90% lease level we have achieved in our New Jersey-Delaware region. This is their highest leased level since 2008.

Our original business plan metrics remain intact and we’re confident in our ability to execute them. We’ve achieved $42.1 million or 96% of our $43.9 million spec revenue target. This compares to 85% achieved last quarter and 87% achieved this time last year.

Based on activity executed to-date and conversion of the existing pipeline, we have increased the spec revenue contribution from the Pennsylvania Suburbs, Philadelphia CBD and New Jersey Delaware. Conversely, we have lowered the level of spec revenue anticipated from our Richmond operation.

I will elaborate more on that region in a moment. Occupancy will increase to 90% by year-end from 1.6 million square feet of renewal leases, 1.9 million square feet of new and expansion leases, offset by 360,000 square feet of known and anticipated early terminations. As detailed on page six of our supplemental package we have 611,000 square feet of new leasing still to be executed. 60% of this activity will come from our Pennsylvania, Philadelphia CBD and New Jersey/Delaware operations.

We have already executed 1,398,000 square feet of our 2013 renewals. The remaining 170,000 square feet of renewals in the plan are all in active lease negotiations. We continue to press forward on reducing our 2014 and 2015 lease explorations. In Philadelphia CBD with the renewals of both Drinker Biddle and Pepper Hamilton we have eliminated 474,000 square feet of risk from the portfolio. These deals were 15 and 13 years respectively, resulted in 11% space reduction, yielded a 15.7 % mark-up in GAAP rents and required tenant improvements of $3.20 per square foot per lease year.

We continue to demonstrate a strong discipline towards capital cost control as this quarter’s capital of $2.29 per square foot per lease year and for the year is $2.26, down 13% from 2012 and 2011 levels. Any concession requests remain relatively unchanged from previous quarters. Our leasing spreads on a GAAP basis have been performing favorably to our original plan and as a result we increased our range of 3% to 5% to a new range of 5% to 7%.

Same-store NOI growth continues to perform in line with plan and with the levels of forward leasing already achieved creates a similar range going forward. Finally, a few comments on some of our markets. We remain pleased with the level of activity in our Metro DC region. Our regional traffic was again up quarter-over-quarter. And we continue to see tenants making a flight to quality move to our [total] properties.

During the second quarter, our Met DC operation posted positive absorption of 19,000 square feet. A 100,000 square feet of absorption in Northern Virginia, offset by the known move out of Lockheed Martin in Maryland. We’ve increased our occupancy in Northern Virginia 400 basis points this year and increased the region’s lease percentage to 86.6%. Regional leasing spreads were 10.8% on a GAAP basis, a negative 3.4% on a cash basis.

Now shifting to Richmond, this region which accounts for approximately 6% of the company’s NOI saw an increase in tours quarter-over-quarter but we have non executed leases at the pace originally projected which is the reason for this region’s back revenue target adjustment that I mentioned earlier.

Based on the regional pipeline and timing of our remaining assumptions we do not feel there is any additional risk in the regional business plan for Richmond. We are still negotiating with 3 tenants to back fill the 85000 square foot move out of [Traverse] in January 2014. And to conclude we are on track and target and pleased with our business plan execution and strong level of activity in our various markets.

Our regional teams’ ability to execute coupled with the quality of our inventory will enable us to fully accomplish the 2013 plan and pave the way for continued improvement in our operating metrics in 2014. At this point I will turn it over to Howard for the financial review.

Howard M. Sipzner

Thank you, George and thank you Gerry.

Core FFO totaled $50.2 million for the 2nd quarter of 2013 or $0.32 per diluted share and we met the $0.32 analyst consensus. Our Core FFO payout ratio is 46.9% on the $0.15 distribution we paid in April 2013. Core FFO provides a better sense of our FFO run rate by eliminating transactional and capital markets activity as noted in our supplemental package on the bottom of page 18.

We derive 2nd quarter 2013 core FFO by adding back $1.4 million of capital market and transactional items to our $48.8 million NAREIT FFO. For Q2 2013 core FFO is $0.01 greater than NAREIT FFO.

Couple of observations regarding our second quarter results; our FFO is very high quality with termination revenue, other income, management fees, interest income and aggregate JV activity totaling just $6.7 million gross or $5.3 million net, inline with our2013 expectations for these categories. Our Q2 NOI and EBITDA margins at 60.5% and 62.6% respectively remain at or near the highest levels for these metrics all the way back to early 2009. Same-store NOI growth rate for the second quarter were 3.4% GAAP and 4.4% cash, both excluding termination fees and other income. We’ve now had eight consecutive positive quarters for the GAAP metrics and five consecutive positive quarters for the cash metric and are on track for our 2013 same-store NOI growth targets.

Second quarter interest expense of 30.4 million was down $500,000 versus the first quarter and down $2.6 million versus the second quarter a year-ago reflecting the beneficial impact of our late fourth quarter 2012 capital market and liability management activities and overall deleveraging.

Our G&A at $7.3 million came in a bit higher than our typical $6.5 million run rate due to about $300,000 of transaction expenses and accelerated recognition in the second quarter of deferred long-term compensation costs due to various individuals achieving certain age and tenure milestones. As a result third and first quarter levels will adjust downward from the pro-rata figures.

We had two different gain recognitions on account of the Tower Bridge asset exchange. These are both ignored for FFO and CAD purposes. And with 14.4 million of revenue maintaining capital expenditures in the second quarter we achieved a better than expected $0.19 of CAD per diluted share and a 78.9% payout ratio.

With respect to balance sheet and financial metrics I would emphasize the following. Our debt-to-GAV of 40.8%, our debt to total market CAP of 48.9% and 6.8 times debt-to-EBITDA ratios all show dramatic improvement from first quarter 2013 on account of the April equity offering. These are our best levels for these metrics going back at least eight years.

We have just $100 million of floating rate debt, no outstanding balance on our $600 million unsecured revolving credit facility, $216 million of cash and no maturities until 232 million of unsecured debt comes due in November 2014. This maturity is effectively covered by our current and projected cash balances.

With respect to 2013 FFO guidance we are revising our 2013 figures from $1.35 to $1.42 to a new range of $1.36 to $1.41 per diluted share. Excluding the $0.01 of transaction and capital market cost our core FFO is projected to be a $1.37 to $1.42, an increase of $0.02 at the bottom of the range and of $0.01 at the midpoint. With six months core FFO of $0.67 on hand we need $0.70 to $0.75 for the balance of the year to hit our guidance range.

Excluding the historic tax credit income of $0.08 which we will recognize in the third quarter of 2013 we then need a net amount of $0.62 to $0.67 for the balance of the year. Thus our Q3 and Q4 quarterly FFO, excluding the historic tax credit income should be in a range of $0.31 to $0.33 per diluted share.

In addition to the business plan assumptions on pages five to seven of the supplemental package and outlined by Gerry and George please note the following: Gross other income for our business plan remains unchanged at $20 million to $25 million for the full year or $14 million to $19 million net. This reflects the basket of other items such as termination revenues, other income, management revenues, less management expenses if net, interest income, JV income and preferred return on the Thomas Properties Group Commerce Square joint venture less the 31-41 Fair View financing obligation expense. Our 2013 G&A is now modeled at 25 million to 26 million versus 24 million to 25 million previously.

Q3 and specially Q4 will be lower than the pro rata figures as expenses are now front-loaded. Overall G&A is up due to transaction expenses several minor items and the treatment of long term compensations awards, the last of which is non-cash and is added back in our CAD calculation. We now see interest expense dropping in 2013 to remain in a range of 121 million to 124 million, down a million on each end from the prior expectations as continued liability management and low debt levels work in our favor.

We expect another $44 million of sales activity beyond the 176.6 million of completed sales to hit our $221 million target. These additional sales have been modeled at an 8% cap rate very comfortably and are somewhat back ended resulting in a 750,000 to $1 million loss of NOI from our 2013 operations. Tom will elaborate further on the sales market in his comments. The historic tax credit income amount of 11.9 million or a little bit under $0.08 per share in the third quarter of 2013 is offset by about $0.01 per share of total associated incremental interest expense that occurs throughout 2013.

The historic tax credit revenue is essentially non-cash, is excluded from our CAD calculations, represents the third occurrence of each 20% portion of the net proceeds realized in connection with the 2008 historic tax credit financing on the Cira Post Office project and will be recognized in the third quarter of each year from 2011 through 2015. We assume no further issuance under our continuous equity program and no additional note buyback or capital markets activity. We are now modeling a 156.2 million weighted average shares for FFO in 2013, up nominally from 155.8 million previously.

Our FFO payout ratio is projected at 43%, based on an expected $0.60 full year distribution on the midpoint of our $1.37 to a $1.42 range. Our 2013 capital plan for the balance of 2013 is very simple with remaining uses of $150 million. We see 5 million for remaining mortgage amortization. We have allocated 94 million for investment activity that incorporates 40 million of revenue maintaining capital expenditures and 54 million of remaining revenue creating and other CapEx projects, including the expenditures on 600 West Germantown, the Radnor Chester project, the Grove project, and additional funding for the Commerce Square joint venture.

And lastly we have $51 million of aggregate dividends from July on, the July distributions of course have already been funded. The funds for this $150 million will come from $44 million of additional sales proceeds, $88 million of cash flow before financings, investments and dividends and after interest expenses and $18 million of cash on hand. The $18 million cash usage will reduce our June 30, $216 million cash balance to 198 million at year-end.

And lastly with respect to account receivables we had normal activity in the second quarter and ended with total reserves at June 30 of $17 million.

With that I will turn it back to Gerry for additional comments.

Gerard H. Sweeney

Great, thank you Howard and thank you George. To wrap up our prepared remarks the second quarter results were strong and as you heard both George and Howard amplify very consistent with our business plan in all three core component of our objectives. We are confident in the continued execution of this plan and are very much planning ahead for early renewable program for 2014 and ‘15. That success that we have had this year will be continued in subsequent years and be driven by our continued market outperformance and presenting a high quality portfolio to our customer base.

We remain committed to our growth and deleveraging goals and our portfolio shift to urban and town center markets.

With that we’d be delighted to open the floor up for questions. We ask as we always do that in interest of time you limit yourself to one question and a follow up. Thank you.

Question-and-Answer Session

Operator

(Operator Instructions). Your first question comes from the line of Josh Attie with Citi.

Josh Attie - Citi

Thanks. Good morning. Gerry, could you talk about the investment landscape, you have $200 million or so of cash today and you could probably pull out 150 million to 200 million from Austin. What’s being contemplated for reinvestment and should we think about the Austin proceeds as effectively funding your future growth in that market?

Gerard H. Sweeney

Great question Josh and Tom I’ll ask you to kind of give you an overview of what we’re seeing across the board.

Thomas E. Wirth

Sure. Josh, looking at the markets CBD, Philadelphia continues to be steady. We see some investment activity that we’re talking a look at. And pricing has been somewhat strong. Looking at the suburbs we have seen little more activity in the suburban markets with same sales occurring and we see some product come in the market. As you know we were able to get two small sales done to users and we see some other things coming to market in the next several months.

Looking at metro DC, as mentioned last quarter there had been an increased number of office buildings and developments throughout the market primarily inside the beltway and pricing remains strong. We expect that the pricing will remain strong for the well located assets inside the beltway. Outside the beltway it’s been a little less activity but Austin has been, has continued to be strong in terms of sales and investment activity for development.

We continue to be pretty conservative looking at the pricing in terms of rent growth. It’s been fairly much of a pause in terms of people expecting any kind of significant rent growth over the next couple of years. And we targeted certain markets primarily inside the beltway that we’re going to be looking do investment.

Looking at the Austin market there is a lot of liquidity there. We’ve seen quite a few trades take place relative to the size of that market as it continues to show a strong absorption and strong demographics. We’ll be looking at the properties that are trading in that market. We continue to look at underwrite properties in that market.

And we would expect that if we do look at our joint venture where it does happen we would be looking for a strong platform to then grow in that market and certainly we’ll be targeting certain returns on certain product types in our core sub market that we want to attack.

Looking at Richmond it’s been fairly slow, significantly steady. We see some activity in the Northwest market not very much in the Southwest market. We will be looking at the investment opportunities but we over the long term will probably be a net seller in that market. South Jersey fairly slow, not many trades. We continue to look at that market as something we will reduce our exposure in overtime.

As Gerry mentioned we have sold properties in Pennsylvania, in California to bring our sales total up to 177 and we'll look to continue to find opportunities to sell. And our acquisition pipeline is pretty strong. We see some off-market and on-market transactions that we continue to pursue. And again any acquisitions would then be offset to still reach our target of 221 million of sales.

Gerard H. Sweeney

Hey, great. Tom, thanks. And Josh to put a finer point on this I mean look I mean our focus is to build that acquisition pipeline, as Tom touched on. It’s strong, it’s pretty diverse. Our focus remains on value add. The urban markets we certainly are spending a considerable amount of time targeting some of those inside the beltway market in DC to see where we can have moments of opportunity given the macro overlay in that market in terms of smaller tenant demand.

Certainly CBD, Philadelphia University City remain our investment targets. And I think we’re pleased that our supposition is correct in that and if we are successful in doing a venture in Austin that structure would contemplate a significant equity commitment on behalf, on our behalf as well as our partner. So certainly a significant portion of the cash would realize from that sale. We would expect to deploy back in that market consistent with our goal of remaining one of that market's top landlords.

Josh Attie - Citi

In the supplemental there was, there was a property, smaller property in New Jersey was classified as re-entitlement, and there is another one taken out of service and I know you talked probably on at least one of those before but can you just remind us what’s going on with those assets and if those represent areas of future capital spend?

Gerard H. Sweeney

Certainly we have two properties, one is our main street project over in Voorhees which consists of an older building as well as some surplus land, with this part of town center. We are going through the entitlement process to rezone that full residential at which point in time if we had success in that undertaking we would either sell or joint venture that future development.

The situation in our Gibbsboro, New Jersey property is very much the same. That is part of a current office and mix use development where Brandywine controls a lot of the office space. This property in particular is located within that development grouping such that it’s really primarily more of a residential or retail side.

So we are going through the entitlement process there to achieve all these final entitlements as well.

Josh Attie - Citi

Thank you.

Gerard H. Sweeney

You are welcome.

Operator

Your next question comes from the line of Jordan Sadler with KeyBanc Capital Markets.

Jordan Sadler - KeyBanc Capital Markets

Good morning.

Gerard H. Sweeney

Good morning.

Jordan Sadler - KeyBanc Capital Markets

Wanting to just circle back to the leverage target. I think you said by year-end and then you said this will be pretty consistently six and half times that EBITDA, six eight this quarter longer-term you want to be below six times. Is the -- given the leverage target is the continued deleveraging embedded or reflected in guidance. I mean I am calculating essentially you basically need to reduce debt without any diminishment in EBITDA by about $100 million to hit the sort of year-end target?

Gerard H. Sweeney

As you remember the year-end targets for 6.5 times is a 2014 year-end target. It was not a 2013 target. And certainly as we look at your broader question now I mean certainly look at our investment program, the operational traction we are getting through the portfolio, what properties to buy and sell, certainly the tracking of the debt capital, from the liability management standpoint, all of those things are knitted together with the objective of achieving that goal if not surpassing it by the end of 2014.

Jordan Sadler - KeyBanc Capital Markets

Okay. Now just a follow-up on Austin. You talked about opportunities sort of realized the some of the gains there at a cost of capital that was low, what you could realize in the public market, I in interest in that but also separately, what do you, should we assume or anticipate that there will be some downtime related that raising that capital or are there additional opportunities teed up for that joint venture?

Gerard H. Sweeney

Just to be clear your question is if we do a joint venture would there be a lag time to reinvest some of those proceeds. There very well could be. I think as Tom touched on the pipeline of activity, both on a value add and core plus basis and Austin is pretty good. I mean there is certainly a lot of things on the market. But I mean look as we’re developing our financial plan looking ahead at 2014, there could be a lag time in reinvesting some of those proceeds. They would certainly that would be driven by investing those proceeds wisely as a process of simply putting the money back out the door. But look I think as we look at the prospect of generating that liquidity in that marketplace it met all of our goals.

It was kind of interesting as we went through the marketplace we really did see a great investor demand. They like the assets. I was also interested to see how investors juxtaposed future growth expectations in that market. It seems like everybody wants to grow in Austin. So the fact that we had a good solid platform, that we had a very strong management team and we had the capacity to grow that clearly became part of the attractiveness and the institutional demand because most institutions want to grow in that market as well. And the idea of being able to do that with a knowledgeable invested and incented partner we think creates some real premium to the pricing as evidenced by the fact that the pricing we are realizing to sell the portfolio was comparable to what we were seeing on the Princeton joint venture.

Jordan Sadler - KeyBanc Capital Markets

Okay, that’s helpful, thank you.

Gerard H. Sweeney

Thank you.

Operator

Your next question comes from the line of Michael Knott with Green Street Advisors.

Michael Knott - Green Street Advisors

Hey, good morning guys, curious if you are seeing any impact on cap rates or investors demands broadly on the rising interest rates or whether it has been sort of a non-factor.

Gerard H. Sweeney

It's Tom and I will probably -- look from what we are seeing there has really not been any real impact. Whether it is too early to call or people are still waiting to see things shaking up remains to be seen, but it is worth pinging the secured debt market on some of the different transactions with [inaudible] we are seeing out there.

Thomas E. Wirth

Yeah, Mike. We have seen that while the tenure has moved up but the rates we are seeing, still a lot of people are looking a good leverage in the sort of 60% plus or minus range. We are still getting close we are going to be below 4% for good quality assets. We had heard when rates started to move that we may see some changing in the pricing. But right now in terms of what we have looked at we’re still seeing some strong demands from the banks as well as the life companies.

So nothing yet has really hit the market in terms of expectations on what people are underwriting their debt levels.

Gerard H. Sweeney

And anecdotally, interesting a couple of conversations we have begun to hear that some investors are looking into accelerate their investment activities in anticipation of a potential higher movement in rates. So a number of reverse increase on some trades have increased over the last 30 or 45 days. But I think Mike I want to say it's simply too early to call, I think people are still waiting to see what happens with long term rates, what the impact on impression is, as you all know what the drivers of that economic data set is. So we are just focused on meeting our sales goals, we are remaining very much focused on capitals deployment and obviously monitoring both the public debt markets as well as the private debt markets.

Michael Knott - Green Street Advisors

Okay, then on the operating side, how long do you think it's going to take for Richmond to sort of catch up to some of your other markets. And on the DC side, any real signs of improvement there or is the potential core, maybe more political spats over debt ceiling and all that later this year to impact leasing outlook there in DC.

Gerard H. Sweeney

Well, look on Richmond we have the benefit of that market, of very strong team and very good quality product. Despite the fact as George mentioned us revising down our projections for this year, what we have seen is an acceleration of leasing activities. So we have seen more tenants in the market of various sizes. We have seen a good pipeline of activity on back filling the Traverse space which is expiring early next year. So look just as we saw New Jersey get back to 90% lease target we certainly have expectations that sometime next year we will get Richmond back to the level as well.

I mean again, we kind of really focus on number of people that come through the portfolio of prospect list, competing space and we have seen this in Southwest Austin, not Austin on Southwest Richmond that market has tended to lag in the recovery base department what happens in the Northwest. The Northwest has been surprisingly strong the last year. So and I think that’s been the drivers why we are seeing more activity in the Southwest.

You know in Washington there is always some detachment over some hubris some more dislocation. We’re not incisive enough to prognosticate back too fairly well. So we really do is we work very close with our leasing teams, our operating heads to make sure we take advantage of every single opportunity seen in at market. As George touched on we had a very strong first half of the year. We were able to move up our year end leasing targets.

The economics that we are seeing on the transaction have been very much in line with plan. So look, there is clearly even in that market, a big differentiation between how certain submarkets are performing. But overall we feel pretty pleased with how we have done knowing full well that the message is still to get transaction done today in the event of something unforeseen on the political or economic front further complicates the tenant demand drivers in that marketplace.

Michael Knott - Green Street Advisors

Thank you.

Operator

Your next question comes from the line of Brendan Maiorana with Wells Fargo.

Brendan Maiorana - Wells Fargo Advisors

Thanks, good morning. Gerry or George you guys have shown very good occupancy and lease rates in the closer end crescent sub-markets Radnor, Conshohocken. I was a little surprised to see that the occupancy and lease rate dipped in the western suburbs in the King of Prussia, Berlin and the 202, and it wasn’t that much in the quarter but do you think that the tightness in those crescent markets is driving increased demand and forward occupancy and lease rate in those western suburbs and this quarter has been an anomaly?

Gerard H. Sweeney

Yeah look I mean George is now tracking this, but I mean look historically and I think we have talked about this on previous calls, there is no question that as these crescent markets tighten and they are very tight, you see a real spillover effect into the turnpike markets, particularly King of Prussia, Northern 202. So the level of activity we are seeing, the diversity of that demand, a lot of it is price driven where people can’t afford to be and don't want to pay the rent to be in the crescent markets, very solid, very strong and we would expect that trend line to continue. George is maybe going to address the dip this quarter?

George D. Johnstone

Yeah, Brendon I actually just look at, I mean we are 87.9% leased in the non-crescent markets. I mean we were 86.7% leased at the end of March. So I mean clearly we are seeing pipeline spill over more now than ever. I think anybody that kind of wants that Radnor address I mean there just isn’t any square footage available. And we are seeing a little bit of chair shuffling going on in that King of Prussia market. And again I think you know our properties kind of from [inaudible] up through King of Prussia proper you know bode well to accommodate that.

Some of the move outs we had this quarter were tenants that we did need to move out of our Maschellmac complex which was the deal we announced last quarter. They are -- are going to take 90,000 square feet beyond where they currently lease which is about the same. So we had to start to move some of those tenants around, some within the portfolio but a few that left the portfolio.

Brendan Maiorana - Wells Fargo Advisors

Yes so George just a follow-up so if you are at sort of 86% or 87% leased in the western sub markets today, where do you think you can kind of bring that number as you look out over the next maybe 12 or 18 months?

George D. Johnstone

Yeah, we still think that you know 12 to 18 months that we can kind of get that portfolio back to 90%. You know it’s operated at those levels and beyond previously especially given the fact that the crescents have tightened so much. So again I think for us yeah we will continue to kind of move out some of the slower growth product that we have in those markets, we are going to fill some of that with the totally empty building we sold this quarter and the ones that we retained you know we feel good about long term.

Gerard H. Sweeney

And I mean a couple of drivers in that market we think will also accelerate both economic and absorption. Within King of Prussia itself there has been a business improvement district forum which is staffed and funded where Keith Rogers of one of our executives chairs that and that’s really focused on kind of improving the overall King of Prussia neighborhood more effectively integrate office streetscapes, retail, residential and mall components. And as part of that there is also some major transportation initiatives underway, both in terms of our light rail access and increased accessibility of Pennsylvania turnpike.

So we think that overtime that will create a real resurgence of demand for the King of Prussia proper market. And then at Northern 202 I mean frankly one of the overhangs in that market the last couple of years has been the projected relocation out of that market by a major pharmaceutical company. That pharmaceutical company was planning on doing a large build to the suit in another submarket and vacating a 300,000 plus square feet in 202 corridor. That company announced last quarter or this quarter that they do not plan on proceeding with that and they will be staying where they are. They may give back a little bit of space but from the overall standpoint that’s a bit positive for the Northern 202 King of Prussia market because that won’t be that significant amount of space to backfill.

Brendan Maiorana - Wells Fargo Advisors

Okay, great. Thank you.

Gerard H. Sweeney

You’re welcome.

Operator

Your next question comes from the line of John Guinee with Stifel Nicolaus.

John Guinee - Stifel Nicolaus

Great. Thank you. Another great quarter. Congratulations. A few questions not sure to whom these are directed but I’ll just rattle them off. First, who pray tell is actually hitting tenure and age milestones. Second the JLO guys in DC just sent something out called informing us on the Public Building Saving and Reform Act of 2013 which is changing and tightening of rules for GSA leasing, freeze the footprint et cetera.

Are you guys involved in that at all and does George have any comments. And third probably for you CFO there your payout ratio is a pretty well, so sign of a good company is the ability to dependably raise the dividend. Can you talk about your 2014 dividend thoughts?

Gerard H. Sweeney

Okay, great. Let’s try and take those in order. That's a blatant violation of our one question per interviewer.

Look, we have a deferred comp plan that obviously a big part of the executive compensation is stock-based compensation, that best over a period time we have a program in place that wants executives to reach a certain age and a certain tenure that the vesting period for those is shortened based upon their ability to effectively retire and move on.

The freeze your footprint initiative is something that we have spent a lot of time on certainly Mike Cooper who heads our DC operation is very much involved with that. We obviously track that, that’s part of our thinking on the DC marketplace and certainly as Tom and his team work with Mike Cooper to assess different opportunities in that marketplace we are very mindful of the impact on overall absorption and activity levels to that initiative.

So be interested to look at that initiative compared to some of the recent press reports on the length of the training program that some federal employees are undertaking to make sure that they know how to work within the freeze your footprint initiative and how they can actually work in more of the mobile or less permanent work station environment.

So we’ll see how that works its way through. And then John that's certainly a macro event that we track very carefully relative to the impact on overall demand drivers in the DC marketplace. I think the last question was on dividends, let's touch on that real fast was looking at the current point we have had a number of quarters below 80% payout ratio. This question comes up on almost every call. I think that’s the decision that the Board will start to think through in 2014 once they get a sense of our forward rollover exposure as a company, our ability to generate the continued same store NOI growth rates.

Certainly the level of capital stability we’ve had for the last year or so bodes very well for continue to keep that payout ratio low. But there has been no decision made John what we will do with our 2014 dividend.

John Guinee - Stifel Nicolaus

Thank you, guys.

Gerard H. Sweeney

You are welcome.

Operator

Your next question comes from the line of Rich Anderson with BMO Capital Markets.

Rich Anderson - BMO Capital Markets

Thanks. Good morning everybody. I will try to keep my -- the components of my question little bit shorter than my friend John over there. So for Austin you talked about some of this 50-50 JV is kind of what you are kind of visualizing in fees and all that sort of stuff, but what about the exit, what kind of negotiations are going on as it relates to how the joint venture could unwind I took note of your comment Gerry that you said there is still rent growth that you want to participate in, but that won’t last forever I mean can you envision the end game being you actually fully selling out of Austin or how do you envision the end game of the joint venture?

Gerard H. Sweeney

Great questions, Rich, and look, let me amplify couple of comments. I mean anytime it’s always a challenge when you look at selling or recapitalizing an asset base that you really like or is the market that we are optimistic about, particularly where you have a very good operating team. And as we have talked on calls in the past and as we evaluated Austin over the last several years the primary objective was really to stabilize that asset base. We were fortunate enough to be able to do it and certainly benefited from a significant recovery in the market place, particularly in the Southwest.

So as we were kind of assessing what to do, trade out or grow we really focused on a couple of key issues. We saw investment values escalating rapidly over the last 12 months and we really do want to price test what the investor marketplace was telling us relative to intrinsic value. As we touched on we saw great investor demand. It was really very well timed, I think and well received offering. The investors like the assets, they like the growth potential with Brandywine and with the market itself. We did as we always do on these offerings go out and say give us a price to sell and give us a price to JV and I think as we started to evaluate the direct comparability to those pricing levels it became clear we should stay in that marketplace, given our current position and given where we think that market will go.

It did give us the ability the pricing we were able to achieve to recoup capital well below our public market cost to capital. So it was a great arbitrage opportunity that we could use to grow other asset basis and redeploy and strengthen the balance sheet and it also provided a great opportunity for us to co-invest and acquire, get a good fee structure pursue development value added opportunities and also we can’t forget the continued servicing and being an effective partner on our million square foot Broadmoor complex in Northwest Austin with IBM.

So I think as we look at a potential exit, certainly the venture that we would pull together would have an appropriate buy sell mechanisms. The financial investors that we are involved with in discussions have a targeted time horizon of five to seven years. So at some point that venture would ultimately unwind. But we did view as a good long term growth opportunity for us in a market that has solid fundamentals. It’s also a market though that is very cyclical and one that is typically and at least since 1990 has introduced about 900,000 square feet of development a year. There has been a hiatus in new development for the last couple of years, but in tracking that market I am sure you noticed this about 1.2 million square feet new development also under construction.

We saw that that market was becoming more of a must have for investors we were fortunate to line up a good auction process that we think created some value for us. So with all that being said I think we will do we always do we preserve our optionality going forward. I think the structure here will be very effective over the next few years in terms of growing the platform but one thing we have seen about Austin is as it’s become very high and a lot of investors must have list extremely hard to aggregate a platform of any size in that market.

So we certainly think during the whole period while we are generating additional value for the company as we build that platform that will in fact become more of a value add proposition just in terms of its size and breadth in addition to the intrinsic asset value. So we think preserve that optionality structure that venture the way that we anticipate, again if it happens positions us extremely well short-term in terms of generating a very low cost recovery of capital for us as well as positioning as well for future growth.

Rich Anderson - BMO Capital Markets

Excellent thanks for that color. And so there was a price for that outright sale and just no one hit that price in your mind at this point is that correct?

Gerard H. Sweeney

The spread between the outright sale offers we received and the offers from really high quality institutions, the JV and to commit equity capital going forward was literally on top of each other.

Rich Anderson - BMO Capital Markets

Okay. Interesting. Then my second follow up question on the ground lease acquisition of the Three Logan what’s the return there, what is the size of kind of cleaning up a ground lease situation is there a longer term play there, investment opportunity by owning a land now?

Gerard H. Sweeney

There is no question I mean we’re still projecting that property to be in that $200 square foot plus overall investment range and we expect to get kind of the original projected 9% to 10% return on costs from that project stabilized. I mean the project right now is I think about 80 some percent occupied but even the full year numbers don’t reflect the value of that because we had Jannie who was really coming in I guess George was in September. So as we look at the buying out the ground lease the yield on the ground lease to buy this is relatively low because there really was no payments due on that ground lease until 2023 you may recall that was kind of structured up front as a [inaudible] ground lease.

But there is no question Rich from an investment standpoint, controlling the fee in addition to, and eliminating leasehold clearly can create a lower cap rate scenario for us on reversion. So we felt we looked at eliminating the complication of the ground lease, taking away the forward 2022 risk of the ground lease reset, controlling that fee certainly simplify the ownership structure but also we think created some significant premium than we had before towards the reversion of the cap rate there would be.

Rich Anderson - BMO Capital Markets

Understood. Thanks very much.

Gerard H. Sweeney

You are welcome.

Operator

Your next question comes from the line of George Auerbach with ISI Group.

George Auerbach - ISI Group

Great, thanks guys. Just two quick ones. First of all about Michael’s question are there any signs of nil absorption in your Northern Virginia sub markets or is most of the activity still in market share from B buildings and C submarkets?

Gerard H. Sweeney

Yeah I would categorize it today George as still kind of just grabbing market share.

George Auerbach - ISI Group

Thanks and then Gerry is there any potential to mine the JV portfolio for acquisition opportunities or as you think about external growth you are more focused on North Virginia and Austin?

Gerard H. Sweeney

George good question. Look there as evidenced by what we did this past quarter with our partnership interest at two of the tower bridge projects, we are always looking at whether there is a moment in time opportunity to both simplify their structures and create a really wholly owned value add opportunity for us. I mean for example on the tower bridge project I mean that was an excellent opportunities for us to acquire a wholly owned 100% interest there and then create the value upside of 73% occupied property.

So always look at every one of those ventures to find out where there might be an opportunity to improve our relative position. But certainly as we look going forward I mean in two markets that we have higher growth aspirations in, the DC margin we though again from a cost of capital standpoint size of market, competition of both the capital and the financing side in DC that we were best served by partnering up with great quality institution like Allstate and we kind of view Austin being the same way given where the existing asset pricing has gone to the specter of new development and our expectation trying to grow a dominant market position in Austin.

George Auerbach - ISI Group

Great. Thank you.

Operator

Our final question comes from the line of Michael Knott with Green Street Advisors.

Jed Reagan – Green Street Advisors

Hey guys, this is Jed Reagan with Michael, just couple of follow-ups. First any thoughts on whether Brandywine remains a net seller as you look out to ’14?

Gerard H. Sweeney

It’s something that we are contemplating relative to thinking for our 2014 plan. I mean as we look at the progress made in the last 24 months and we have had a very strong recovery in our existing portfolio. We have through the well timed equity issuance we have created some additional capacity to accelerate or deleveraging goals with the potential remaining sales for the year as well the potential Austin JV but more importantly you talk about some other projects out in the market, the number of other projects in the market as well. It’s hard to say if we will be a net seller. I think we certainly [inaudible] going back to a growth mode to value add acquisitions adding in infill market locations, we have some pending developments underway right now.

But I think we will be formulating that over the next couple of months to see which way we go. I mean we are certainly seeing some good acquisition opportunities and whether something is small as 660 in Plymouth or Three Logan transaction and we'll continue looking for ways to create forward growth profile in the company.

Jed Reagan – Green Street Advisors

Okay, great. And just any updates on the 1919 market or Cira South development projects in terms of timing and potential partner selection and then any update on how Cira South is doing in terms of preleasing?

Gerard H. Sweeney

Certainly. 1919 Market is we have outlined over a year ago, the expectations that we would start the development of that project by the end of this year. We are in advanced discussions with two high quality partners on structuring the transaction that would recover significant land value for us and provide a framework for going forward.

You may recall Jed we are also a partner in that project now with Independence Blue Cross so there is a partner in that transaction already. So we are on track for that start. Certainly as we move forward to that point we will provide a lot more color on financial structure, land value recovery, expected returns and more importantly the partner selection in our economic stake.

Cira South which the remaining [inaudible] power that is programmed at the office and residential. We do have had an anchor lease signed with the University of Pennsylvania for more than 100,000 square feet. We have some very good prospects in the near term queue ranging from a single floor tenants to larger and we will fill that place out over the next couple of quarters and we have also seen a very high level of interest from institutions about taking over co-investing in the residential component of that project.

So, good progress on that front as well. That is certainly something we love to see moving to development as soon as we line up the right economics and partnership structure.

Jed Reagan – Green Street Advisors

Okay, great. Thank you.

Gerard H. Sweeney

You are welcome.

Operator

At this time there are no further questions. Gentlemen do you have any closing remarks?

Gerard H. Sweeney

Only closing remark is we thank all of you for participating in this call and we look forward to updating you in our next quarterly call in the fall. Thank you very much.

Operator

Thank you for participating in today's conference call. You may now disconnect your lines at this time.

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