BDN

Ladies and gentlemen, thank you for standing by. Welcome to the Brandywine Realty Trust First Quarter 2026 Earnings Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. To ask a question during this session, you will need to press star 11 on your telephone. Please be advised that today's conference is being recorded. I would now like to turn the conference over to Gerard H. Sweeney, President and CEO. Please go ahead.

Thank you very much. Good morning, everyone. Thank you for participating in our first quarter 2026 earnings call. On today's call with me are Dan Palazzo, our Senior Vice President and Chief Accounting Officer, and Thomas E. 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 laws. 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. During our prepared comments today, Tom and I will briefly review first quarter results and frame out the key assumptions driving our 2026 guidance. After that, Dan, Tom, and I are available for any questions. From an operating, portfolio management, and liquidity standpoint, the first quarter produced results very much in line with our business plan. As such, as noted in our supplemental package, all of our full-year operating and financial metrics remain unchanged from our original 2026 business plan. While the first quarter was relatively quiet from a transaction announcement standpoint, it was very busy from an activity perspective. Quarterly highlights include: we have achieved 94% of our speculative revenue target at the midpoint of our guidance. Our first quarter FFO was $0.11 per share, which was in line with consensus and management guidance. We have narrowed our full-year FFO guidance while maintaining our $0.55 full-year midpoint. Our portfolio recycling and debt reduction program is progressing on schedule, with approximately $305 million of potential sales under agreement and in various stages of due diligence, with pricing in line with our guidance. We expect the majority of these transactions to close in the second quarter. Looking more closely at first quarter operations, solid operating metrics reinforced our strong market positioning, and tenants continue to like the quality of our perspective. Our wholly owned core portfolio is 88.3% occupied and 89.9% leased. Our year-end occupancy and leasing percentages will improve throughout the year as we anticipate having positive net absorption for the first time in several years, further evidence of our improving markets. Forward leasing commencing after year-end totaled 182,000 square feet, with most taking occupancy in the next couple of quarters. We have achieved 94% of our spec revenue target, which is $400,000, running ahead of last year. Leasing activity for the quarter totaled 422,000 square feet, including 268,000 square feet in our wholly owned portfolio and 153,000 square feet in our joint venture portfolio. The wholly owned leasing activity is our highest level since 2024. Tenant retention was around 45%, very much as expected, since we know there will be a number of known move-outs throughout the course of the year. Our capital ratio is below our targeted 6.4%, driven by a low- or no-capital deal within one of our portfolios, but our capital for the year will remain within our guidance range. Our GAAP mark-to-market was 4.1%. Cash mark-to-market decreased by 2.6%, both below our annual business ranges, but we anticipate improving results in the next three quarters and, as such, we are maintaining our full-year guidance range. Same-store results were a positive 0.8% on a GAAP basis and 3.3% on a cash basis, both above our current guidance ranges. Tours in 2026 exceeded 2025 by 80%, showing a continued uptick in overall leasing activity. We also continue to experience a good conversion rate from these tours. For the trailing four quarters, 53% of our tours converted to a proposal, and from proposal, 37% converted to an executed lease. A few additional comments regarding market dynamics: in Philadelphia, which includes our Central Business District and University City portfolios, we are now 94% occupied and 96% leased, with only 6% rolling through year-end 2028. Our Commerce Square joint venture property is now 93% leased, bringing our overall combined Philadelphia holdings to 95% leased. Overall activity levels in our core CBD and University City markets remain very strong, and we continue to outperform our market share. As noted on the last call, we have captured more than double our market share in each of the last five years, and this trend continued in 2026, with 41% of all new leases signed in this market at a Brandywine Realty Trust property. In the Pennsylvania suburbs, overall, we are about 90% leased and continue to see solid levels of pipeline prospects for the existing vacancies. Austin is 70% occupied; that continues to lag the rest of our portfolio and creates a 340-basis-point drop in overall company leasing levels. Tour volume, however, increased 15% over prior quarters. The operating portfolio leasing pipeline is up again this quarter by 200,000 square feet from last quarter and remains solid at 1.7 million square feet. That includes about 314,000 square feet in advanced stages of negotiations. It does not include the leasing pipelines we have at either 3151 Market Street or our project at One Uptown. We also believe our marketing position in Philadelphia will continue to improve as we monitor office-to-residential conversion projects. We are currently monitoring more than 5 million square feet, or approximately 11% of the total office inventory in the CBD, converting from office to residential or other uses. That 5 million square feet is comprised of 1.2 million square feet that has recently been converted, 1.3 million square feet in active redevelopment, and 2.5 million square feet of projects that have been announced or are in the planning phases. From a liquidity standpoint, we remain in solid shape with only $65 million outstanding on our unsecured line of credit and $36 million of cash on hand. As previously noted, our multi-year plan is designed to return us to investment-grade metrics. As such, and you will hear more from Tom, we plan to maintain minimal balances on our line of credit. The execution of our sales program will reduce overall leverage. Almost 50% of our outstanding bonds have coupons north of 8%, which we believe provide good refinancing opportunities for us over the next several years. In the second quarter, we will repay the 3025 JFK construction loan with a lower-priced seven-year financing of approximately $100 million at a rate in the mid-5s. That transaction, once accomplished, will be secured by the residential component and will unencumber the commercial component of that property for inclusion in our unencumbered asset pool. We are also in the process of extending our current unsecured line of credit and term loans and plan to complete those extensions in the next couple of quarters. We have an active portfolio recycling program, with a majority of the sale proceeds being used to further all of our balance sheet metrics that Tom will walk you through. We anticipate our CAD ratio continuing to improve during the second half of the year, after we fully burn off the remaining tenant improvement costs relating to leases done between 2020 and 2023. As a reminder, at our 3151 project, we acquired our partner's interest in 2025, which had the temporary impact of raising our leverage levels. The pipeline on that project is up by 200,000 square feet from last quarter and stands at approximately 1.2 million square feet, roughly broken down 50% office and 50% life science. Discussions with a number of prospects are very active, with several key proposals outstanding. As a reminder, we do not have any lease commencements or revenue generating from 3151 in our 2026 business plan. At One Uptown, we are now 63% leased, up from last quarter. The pipeline now stands at over 230,000 square feet, with tenant sizes ranging between 5,000 and 50,000 square feet. We have six proposals outstanding aggregating just shy of 100,000 square feet, and we continue to see the pipeline and the velocity of decision-making accelerate at our One Uptown project. In addition, in anticipation of our 2027 lease expirations at the existing buildings in our Uptown development, we will be commencing the redevelopment of one of those existing buildings. Building 902 is about 160,000 square feet. We are completing that renovation in late second quarter or third quarter of 2027. Since our marketing launch of those projects, we have generated approximately 1.2 million additional square feet of prospects. We expect to deliver pricing levels below the rents required for new construction. As some of our larger prospective tenant requirements advance, we also have planning underway for similar renovations for several other buildings. From a capital markets perspective, our business plan projects $280 million to $300 million of sales activity. We anticipate closing most of those sales within the next 60 to 90 days. We currently have $305 million under agreement and in due diligence, and we also have several other properties in the market exploring sale exits. We plan to recapitalize both One Uptown and Solaris during 2026. These recaps could range from a complete sale to a pari passu joint venture where Brandywine Realty Trust retains a minimal stake and recovers significant capital to lower debt attribution and increase liquidity. In fact, on Solaris Center, we are already in the marketplace exploring potential refinancing options. From a broad standpoint, the vast majority of our sale proceeds will reduce debt, improve liquidity, and further strengthen all of our credit metrics. While the clear priority is to lower leverage and return to investment-grade metrics, we do anticipate, given where our stock price is, utilizing a portion of those sales to repurchase our shares while lowering our leverage levels across the board. We have about $82 million available under our existing share repurchase program. We anticipate the debt reduction program will commence during the second quarter concurrent with the receipt of sale proceeds. The response from the market on assets listed for sale has been very strong. For those under agreement of sale, there has been considerable interest, with the typical marketing process producing between seven to ten qualified bids. All buyer types were engaged, including institutional investment managers, other institutional investors, and significant interest from private capital. With that, Thomas will review financial results for 2026 and the outlook for the second quarter and the balance of the year.

Thank you, Gerard H. Sweeney. Good morning. Our first quarter net loss was $48.9 million, or $0.28 per share. Our first quarter FFO totaled $20 million, or $0.11 per share, in line with our fourth quarter guidance and consensus estimates. Our net loss was impacted by one-time non-cash charges for property impairments totaling about $11.9 million, or $0.07 per share. Some general observations from the first quarter: property-level NOI of $70.2 million was $800,000 above our current reforecast due to better margins throughout the portfolio. G&A expense was above forecast by $300,000, primarily due to compensation expense. Other income and term fees were $2.2 million, or $300,000 below budget, primarily due to lower income from our retail operations. Third-party fees were $2.6 million, or $1.1 million above forecast, primarily due to higher third-party leasing fees. Other forecasted results were generally in line. Looking at our debt metrics, first quarter debt service and interest coverage ratios were 1.7x, both incrementally below our fourth quarter results. The decrease is primarily due to lower interest capitalization from 3151, which increased interest expense. Our first quarter annualized combined and core net debt to EBITDA were 9.18x and 8.18x, respectively. Based on our reforecast, and our forecasted sales and debt reduction, these leverage levels will decrease during the balance of the year. Regarding our portfolio, during the fourth quarter we removed one property from our core portfolio that is being held for sale. That property totals 116,000 square feet. During the second quarter, we will add 250 King of Prussia Road, our 168,000 square foot life science property located in the Radnor submarket, to our core portfolio, as we anticipate stabilizing that property in June at 100% occupancy. From a liquidity standpoint, we continue to maintain a solid liquidity position with $30 million of cash and $65 million outstanding on the unsecured line of credit at quarter end. For sales activity, we are anticipating $290 million of wholly owned sales at the midpoint, weighted toward the first half of the year, and those cap rates are roughly 8% on a cash basis and a little above that on a GAAP basis. As Gerard H. Sweeney touched on, we now have $305 million of potential sales in various stages of due diligence, and the anticipated proceeds will be used to reduce debt and continue our path toward investment grade. We also intend to use a portion of the proceeds to opportunistically buy back shares on an earnings-neutral basis. On financing activity, the $178 million consolidated construction loan at 3025 JFK matures in July 2026. We plan to complete a secured financing on the residential portion of that property totaling $100 million and use the proceeds from that loan and the unsecured line of credit to unencumber the office portion of that property. The $100 million, seven-year secured financing will be fixed at an all-in rate of roughly 5.7%. On the credit facility, our unsecured line of credit has an initial maturity date in June 2026 with extensions through June 2027, and we are working with our bank group to amend and extend the facility ahead of its maturity. Regarding capitalization of the ATX joint ventures, as our joint ventures continue to lease up and cash flow improves, we anticipate recapitalizing those projects on a pari passu common equity joint venture basis during 2026 with our owner minority stake, or an outright sale. We announced our intent to extend two existing loans on those ATX projects. While we still anticipate closing on those transactions in 2026, we felt extending the loans will allow us time to run the sales process without concern about the maturity dates. The recapitalization of both projects should generate between $40 million and $50 million of cash that we will use to further reduce our wholly owned leverage; it will be slightly accretive to earnings and improve leverage for the balance of the year. Due to the timing and the change in ownership structure being later in 2026, we have not included any benefit of these transactions in our FFO guidance. We feel incrementally more positive about executing our land sales program this year, but we have not included any land gains or losses in our results. Focusing on the second quarter guidance, property-level operating income will total about $72.3 million and will be about $1.3 million above our first quarter. The incremental improvement is primarily due to increased NOI at our CBD portfolio and the stabilization of 250 King of Prussia Road; these increases are partially offset by start-up costs at the Radnor Hotel project, which should open during this quarter. FFO contribution from our joint ventures will be a negative $900,000 for the second quarter, the decrease primarily due to higher interest rates on some of the floating-rate debt. G&A expense for the second quarter will total about $9.5 million. The sequential decrease is consistent with prior years and is primarily due to the timing of our deferred compensation recognition. Our full-year range of $36 million to $37 million remains intact. Our interest expense, including deferred financing costs, will approximate $43 million, which includes about $7.1 million of capitalized interest. Termination and other income will total about $2.5 million. Net third-party fees will approximate $1.5 million. Interest income will be about $400,000, and our diluted share count will be about 180 million. These second quarter results and share count do not take into account any potential sales and share buybacks. Turning to our capital plan, our capital plan for the balance of the year remains active and totals about $450 million. Our first quarter 2026 CAD payout was 92.7%. However, our payout ratio for the balance of the year will remain within our 70% to 90% range, as we expect incremental improvement in the payout ratio as FFO improves during the balance of the year. Looking at the larger uses for the rest of the year, we will refinance 3025 JFK with the construction loan, utilize $140 million for debt and share buyback, development spend will be about $50 million, we have $42 million of common dividends, revenue maintain will be $25 million, and revenue create will be $25 million, with $15 million of equity contributions to primarily fund tenant leasing at One Uptown and the Solaris extension. The sources to offset those uses are $80 million of cash flow after interest payments, speculative asset sales totaling $290 million, and $100 million of loan proceeds from our VERA residential project financing. Based on the capital plan, we anticipate having approximately $10 million of net outstanding on the line of credit. We anticipate net debt to EBITDA will be within the range of 8.04x to 8.08x, and our fixed charge coverage will be about 1.8x to 2.0x. Implicit in these ratios is the execution of our sales program and the recapitalization of the ATX developments. These ratios will continue to be elevated until increased revenue comes online from our development projects, particularly 3151, which is now a $250 million wholly owned investment that is currently producing operating losses. As the developments stabilize, our deleveraging will further accelerate, and we anticipate that those leverage metrics will improve as the year progresses. I will now turn the call back over to Gerard H. Sweeney.

Great. Thanks very much, Tom. As we look ahead, the operating platform enables us to capitalize on improving real estate market conditions. Our plan for 2026 shows earnings growth over 2025, and we expect further improvement in 2027. As we continue to push occupancy levels across the board and, as Tom touched on, generate results coming out of our two remaining office and life science development projects, we expect incremental NOI that will be available for strengthening our balance sheet and for other uses. The groundwork has been laid, and we will continue to build on this momentum to drive long-term value. We will now open the call for questions.

And our first question comes from an Analyst with Citi. Your line is now open.

Thanks. Gerard H. Sweeney, you talked about the active transaction market and lots of buyer interest in the bidder pool there. How does that inform additional sales from here beyond what is currently under contract?

Great question. I think it is very helpful for us, because we put a fairly broad range of product in the marketplace by design to test what we thought investor sentiment might be. Given the velocity we saw in each of these sales and the fairly competitive final bid processes we went through to generate the price we were targeting, we certainly, as I touched on, have a number of other properties that we are thinking about that are in the market for sale or we are underwriting to see what those POVs might be. We will put those in the marketplace. The breadth of response we got—ranging from tier-one institutional investors to large private equity funds to traditional high-net-worth family offices to syndicators—was a hoped-for result. We were not sure, with some of the properties we put in the market, what the bid list would wind up being, and they wound up being a lot more robust than we thought. With the debt market showing some signs of stability, I think that has given buyers more comfort in underwriting some of the assets we put into the marketplace. We are very happy to be sitting here with this many properties under agreement, going through final due diligence, and with closings scheduled for the next 60 to 90 days to help us execute the debt reduction and liquidity program we put in place. It is another good sign of the office market recovering from different capital sources.

Makes sense. If you do lean into it more, how would you balance additional buybacks versus leverage reductions beyond what is currently contemplated?

The primary objective, as both Tom and I touched on, is to improve the credit metrics. That is by far the number one objective. As we discussed last quarter, buying out our preferred partner positions in the Schuylkill Yards project temporarily raised leverage. Our number one goal is to get those leverage levels back to what we outlined in our business plan. To the extent that pricing is better, we generate more sales velocity, and we see a clear path towards achieving those balance sheet metrics, then we certainly recognize where the stock price is and want to deploy some capital there, as Tom mentioned, on a leverage-neutral, earnings-neutral basis.

Thank you.

Thank you.

Thank you. Our next question comes from Manus Ebbecke with Evercore. Your line is open.

Thanks for taking the question. Could you expand a little bit on the interest you are seeing for the 902 Building and Uptown ATX? Is the interest mainly from new-to-market tenants or existing tenants in the market?

Good morning. Happy to walk through that. As we discussed last quarter, we announced to the leasing marketplace that, given the significant uptick in zoning capacity we were able to achieve at One Uptown and the pending departure of a large tenant, we focused on how we could reposition several of those assets at a very attractive price point for the tenant market. That approach was very well received. We have a couple of very large prospects we are talking to. Most of them are in-market, but several have significant expansion requirements. Some of the newer tenants in the market we are seeing are really on our existing One Uptown pipeline. The larger prospects we are talking to about the renovations of the 900 buildings are mostly in-market, but a couple have significant expansion and/or consolidation opportunities. We have been very happy with the response. There is a fairly high level of active, substantive dialogue with several of these users. We have ramped up our planning efforts to ensure that, if we do get substantive results from these prospects, we can move forward with these renovations fairly expeditiously.

Got it. Thanks. A quick follow-up on Philly and the life science market there. Any update on how you feel about life science leasing, which has been challenging over the last year? Are those tenants coming back in 2026?

We are seeing the proverbial green shoots in the life science market—capital flowing a little better. Of course, there is a macro overhang of regulatory risk, but there is definitely an uptick in tone. The pipeline at 3151 includes a couple of larger institutions we are talking to that are real in their requirements but slow in their execution pace. We also have a number of smaller life science companies with whom we continue a very active dialogue about making 3151 their home. We have seen an uptick in office tenant requirements given the tightness of the Class A office market in Philadelphia. When we are sitting with our Philadelphia trophy Class A properties at 95% plus leased with a dearth of available space for the next couple of years, we have been able to pivot some of those prospects to look at 3151. The tone of those conversations is constructive as well. We are looking forward to getting some leases executed there. Generating revenue coming out of 3151, given the size of the pipeline, is visible on the near-term horizon, and it is a very important part of our balance sheet strengthening program as well.

Great. Thank you.

You are welcome.

Thank you. The next question will come from Dylan Robert Burzinski with Green Street. Your line is open.

Hey, thanks for taking the question. Going back to dispositions, you mentioned a mix of different assets. Could you share the percentage of assets you plan to sell as core versus non-core within the overall Brandywine Realty Trust portfolio?

We have one asset that we would consider to be core that we are selling, and the rest are, I would not say non-core, but they are less-than-core. Our approach on the sale program, as outlined last quarter, was to put a variety of assets in the marketplace to test investor appetite across asset sizes, weighted average lease terms, age, submarket positioning, etc. One of our objectives with this first phase of sales was to get insights into how we view the investor marketplace for the next four to six quarters as we look forward to our business plan execution in 2027 as well. By design, we put a wide range of properties out there and got the response we were hoping to achieve.

Great. And on 3151, I see the yield on cost remains at 7.5%. Can you talk about confidence in hitting that, given life science leasing costs are higher today?

As we go through the pro forma exercise and model the existing deals we have in place, we still feel confident about hitting that target. The timing of getting leases executed has been the more challenging aspect. We have had no real price resistance. Even with the softening of the life science market, our proposals that reflect higher tenant improvement costs show we are able to get a higher going-in rental rate, lower free rent concessions, and longer lease terms, which generate the effective rent targets we are after.

Perfect. Thanks, Gerard H. Sweeney. Have a good one.

Thanks, Dylan. You too.

Thank you. As a reminder, to ask a question, please press 11 on your telephone. Our next question comes from Upal Dhananjay Rana with KeyBanc Capital Markets. Your line is open.

Thank you. You mentioned you have six proposals out on One Uptown totaling around 100,000 square feet. Do you have any sense of the probability of those getting done and potential timing? If those were to get done, that could bring the leased percentage up over 90%.

We feel optimistic, and we are pragmatic in assessing that. Our hope is that we get at least half of those across the finish line and do another full floor at Uptown. Our anchor tenant has a call right on one of the remaining floors that is exercisable later this year, so we are tracking that carefully. On the third remaining floor, given the success we had on spec suites in that building, we are also building out another floor. We have the mechanics in place, supported by the pipeline, to show continued occupancy gains at that property quarter-over-quarter.

Great, that is helpful. And on the recapitalization of One Uptown and Solaris, could you expand on demand and whether anything has shifted from what you anticipated earlier this year?

Happy to. Starting with Solaris, the residential project: we achieved a significant acceleration of lease-up in a market with weak apartment demand drivers and supply imbalance. We accelerated move-ins by providing significant concessions, so initial year-one overall rent levels were below our target. Now we are heavily into the renewal season and getting about a 16% uptick across the board on renewals, which is a very positive indicator for future NOI growth. Retention has been fairly positive as well. With those data points, we have started discussions with high-quality institutional investors about recapitalizing that project with us. Feedback has been very supportive, and we expect to get that recap done in the third quarter per our plan, possibly earlier. At One Uptown, we continue to see good activity from institutions that want to partner on that project. From our perspective, we want to get a couple of additional leases done because that is the value creation proposition for us. We have no concerns about our ability to execute the recap on either Solaris or One Uptown, given the feedback to date and the pipeline we have to get One Uptown closer to the 80% to 90% leased range.

That was great. Thank you so much.

Thank you.

Thank you. I show no further questions in the queue at this time. I will turn the call back to Gerard H. Sweeney for closing remarks.

Thank you for your help today. To all of you, thank you very much for participating in our first quarter call. We look forward to providing a further update on our business plan progress during the second quarter call. Thank you very much, and have a great day.

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