Brandywine Realty Trust (BDN) 2011 Q4 法說會逐字稿

Good morning. My name is Latandrea, and I will be your conference operator today. At this time I would like to welcome everyone to the Brandywine Realty Trust Fourth 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. Jerry Sweeney, President and CEO of Brandywine Realty Trust.

Latandrea, thank you very much. And good morning everyone, and thank you all for joining in our fourth quarter year-end 2011 earnings call. On today's call with me are George Johnstone, 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.

Prior to beginning, I would like to remind everyone that 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.

2011 wrapped up on several very strong notes for us. The fourth quarter represented a solid continuation in the execution of our 2011 business plan. George and Howard will discuss fourth quarter results, so my opening comments address 2011 full year activity and a look ahead to 2012, with the focus being on the three key business areas of operations, balance sheet, and investments.

Looking at operations first -- during 2011 we leased a record 4.5 million square feet. This surpassed 2010's 4.2 million square feet and exceeded our original business plan projection of 3.9 million square feet. This success clearly evidences continued recovery in the levels of both leasing activity and, in many of our markets, the pace of absorption. During the year we saw a gradual firming of fundamentals, an ongoing flight to quality, and wide variation of the recovery pace among our various submarkets. Our Philadelphia CBD portfolio, which comprises 23% of revenues, our Pennsylvania Crescent markets, which comprise 17% of revenues, and Austin, Texas which is 5% of revenues, all are over 95% leased and performed very well during the year. Several other markets, notably Northern Virginia, which is 17% of rents, and southern New Jersey which is 5% of rents, continue to recover from large move-outs and downsizings, but Brandywine traffic levels through our portfolios generally improved during the course of the year.

Looking at the entire Company, our core portfolio occupancy was 86.5%, up 110 basis points since 2010 year end. We also ended the year at 89.5% leased, up 180 basis from the beginning of the year and we are maintaining a very healthy 300 basis points of lease to occupied spread. Our tenant retention rate for the year came in at 65% versus our original plan of 56%. We also had net absorption during the year of over 277,000 square feet --a real step in the right direction and compared to negative absorption of over 600,000 square feet during 2010, so our portfolio is definitely on the right track.

In 2011 we experienced rental rate declines on both a GAAP and cash basis --far from acceptable but both significant improvements from 2010 levels. Additionally, our leasing capital costs per square foot trended higher during the year, and elevated capital spending remains a key focus point of the Company, and George will address this in more detail during his comments.

During 2011, our average lease term increased to six years up from our business plan forecast of four years. We plan to continue negotiating for longer-term leases, with built in annual escalators ranging from 1.5% to 3% to offset larger up front capital commitments. The portfolio is in much better position entering 2012 and the success we had during 2011 reflects the quality and location of our portfolio, a steadily recovering market, the skills of our leasing and property management teams, and our continuing focus on market outperformance.

Now looking at our balance sheet -- as we entered 2011 we faced significant debt maturities over $500 million, with $400 million of our debt exposed to floating rates or about 20% of our total debt. Our primary objective during 2011 was to stabilize our financial platform by eliminating debt maturity risk and protecting future EBITDA improvement from interest rate volatility.

During 2011 we paid off $219 million of secured mortgages so at year-end our unencumbered pool now represents 84% of our total assets, compared to 77% of our asset base at year-end 2010. The bank financing, the particulars of which are detailed on Page 6 of the supplemental package, was announced at the end of December. It funded last week and the combination of our line of credit renewal and three individual term loans accomplished the following objectives -- first, it fully retired the balance on our revolving credit facility. As such we do not have any out standing balance on your new four year $600 million revolving line of credit and more importantly our current business plan does not anticipate any draws on this facility during 2012. It also retired the remaining balance of our previous term loan, a portion of which had already been paid off with the proceeds from the Allstate joint venture. The balance of the funding, approximately $257 million, has been invested in short-term investments, and is available to retire the $152 million balance of our 5.75% unsecured notes at their maturity in April of 2012. We plan to retain these cash balances as an offset to our debt balances and preserve the flexibility to continue executing a liability management program.

Additionally, $500 million of the term loan funding has been swapped in the fixed rates, as identified again on Page 6 in this supplemental package. This reduced our floating rate exposure to 4.1% of our debt balance, and in addition to that effort, we also fixed a rate on the entire $78.6 million of our trust preferreds, further reducing the Company's exposure to floating rates. So the upside of our 2011 balance sheet activity is that based on the current plan, we have no need to raise debt financing between now and our $242 million bond maturity in November of 2014.

Secondly, we have substantially insulated the Company from interest rate volatility.

Thirdly, and very importantly, by utilizing unsecured term loans, we have created a well priced and less costly approach than bond financing debt that is readily pre-payable as we advance our deleveraging plan. And, fourth, our secured mortgage pay offers enhanced the size and diversity of our unencumbered asset pool.

Our stock price during the second half of the year eliminated the ability to accelerate leveraging at pricing levels that did not erode net asset value. However, you may recall earlier in the year we did issue about 680,000 shares at an average price of just north of $12 per share via our ATM program. That program has remaining authorization for 8.6 million shares, but we have no intention of using that program at current stock pricing levels. We did end the year at 44.3% net debt to gross total assets, with an EBITDA coverage of 7.4 times, approximately the same levels that we had at the year-end 2010. But in looking at our balance sheet for 2011, we made significant progress on strengthening our unencumbered pool, managing our debt maturities, and removing floating rates as a business concern, but certainly closed the year with more work remaining on our leverage reduced strategy. This primary goal remains key to our business plan and that's to get our debt to EBITDA down to 6.5 times.

On the investment front -- during the year we set an $80 million sales target. In pursuit of that objective, we marketed over $300 million of properties. Pricing levels did not reach a point that justified many sales, as we believe we could still create additional value through leasing while the investment market for non-gateway office space fully recovers.

We did, however, finish the year strong. During the fourth quarter, we completed the disposition of three office properties and the sale of a parcel of land in Dallas for aggregate proceeds just shy of $31 million. The income producing properties were sold at a blended 7.4 cash cap rate and were 93% occupied.

During the fourth quarter we closed on the previously disclosed formation of a joint venture arrangement with Current Creek Investments, which is a wholly-owned subsidiary of Allstate Insurance, with both Current Creek and Brandywine owning a 50% interest in three metropolitan DC properties contributed to the venture by Brandywine. We did realize $120 million of net proceeds but given the attributed venture level debt, we nominally reduced leverage via our partner's equity level contributions. A synopsis of this joint venture is also found on Page 6 of the supplemental package. Each party has committed $75 million of equity to fund future growth.

This venture will focus on acquiring core plus and value-add transactions in the inside the Beltway market in the District of Columbia. The investment period to deploy that equity is three years. The investment decisions are mutual, and there is no defined annual targeted volume that must be achieved. Given the overall uncertainty in those markets and recent pricing levels, both Allstate and Brandywine plan to move cautiously and remain conservative in our underwriting.

During the year, as we previously disclosed, we also acquired several value-added transactions aggregating $40.5 million, equating to about $115 per square foot.

So in looking at our operations, balance sheet, and investments, 2011 was a very good year for Brandywine. We exceeded our operating business plan objectives, improved portfolio occupancy, and achieved rent stability in several of our key markets. The bank financing and fourth quarter investment activity reduced exposure to interest rate volatility, eliminated capital market event risk, and created an alliance with a well-regarded institutional investor. As we execute our 2012 plan, areas requiring further improvements are reducing leasing capital costs, continued deleveraging, EBITDA multiple improvement and a more active asset recycling to both reduce levels and create longer-term better growth rates.

Now in looking at 2012, we're also very pleased with our progress thus far, and some of the key metrics we're looking at are as follows --

For the year we're now projecting speculative revenue of $43.9 million. That is up from our previous guidance. We have already achieved 64% of this revenue target. Our business plan currently reflects leasing production of about 4.1 million square feet which we believe is readily achievable. We are maintaining our previously forecast 2012 retention rate of 57% in that we still don't have enough visibility on a number of key tenants to move that number at this point. We have raised our expected year end 2012 occupancy level to 89.4% which is a 70 basis point increase over our previous projection, and we do expect to end 2012 with a portfolio about 91% leased.

We do expect positive same store growth. We also expect we will continue to face rental concessions and upward capital pressure until every submarket in our entire portfolio approaches equilibrium.

We will continue pursuing longer lease terms. Our current projection for 2012 remains at 6.2 years of average lease term.

From a capital standpoint, on leasing we are maintaining our overall capital cost assumptions and expect that capital costs as a percentage of GAAP lease revenue for new and renewals will be blended around 14%, which compares in the same range as the ranges we had in 2011.

In looking at our balance sheet for 2012 we have put ourselves into a very solid position entering the year. No additional capital market activity is planned. We have only $12 million of debt amortization in 2012, only $67 million of maturities in 2013, and $255 million in 2014. So with capital market event risk clearly eliminated, our primary focus remains squarely on improving our EBITDA multiple. Continued occupancy gains will remain a key, and we will work towards our goal of 6.5 times primarily through EBITDA growth embedded within our portfolio and select asset sales. We have create a very stable debt platform where we can now accelerate debt pre-payments as occupancy levels improve and investment values return to higher levels.

Our 2012 business plan further contemplates asset sales of $80 million, occurring evenly through the year. The business plan does not contemplate any acquisitions either directly or through deployment of the newly formed Allstate joint venture. We expect that any acquisitions will be match-funded with asset sales, with an additional bias towards deleveraging, the objective of which will be to recycle dollars in the higher growth assets and core markets.

On a broader front, we have approximately $200 million of assets currently in the market for sale. To the extent these transactions happen, they could create some near-term dilution until re-employment or debt repayment, but also present an opportunity for growth upgrades, and an acceleration towards our EBITDA multiple goal.

Which brings us to our 2012 guidance. We are maintaining our previously announced guidance of $1.35 to $1.41. The bank financing and fixing our interest rates did create some dilution. Additionally, the joint venture with Allstate which was not in our previously announced guidance, also resulted in several cents of dilution, as we are not assuming any 2012 JV acquisitions. On the positive side, operational metrics created sufficient updraft for us to maintain our guidance range, albeit with an advisory note that our comfort level is now towards the low end of the targeted range.

At this point George will provide some color on our 2011 operational performance and a look at 2012 and then Howard will take over and talk about our financial activity.

Thank you, Jerry and good morning.

We continue to see good levels of leasing activity and a willingness by tenants to make decisions. The flight to quality continued, as tenants seek quality landlords, buildings, and locations, which has benefited our portfolio. Submarkets that continue to demonstrate recovery in improving metrics are Philadelphia CBD, the crescent Pennsylvania submarkets of Radnor, Conshohocken, Plymouth Meeting, and Newtown Square, along with Austin and Richmond, where rent growth and tighter other capital control are becoming the norm. Other markets remain in a buying occupancy mode.

In terms of the fourth quarter specifically, leasing activity was strong with 905,000 square feet of lease commencements and 1,052,000 square feet of leases executed. Lease renewals commenced totaled 290,000 square feet leading to a 56.7% retention rate for the quarter and 65.2% for the year. Continued improvement during the year on retention was attributable to the expansions and more tenants simply staying put -- a good sign of our quality product and emerging market stability. New lease activity and tenant move-outs were as expected, resulting in 278,000 square feet of absorption and year end occupancy of 86.5%, which was 20 basis points lower than our previous update due to property sales.

While traffic for the quarter was flat both sequentially and year-over-year, the pipeline remains strong at 3.4 million square feet, 2.9 million square feet of new deals and 500,000 square feet of renewal deals. 762,000 square feet of deals are in lease negotiations with the balance all entertaining proposals. The 300,000 square foot reduction in the pipeline from our last update is attributable to the leasing of Three Logan which removed both the tenants we signed with and several alternative tenancies we were entertaining. Leasing capital for the quarter was $3.05 per square foot per lease year. The metric was driven by 286,000 square feet of deals with an average lease term of 9.5 years. These longer-term leases will help leasing costs and CAD in future years.

As I have mentioned on prior calls, we report capital costs for CAD in the quarter in which they are paid, which is not necessarily the quarter in which the lease commences. As we continue to achieve higher levels of forward leasing, you can expect this mismatching of capital and lease commencements to continue. This quarter we had $20 million of revenue maintaining capital. To illustrate, $6 million of capital related to leases that commenced prior to the fourth quarter, $11 million of capital on leases that commenced in the fourth quarter, and $3 million of capital associated with leases that will commence in subsequent quarters.

Now a few comments relative to our 2012 business plan. We have increased our speculative revenue target $1.8 million, or 4% from the original plan. $28 million, or 64%, is already executed leaving $15.9 million to be achieved. The remaining achievement at this time last year was $14 million.

We expect year end occupancy to be 89.4%, with the increase occurring in the latter part of the year. We expect a 57% retention rate based on 741,000 square feet of renewals already executed, current lease negotiations, and known tenant move-outs.

Rental rate trends are anticipated to improve during 2012. GAAP rent growth will range from negative 1% to positive 2% versus a negative 1.1% in 2011. On a cash basis while still negative, the trend line is improving -- ranging from negative 4% to negative 7% versus the negative 6.9% in 2011.

Our assumed capital per square foot per lease year range is $2.25 to $3.25. These leasing assumptions and trends translate into same store NOI growth of 0.5% to 2.5% on a GAAP basis and flat to 2% on a cash basis, both excluding early termination and other income.

While leasing remains the primary focus of our regional teams, we continue to be diligent on operating expense control. Our energy procurement and conservation efforts along with aggressively rebidding service contracts and appealing real estate taxes has contributed to lower operating costs and improving margins. I will now turn it over to Howard for the financial review,

Thank you, George, and thank you, Jerry.

For the fourth quarter of 2011, our FFO available to common share and units totalled $47.4 million. This compares to $48.3 million in the third quarter of 2011, excluding the $12 million historic tax credit income item, and $47.9 million in the fourth quarter of 2010. Our FFO per diluted share totalled $0.32 and matched analyst consensus for the quarter. And our payout ratio at 46.9% reflects the $0.15 dividend we paid in October 2011. It's a very high-quality FFO figure, with fourth quarter termination revenue, other income management fees, interest income, JV income, and bond buy back costs totaling just $4.7 million gross, or $3.5 million net, all below our 2011 quarterly run rate. Furthermore, our FFO per share would have been $0.34 per diluted share without the unplanned $2.2 million debt extinguishment charge.

A few observations on the components of our fourth quarter 2011 performance --

Cash rent of $114 million was essentially flat versus $114.8 million in Q3 2011. Straight-line rent of $5.4 million was similarly flat versus $5.5 million in Q3 2011. Recovery income at $20.5 million was up $1 million sequentially versus $19.5 million in the third quarter of 2011 while our recovery ratio of 35.1% reflected typical recovery conditions. Property operating expenses of $44.3 million were up $2.3 million sequentially, due to seasonal factors including increased year end R and M, contract snow removal and several other items offset by lower electric utilities. Real estate taxes of $14 million were essentially flat sequentially.

Our interest expense in the fourth quarter of 2011 of $31.9 million decreased $400,000 versus the third quarter, as we benefited from loan pay offs and somewhat higher floating rate balances in the fourth quarter. G&A at $6.3 million was in line with expectations and prior quarters. In the fourth quarter we had net bad debt expense of about $800,000, and an overall $400,000 increase in our reserve balance.

During the fourth quarter our same store NOI increased 0.5% on a GAAP basis and 0.2% on a cash basis, in both cases excluding termination fees and other income, and in line with our expectations for the quarter.

The EBITDA coverage ratios are at their highest levels in recent years at 2.6 times interest, 2.3 times debt service and 2.2 times fixed charges. Our margins are very strong despite current occupancy levels at 59.4% NOI, 35.1% for recoveries and 60.8% for EBITDA margin.

Briefly addressing the full year 2011, our FFO available to common shares and units totalled $203.4 million for all of 2011. It's up $17.6 million versus the 2010 figure, or up $5.6 million if we excluded the third quarter 2011 $12 million historic tax credit income, a very strong level of performance. Our $1.39 of FFO per diluted share exceeded analyst consensus by the year by $0.01 per share and came at the high end of our own range.

Total 2011 termination revenue, other income management fees, interest income, JV income, and bond buy back costs totalled just $22.8 million gross, or $17.2 million net, in line with our 2011 projection of $20 million to $25 million gross, or $13 million to $18 million net.

As Jerry mentioned, we are maintaining our 2012 FFO guidance of $1.35 to $1.41 per diluted share. Once again, we will recognize about $0.08 per share of historic tax credit income in the third quarter of 2012. Without that, our quarterly run rate should be in a range of $0.31 to $0.33 per diluted share. Most of our operating assumptions are consistent with what we disclosed on the last call and which are included in the business plan section of the supplement.

A number of other items to touch on --

For 2012, we are projecting once again $20 million to $25 million gross, or $14 million to $19 million, net for a basket of other income items, such as termination revenue, other income, management revenues, less expenses of presented net, interest income from our cash balances, JV income and that would include the returns on the Thomas Properties Group investment as a preferred return. For G&A in 2012 we have $24 million to $25 million overall, running about equally per quarter. Interest expense in 2012 is projected to be in the range of $133 million to $140 million. This is above the 2011 level of $131.4 million and it reflects the recently completed bank financing and associated interest rate fixings.

As Jerry mentioned, 2012 sales activity is expected to total $80 million and we have weighted about 40% for the year with a gross NOI reduction of about $2.5 million to $3 million. None of those projects have as yet been identified. Gross historic tax credit, as I mentioned, will be $0.08 per share, and once again we will add that back when it occurs in the third quarter of 2012 for our CAD calculation as it's essentially a noncash item. This is the second incurrence of what will be a total of five recognition items between 2011 and 2015 for the benefits of the historic tax credit financing transaction.

We're assuming no issuance under our equity program, our continuous equity program, and no additional note buy back activity at this time, and $147 million weighted average share count for FFO in 2012. We expect to see CAD per diluted share in the $0.60 to $0.70 range, reflecting approximately $67 million of revenue maintaining capital expenditures in 2012. Our FFO payout ratios for the year at the mid points then will be 44% for FFO and 92% for CAD.

Our maintenance of 2012 guidance at the current level is noteworthy, as the prior disclosure did not include the metro DC JV affecting us by about $0.04 per share negatively, and the combination of an upsize bank financing and fixing more of the interest rates affecting us by another $0.02. This $0.06 potential dilution is offset by $0.03 per share via combination of improvements from operations, interest rate savings from the December 2011 note buybacks, and several other smaller items.

Now turning to our capital plan for 2012. It's truly remarkable in that we will use our current $270 million cash balance for all of our needs in 2012 and do not expect to do any financings or use our credit facility during the year. Key uses in 2012 total $483 million, and are marked from in point forward. We have $236 million of aggregate full year investment activity, incorporating $67 million of revenue maintaining capital expenditures, $113 million for revenue creating capital, and new project leases such us Three Logan and 3020 Market Street, plus $56 million for a combination of other capital projects, Commerce Square, JV contributions, and several potential smaller investments that we hope to make during the year. We need to pay off $175 million of the balance of the year, the $151 million for our 2012, $12 million for mortgage amortization, and we're allocating $12 million towards JV debt repayments. We also will have $96 million of aggregate dividends for the full year. Since $24 million of those were already disbursed in January, we have remaining 2012 dividends of $72 million.

To raise this $483 million, we'll see net total cashflow from operations before financings, investments, and dividends from this point forward of about $150 million against a full year total of $165 million, so reflecting year to date receipts, $80 million of sales and we'll use $253 million of the cash balance, leaving us with a projected year end 2012 balance of about $17 million.

Turning now to a few other matters -- accounts receivables at year-end included reserves of $15.5 million, $3.4 million on just over $18.3 million of operating and other receivables or about 18.5%, and $12.1 million on $120.2 million of straight line rent receivables, or about 10.1%. We are very comfortable with our reserves and have been experiencing good credit performance.

We're also 100% compliant on all of our credit facility and indenture covenants, with an 84% unencumbered pool as Jerry mentioned. Our debt profile remains conservative, with 9.4% of total gross assets and secured debt, and 20.2% of total debt on a floating rate basis. Pro forma debt calculations have been provided in the supplement on Pages 7 and 8 to reflect the impact of the February 1, 2012 bank financing, as per Jerry's comments and as noted in the press release, and on Pages 6, 7, and 8, 21 and 23 of our supplement, the bank financing had a dramatic impact on our debt maturities, credit facility usage, floating rate exposure and overall financial flexibility. I encourage each of you to review those pages to gain an appreciation of these positive implications.

And now I will turn it back to Jerry for some additional comments.

Great. Thanks, Howard. Thank you, George.

To conclude our prepared remarks, we're very pleased to have accomplished our key objectives in 2011. We know we have more work to do, but in looking ahead to 2012 our best growth strategy remains simply to build on our 2011 momentum and continue leasing space. Our 2012 guidance, as you heard both George and Howard touch on, reflects our belief that fundamentals will continue to improve, our product quality will continue to provide a competitive advantage, and that the other key elements of our business plan -- mainly our balance sheet and investment management programs -- continue very much on track.

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

(Operator Instructions). We'll pause for just a moment to compile the Q&A roster. Your first question comes from the line of Jamie Feldman with Bank of America Merrill Lynch.

Thank you and good morning. I was hoping you guys could give a little bit more color on the different potential vacancies or occupancies that you said would be kind of swings to guidance next year. You said there was some still cooking at that you're trying to figure out or decide if you should raise.

Sure, George.

Well, I mean Jamie we continue to work the pipeline aggressively. We do have -- you know, with he do have some known vacates so obviously we -- you know, we are adding those known move-outs to our -- existing vacancy, but the tenants that we still don't have a good enough read on, you know, we are still trying to get those tenants to renew. You know, they're kind of depicted on our lease expiration chart in the supplemental as well. But we do have 25 tenants that we know are vacating that comprise approximately 730,000 square feet and that's really kind of why we -- you know, we are expecting occupancy levels to remain relatively flat until the latter part of the year when the pipeline conversion on new deals kicks in.

And, Jamie, about 200,000 square feet of that is in our DC marketplace and the rest spread pretty much throughout our portfolio.

So I guess what about in terms of upside? I mean how would you handicap potential leases that may come through that you're still working on?

Well, look, I think, as George touched on in some of the statistics he has put forth on the leasing pipeline, I think we continue to remain encouraged with the number of showings we're having through the portfolio, the number of those showings that advance to a lease proposal, and then the conversion rate that we've had once we issue a lease proposal to a tenant.

So I mean our converse rate last year was approaching 40%. Certainly with market conditions firming in a number our key submarkets, we would expect that number to potentially move up and put the portfolio in even a better position. So I guess on the ground what our leasing teams are saying is the real tenant interest, definable timelines for occupancy. Our portfolio is showing very well. I mean it's -- we're not happy that we have some of these big blocks of vacancy, so we rationalize that the vacancy that we have is good vacancy -- it's the higher quality product in the submarkets -- and I think the levels of activity we're seeing on that space supports that rationale.

So we're always hoping for the upside. We plan for, you know, pragmatic absorption. We had a good year in 2011 in terms of getting almost 300,000 square feet of positive absorption. So I think we do think that the conversion rates we experienced, the stability of the pipeline, will certainly put us in a position where we can meet the business plan forecast we put forth as part of this guidance.

Alright. Thank you.

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

Hi, guys. Good morning. I wanted to just follow-up on Jamie's question.

I just was looking back at last year's business plan this time. And at that time you had completed -- or executed 54% of your speculative revenue target for the year 2011 on this same call a year ago. Now you're 64% of the way there so you're actually year-over-year 10% ahead of where you were last year. And if I recall correctly, last year you continued to raise the speculative revenue number throughout the year.

So I'm just trying to get a sense of, you know, how -- how much of this is really conservatism versus real concerns about what you're seeing in the market.

Well, look, I think, you know, we continue to assess every suite and every existing tenancy each quarter when we go through the reforecasting process. That additional visibility gives us the opportunity to increase the spec revenue target and we moved it up $1.8 million from our last call to this call. We do have some additional new leasing that we have projected, we've raised the occupancy target for the end of 2012 as well.

Again, it really comes down to just working the pipeline, increasing the conversion and quite frankly, getting to a point where some of these large tenant contractions and rightsizings have all kind of played themselves out.

Certainly we look at the pipeline, Jordan. There is a number of larger tenants in there that if they would select the Brandywine property could have a positive impact on what we've witnessed going through the last reforecasts with the leasing teams. But conversely there is a lot of other activity there that has yet to be committed. So we have -- we have 64% done, that means the balance is not done yet. So, in that there's an implicit risk that tenants change their mind, corporate officers make decisions to relocate to other or consolidate. So I think as we -- every quarter when we go through that detailed reforecast, our leasing teams, in counsel with the folks here at the corporate office, make our best educated guess on what we think we can actually deliver, not just by the end of the year but certainly during the interim quarter. So that's a big revenue impact for us as well. And that forecast was just completed a week and a half ago and reflects our best estimate of what we are confident we can deliver during 2012.

Okay. Could you -- I may have missed it. Sorry, George. Could you give me just the -- the leasing pipeline numbers?

Sure. It was 3.4 million square feet in total, 2.9 million square feet of new deals, 0.5 million square feet of renewal deals and within that pipeline 762,000 square feet in active lease negotiation.

Thank you.

Your next question comes from the line of Joshua Attie with Citi.

Hi. Thanks.

Jerry, you mentioned that you wouldn't issue equity through the ATM at these levels and I think you previously issued around 12 a while ago. How are you thinking about the ATM and new equity in general as a tool to delever the balance sheet?

Well, look, I guess when we look at -- when we look overall at debt, you know, it's really -- it's really an assessment of overall risk and in assessing that risk we really need to look at both event risk, that is interest rate exposure, maturity profile, along with absolute debt levels. As we have talked in our calls, I mean our paramount objective remains to delever and over the next couple years meet and certainly in my mind exceed our 6.5 target and ultimately get the leverage even lower.

But with that objective in mind, it's wonderful if you could wave a wand and issue equity at any price, and we appreciate that some folks advocate that approach. I think when we look at it, our stock is trading well below NAV. And that is we assess at both near-term and certainly long-term -- certainly given the uptick we have seen in occupancy and -- and leasing metrics. So until the stock price gets to those levels, we want to be very mindful of being additive to any of the long-term value and our growth rates as a predicate for issuing equity.

So what we did during the course of this past year, as Howard and I touched on, was essentially execute a more sequenced and pragmatic approach to delevering. First we keenly focused resources on leasing space to drive EBITDA growth, better coverages, higher investment values, and great progress was made in 2011 we certainly expect the same result in 2012. Secondly, our primary tackle on debt was to eliminate near-term event risk and exposure to floating rates to really solidify the financial platform and both of those were accomplished during the year. Finally, you know, assets sales review is probably the best tool we can use to delever right now. And our approach to that was to test asset sale pricing on as broad a range as possible. And look, as we all know the investment market for non-gateway office is at a nascent stage of recovery. Buyers are looking for higher than normal rates of return and rarely assigning reasonable values to vacancy. As a result, there does remain a price disconnect between our view of asset values and the buyers.

Now, look, and very importantly, we make that determination based on the premise that we can create additional value through leasing and are better off being patient rather than selling assets at any price. But that analysis is question quantitative and focuses on value creation ROI.

So the plan really I guess to go to the core of your question, Josh is to execute operationally, improve portfolio NOI as leasing and investment markets recover, put the Company in a position to optimize NAV as we accomplish our very important leverage objectives. Now it does require execution and a bit of patience, but we're on that path, it's on the rails, and certainly to answer the core of your question I want reinforce that achieving our leverage objective is goal number one as we look at the Company's multi-year business platform. I think we need fundamentals to recover to a point, the share price to recover to a point, where we believe that expanding our equity base is consistent with the overriding theme of both deleveraging but also preserving that asset value.

And I guess if I could follow up to the extent that the asset sale market for what you want to sell doesn't recover very quickly, would that change your view of when to use the ATM? I guess when you look at those two levers, issuing equity through the ATM and also asset sales, are you willing to take a very long term view on deleveraging, or I guess if the asset sale market doesn't recover, would you have a different view on where to issue?

Well, implicit in that question is the fact that investment values will significantly lag fundamental recovery and fundamentals. We actually anticipate that they will be married together as joint results. But look, certainly to the extent that the sale program turns out not to have the through-put that we expect it will, we will certainly evaluate other options. One of the issues we talked about our cash balances, that's certainly an offset to existing debt balances -- that again provides optionality for us. We spend a lot of time thinking through our financing plan on accessing the bond market versus the commercial bank market. And a key driver in that decision was the fact that we could create a pool of debt, the term loans that are easier for us to keep -- pre-pay with much lower breakage costs as we generate additional liquidity.

Okay. Thanks very much.

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

Great okay. I have one question that just happens to be one for each of you.

First, Tom, can you give us a update on Com1 and 2 and the buy/sell arrangement. Howard, can you update us on 2011 taxable earnings-per-share and how that affects your dividend going forward assuming you do -- are able to lease up space? George, could you give us a summary of any red flags on Page 37 in terms of when the lease expirations are for your 20 largest tenants. And then most important, I'm reading a press release today about Jerry Sweeney wanting to buy the Philadelphia Inquirer. Is that accurate?

That is not -- that's not accurate. That was potentially part of an investment group that's looking at making a bid for the Philadelphia Media Company so -- but my role there is very passive and -- and certainly nothing that takes any time on my part.

John, with your four part question it sounds as though we should be moderating this like the Republican presidential debates. In that we're focused on time here. But certainly let me turn it over to Tom to talk about our Commerce Square properties.

Yes. Hi, John. We have still been working on the capital plan there. There's no -- the buy/sell does not take place for another year or two on our option. It's a couple years out. We have a financing that's coming due in 2013, another financing in 2015, and there's quite a bit of capital work we're in the middle of so there's no change in that buy/sell arrangement from our standpoint being a couple years away on our option and we know of no change on Thomas' side where they have a buy/sell at this point and nothing has changed there.

All right. And next to Howard.

Okay. John, on taxable income for 2011, we did publish the press release a few weeks back highlighting the taxable income component. It was well below the dividend that was paid. I don't have the exact number in front of me there was still a substantial cushion -- and that means that we can absorb quite a bit of leasing activity at incremental earnings in EBITDA as we move forward before we would be pressured, as you put it, to raise the dividend.

And, John, in terms of the expirations I mean they're occurring pretty much ratably over the first three quarters of 2012. And of the 730,000 square feet, we've already backfilled with new tenancy so there's still a -- they're a negative impact to the retention calculation but from an occupancy perspective we have successfully backfilled about 100,000 square feet of that list.

George, on page 37, which is your 20 largest tenants -- are any of those expiring in the next one or two years?

Oh, I'm sorry. You did say Page 37.

Very little to almost no exposure to that list until you get down to Intel. They've got a January 2013 expiration down in our Austin portfolio.

Great. Thanks guys.

Thanks.

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

Okay. So my ratio is a little bit better. I have two questions for four of you.

So the first is on your desire to negotiate longer-term leases. I'm curious, the strategy there. If rents are kind of, you know, still not certainly peeking and maybe near a bottom than a top, why wouldn't want you want to negotiate shorter-term leases and then turn them over to higher rents presumably, four years from now?

Do you want your second question before I answer the first one?

No, no. Let's go with that one first.

Okay. Alright.

It's a great question and -- and to amplify both George and my comments, that is a submarket call. We're talking generally where we are in terms of lengthening leases and all of our leases provide 1.5% to 3% annual rental rate growth as part of the lease. The contracted rents will increase every year by 1.5% to 3%, which is a pretty good benchmark generally speaking, for as a proxy for general market rental rate growth.

The bias towards the longer-term leases, Rich, really comes in when the upfront capital cost to achieve that tenancy is a driving predicate. So if we -- if for example if we're in one of our markets where the -- where we really do believe that rental rates are still at a trough and I will just reference a southern New Jersey, for example, where rents are at a bottom starting to come back up but certainly haven't recovered to the level that they have been in CBD Philadelphia, Radnor, Plymouth Meeting, et cetera. So in southern New Jersey, we're very carefully evaluating our leasing team there along with -- with George Sowa and George Johnstone, carefully evaluating every single lease. Whether we were better off on that lease doing a shorter-term deal with very little capital, or terming it out but building in higher back end rental rate growth to compensate us for both the upfront capital costs but then as also to make sure that we're in a position to recover full investment value when that market ultimately does recover.

Okay. Great.

And then the second question is you mentioned the guidance and now you're kind of targeting the lower end of the range because of some of the steps you have taken to improve the balance sheet and the rest. So I guess my question is further out -- I mean what I've heard in the past from you guys, was getting progress from a fundamental perspective where you were seeing some firming, but for one reason or another we're going to have a -- an offsetting negative factor -- and for reasonable reasons, I might add. But if your focus is to delever the Company for the next couple of years, do you think we'll always kind of be in the situation where yes, things are getting better but we're going to kind of be at the lower end of things until we get through this deleveraging process? Or do you think it won't be that dilutive on a go-forward basis?

Well, if you take a look at where we wound up in 2011 we actually wound up at the very high end of our guidance even with a lot things we did during the course of the year. 2012, you know, as we sit here in early February, you know, we have good but still some limited visibility on where the actual market will be in terms of our portfolio by year end. We have set good targets in there, we've raised our options and our leasing targets and that is a positive factor. We did do a couple things to stabilize the financial platform, primarily the fixing of the rates and the upfront contribution from Allstate that did have a downward impact.

So if you go back to Howard's projected, you know, $0.31 to $0.33 per quarter run rate ex the historic tax credit, there is a variability in that within the range that we have out there now. So our only advisory tone to -- to the community right now is that given where we are right now, given that we had known issues of dilution related to the financing and the JV counterbalanced with the uptick we have seen on the operational front, we are still comfortable within that range that we gave.

Whether for the next few years as we embark on the deleveraging program, the extent of that dilution is really going to be a function of where fundamentals go, where investment values go, certainly if cap rates come in at some of the marks that we expect them to come in trading out of those assets to create financial capacity to delever and to grow the Company, certainly is a very measured metric that will still provide some stability to our growth rate that puts us in kind of the range we were if you average out 2011 and 2012.

Okay. Fair enough. Thank you.

Your next question comes from the line of Dave Rodgers with RBC Capital Markets.

Hey. Good morning. Maybe Jerry or Tom.

If you could give us a little bit more color on the contribution of the assets into the joint venture -- perhaps what your view of those yields were. And then as you look forward to pulling money out of that venture, how do you see yields or discount to replacement costs trading today for that venture's threshold for investment relative to what you were able to sell into the asset venture itself.

Hi, Dave. It's Tom.

Looking at the assets we put in the venture, we gave you a profile of what those assets are. Two of those assets are in Falls Church, occupancy kind of in the mid 80s. We think that that's a -- sort of the growth aspect of the contribution of the portfolio. There is some good activity down there. TRICARE is moving a large part of their operations across the highway. We expect some contractors to come into that area. So we expect some growth out of the portfolio coming from the Falls Church side.

When we look at the Wisconsin Avenue property, one of our older properties in the portfolio but well leased, close to the Metro station and -- and basically full. We don't expect a ton of growth there, but we do expect a lot of stability. So when we put the package together, we thought there was a growth component as well as a stability component and, obviously we executed on a fairly good debt package to lever those assets up.

As we look at DC and growing the platform which is the next part we're looking at, DC, as you know has been considered people are thinking about it a little soft in terms of rental rate growth -- the government being uncertain as to what their demand is going to be over the next couple of years. I think when you look at the underwritings and what people are projecting, rent growth is going to be close to flat in a lot of the areas we're going to be looking at. As you know we are targeting inside the Beltway markets but we are looking for value-add components so we're going to be looking for some vacancy. We're going to be looking for some below-market leasing that we hope to harvest or some repositioning capital that is necessary for some buildings. We would probably be looking at buildings that are not trophy or even with A they're probably core plus buildings. And we are seeing some activity where those buildings are being priced below replacement costs, not by much and we'll being looking to take advantage of those to reach our IRR hurdles that we've established for the venture.

Okay. And maybe for George. I guess to ask the lease-up question a different way with known move-ins an known move-outs -- the 300 basis points spike that you have in occupancy in your forecast for the fourth quarter, how much of that is known and how much of that is related to the speculative revenue that you're yet to achieve this year?

About half of it was known and about half of it is still speculative based on the assessment of today's pipeline.

Great. Thank you.

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

Yes. Good morning.

Jerry -- or George -- just curious if you comment on sort of how your tenants are thinking about their space needs today? Are they more aggressive than they were before, are they still kind of contracting and thinking about space efficiency a great deal?

Well, I mean I think tenants are all going through kind of that rightsizing analysis. You know, fortunately for us that's led to a few expansions. Contractions were relatively small for the quarter, only 14,000 square feet of contractions in the fourth quarter, but I mean we do kind of expect every time a lease comes up for renewal they're going to kind of go through that analysis, you know, converting from typical 12 by 12 offices to a more open floor plate and trying to gain efficiencies that way. But I think we're pleased with the fact that the contractions this quarter kind of have leveled off.

Michael, also I guess what we're hearing from a number of those particularly the larger corporations I mean there clearly remains a very -- a very keen focus on efficiencies. Average occupancy costs per employee, what the space utilization is per employee, and some of the corporations we're talking to at one end of the extreme are down to open floor plans, designing 6 by 6 cubes, getting town to 100 square feet per employee, others are still closer to 200 square feet per employee. It kind of depends on the industry. But look, certainly, open architecture in the new office age is becoming more the norm than the exception. So items like column spacing, floor to ceiling heights, window lines are all an increasing part of how tenants evaluate new locations.

Okay. And then on the balance sheet, obviously you guys have done a lot of good work there lately extending debt maturities et cetera and I think you are about in a mid 7 to debts to EBITDA basis and you say you want to get to 6.5 but you want to get lower than that longer-term. If we look out three to four years, are you talking about going from maybe 6.5 as your intermediate target to maybe 6 or under 6? How should we think about sort of your longer-term leverage objective?

Yes. Look, I think as we have shared in the past I mean our longer-term objective is to gets the -- that number closer to 6,and the kind of stabilize it there and to run the Company on that basis. We know there's a lot of wood to chop to get there, but that remains from the Board level through the Management Team a key objective as we look at our multiple year plan. So we said 6.5 as the intermediate term target and certainly when we get to that point, we're going to be in a great position in terms of hopefully continuing to grow EBITDA. Certainly our investment strategy is going to be driven with that as a paramount objective, and will remain an overriding concern as we evaluate all of our investment activities.

Okay. Thanks. And then if I could just ask real quick follow-up.

Did I hear you guys right that the $80 million of sales for 2012 are not identified yet?

Well, they're not specifically identified. They are layered in as part of -- we have $200 million of properties -- actually little bit north of that -- on the market for sale today. Some of those properties are in advanced discussions and would count towards that $80 million. I think when we were saying we haven't identified yet, we haven't announced any specific transactions yet that we can credit to that 80, but we're well ahead of the curve by having a number of things in the marketplace today that are being actively marketed and reviewed by potential buyers.

And just a follow-up on that quickly. If we look at Page 25, which I think is a new page in your supplemental so thank you for that if that's right, how much beyond that $200 million that's in the market today if could you wave a magic wand to sort of the get the portfolio where you want it to be -- how much more than the $200 million would you need to sell and which places on -- in terms of geographically on page 25 would those $100 million plus come from?

Well I mean certainly as we look at the portfolio we've announced that our plan is to -- is to exit the California marketplace. There's about 1 million square feet there. We've also made progress over the last two years in particular relative to reducing the overall exposure of the Company to the New Jersey and Delaware markets to right now a little bit less than 12% and the game plans is to continue that program over the next couple of years. And then we look at the Pennsylvania suburbs, metro DC and Richmond Virginia there is clearly -- there's clearly properties in those asset pools that we have identified as being non-core that we think as those properties stabilize and as the investment market recovers that we would move those into the marketplace for sale.

So I guess Michael when you look at the portfolio there's really -- almost every one of those markets that we have identified has some element of assets that we would be targeting for disposition over the next several years. Just as reflective of the -- as what Tom outlined on the Allstate joint venture, there we clearly have an announced plan to increase our revenue contribution from metro DC, but certainly as part of that there were a number of assets that we identified as potential sale or JV properties that are already in the existing portfolio.

Okay. So it sounds like it could be maybe one times multiple of the current $200 million that's in the market over a long time period that you would want to exit.

At least in that range, correct.

Okay. Thank you.

Your next question comes from the line of Mitch Germain with JMP Securities.

Good morning everyone. Could I just get an update on Three Logan? I know you recently announced some leasing and I know you have a lot of moving pieces there -- but, Jerry, can you give us an idea of where you stand right now?

Certainly. You know, we've -- as George touched on the good news/bad news when we kind of reviewed our leasing pipeline was that the pipeline went down. The good news was that it went down because we no longer have large blocks of space available in Three Logan. So with the Reed Smith announcement last quarter, you know, that really consumed the remaining large block of space. So our leasing teams -- with that -- with the Janney transaction locked in, and the Reed Smith transaction locked in, and a couple other tenant who had renewed and expanded in fairly large blocks of space, we wounds up in a position where we can now go back and really hone in on those tenants who leases expire in 2012.

That's exactly where we are right now. Our leasing team in Center City is back negotiating lease extensions, blends and extends, et cetera with a number of tenants in the Three Logan building. The success rate we're getting is very good. So we're pleased to report that Three Logan continues very much apace.

A lot of the turnover -- or rollover that we're showing in the CBD Philadelphia are still those tenant that have not -- still those tenants in Three Logan have not yet signed. So our guess would be certainly by our first quarter call we would be in a position to hone those numbers down to a finer degree and present a very clear picture and exactly what the rollover picture looks like for Three Logan for 2012 and 2013.

Thank you.

Your next question comes from the line of Young Ku with Wells Fargo.

Yes. Thanks.

My question is for Howard. Howard, I think you kept your interest expense guidance the same at $1.33 to $1.40 for the year. I mean you guys did a lot of capital activity and you said that you are not assuming anything additional so what's -- why is there a big variance between the two end of the range?

That's a good question. And I will make one -- two observations.

First, the range stayed the same because while the buybacks we did in December were positive to the interest expense, the extra rate fixing we did kind of used that up. So roughly an offset. And the variability in the range reflects the possibility that we'll still do some liability management as the year rolls on. We are incurring incremental interest at this point while we're holding cash balances. So we could at some point seek to try to net that down, but for the moment we've left that assumption open.

Okay. So as of today are you trending towards a low end of the range or at the high-end or mid-point?

Yes. Why don't we just leave it as a range for now without trying to be too specific at this point?

Okay. Got you. And one just other question.

If we look at your occupancy forecast for 2012, we see a big dip in Philly CBD in Q3. What's kind of driving that down and what are some of the moving pieces to change that at this level?

Well we've got a 60,000 square foot tenancy at One Logan that we know they are going to vacate their space. And then as we talked about a few ago on Three Logan, some of the tenant that we inherited when we bought the building that have that July 31, 2012 lease expiration -- some of those are also forecasted to roll out. And those are the tenants that we're currently negotiating with to try and workout some of a blend and extend whether on a short-term or on a long-term basis.

Great. Thank you.

Your next question comes from the line of Jamie Feldman with Bank of America Merrill Lynch. Your line is open to ask your question. There is no response from that line. Your next question comes from the line of Tony Paolone.

Alright. Thanks. I just have one left. The -- it looks like there was about 7 million units that converted to shares from 3Q to 4Q and I was wondering if you can give us any color of what's going on there.

Yes. Those were the Blackstone units in connection with the Three Logan transaction where after the one year period they had the right to convert their units to shares and they did so.

Do you have any sense or care to speak to what their intentions might be there?

We really don't. I mean they were motivated initially to make an investment in the Company and we don't know otherwise at this point.

Okay. Thanks.

Their conversion was pursuant to the terms of the original deal where they had the ability to convert from units to shares. You may recall that they were initially set up as units, simply because we wanted to create a structure whereby we didn't pay dividends on that equity issuance for a year following closing. So once they started to receive the dividends they were completely indifferent to whether they held shares or units.

Okay. Understood. Thanks.

You have a follow-up question from the line of Michael Knott with Green Street Advisors.

Hey, guys. Just going back to your Crescent markets, as you call them, for the suburbs -- I was just wondering if you would care to comment on 5 Tower Bridge sale that we saw that recently closed. I think we maybe talked about that before but it looked like it fetched over $300 a foot and I just wanted to give you guys a chance to comment on that deal as it pertains to some of your better Crescent markets -- Conshy and Radnor, potentially.

Yes. That transaction did announce it was 5 Tower Bridge that was -- you may recall that was originally a partnership project for Brandywine that sold a number of years ago to an institutional owner. That institutional owner decided to sell it again. It did trade for $315 a square foot. You know, slightly north of a 7% cap rate. Very good quality product, great location within the Conshohocken submarket. Certainly the quality and locationally something that's very much akin to our properties both that we own directly and in venture within Conshohocken -- certainly or Plymouth Meeting portfolio, and then more to the point, our Radnor portfolio.

So we thought it was very good -- very good comp frankly, Michael, for the suburban office markets here in PA in terms of trading ranges. Now, look, that is as you mentioned clearly one of the higher end submarkets and a very high-end property in that submarket, so it would fetch a very good value. And in our mind, it does have a parallel to our exposure in the Crescent market. So it's -- we were pleased to see that property trade at that pricing level.

Obviously, the prices per square foot are much different, but why do you think the cap rate on that deal -- it sounds like it was pretty tight with the properties that you recently sold at 7.4 which were toward the lower end of your quality spectrum if I understand it correctly?

The properties we did sell were at the -- were at the lower end of our -- of our quality spectrum. But also rents were very low, they were in New Jersey and, therefore, the price per foot was very low as well. You know, this trade -- I can't really speak to the specific rent profile. It just escapes me right now, but it was fairly stable. Rents were at or above existing market levels and I think that probably had a little bit of an impact on driving the cap rate lower in that there really was not a lot of immediate upside in terms of rolling rents to market.

Okay. Thanks a lot.

You're welcome.

At this time there are no further questions of the gentlemen, do you have any closing remarks?

Only to thank everyone for participating and we look forward to providing a further update on our business plan on our first quarter call. Thank you very much.

Thank you. This concludes today's conference call. You may now disconnect.