Good morning and welcome to Boston Properties First Quarter Earnings Call. This call is being recorded. All audience lines are currently in a listen-only mode. Our speakers will address your questions at the end of the presentation during the question-and-answer session. At this time, I'd like to turn the conference over to Ms. Arista Joyner, Investor Relations Manager for Boston Properties. Please go ahead.

Good morning and welcome to Boston Properties first quarter earnings conference call. The press release and supplemental package were distributed last night, as well as furnished on Form 8-K. In this supplemental package, the company has reconciled all non-GAAP financial measures to the most directly comparable GAAP measure in accordance with Reg G requirements. If you did not receive a copy these documents are available in the Investor Relations section of our website at www.bostonproperties.com. An audio webcast of this call will be available for 12 months in the Investor Relations section of our website. At this time, we would like to inform you that certain statements made during this conference call, which are not historical, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Boston Properties believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Factors and risks that could cause actual results to differ materially from those expressed or implied by forward-looking statements were detailed in Tuesday's press release and from time-to-time in the Company's filings with the SEC. The Company does not undertake a duty to update any forward-looking statements. Having said that, I would like to welcome Owen Thomas, Chief Executive Officer; Doug Linde, President; and Mike LaBelle, Chief Financial Officer. During the question-and-answer portion of our call, Ray Ritchey, Senior Executive Vice President our regional management team will be available to address any questions. I would now like to turn the call over to Owen Thomas for his formal remarks.

Okay. Thank you, Arista. And good morning, everyone. We had another very productive quarter and continue to make steady progress with our growth plan. The highlights for the last quarter include, we generated FFO per share of $0.01 above the midpoint of our prior forecast and raised the midpoint of our full year 2018 guidance by $0.02. We leased 2.1 million square feet, which is significantly above our long-term quarterly averages for this period. We signed an 850,000 square foot lease agreement with Fannie Mae for a 1.1 million square foot development at Reston Gateway in Reston Town Center and in the last week we committed to purchase the Santa Monica business park in West L.A. and we achieved our energy, water and emissions intensity reduction goals three years early and establish new more aggressive goals for 2025. So moving to the environment. Importantly for our business economic conditions continue to be healthy and relatively stable. The overall outlook for US GDP this year remains positive with growth projected to reach approximately 2.8%. Job creation remains steady with 616,000 jobs created in the first quarter and employment is stable at 4.1%. While an economic downturn will eventually arrive, it is very difficult to forecast its timing and certainly doesn't feel imminent. Though their hawkish tones in the fixed income markets with the Fed increasing short term interest rates and the U.S. fiscal deficit widening, the yield curve has been flattening with the 10 year U.S. Treasury rate rising around 50 basis points this year. Though we expect further Fed rate hikes in 2018, global rates and inflation continue to be low and we anticipate relatively modest increases in long-term U.S. interest rates in the near term. The office markets and sub markets where we operate continue to remain in general…

Thanks, Owen. Good morning, everybody. When I have a conversation with any of our tenants or our investors or anybody else who's interested in the real estate market, the first question they always ask is, so how is your business. How are you doing? And my response right now is that Boston Properties is as busy as we have ever been. We have strong leasing activity at our 46 million square foot operating portfolio. As Owen said, we're an active construction on $3.5 billion of new developments, 83% pre-leased and we've entered into new leases on additional development which will lead to an additional $1.1 billion of new office developments. Our primary customer, large real estate users, public or private or start-up are established are exhibiting confidence by making the decisions to upgrade and consolidate their space and in some cases they are expanding. We just opened our second residential development in Reston in January. We've leased 86 out of 508 units. We are going to open our second Boston area residential building in Cambridge in June and we've already leased 31 out of 244 market rate units. And if the conversation I'm having is with an investor, I hammer gently with a finished nail not a big stick one, how we will experience meaningful FFO growth from occupancy gains and our development deliveries during 2019 and 2020. Now obviously there are some nuances in individual markets which we'll talk, but in short, our short and medium term opportunity set feels really good and things feel great. Now there have been some market conditions changes since our January call and the most significant have been in midtown New York City. JPMorgan's decision to remain and grow on Park Avenue and 47 Street has changed the conversation amongst the New York…

Great. Thanks, Doug. Good morning. Hope you all are as excited as we are about our revamped supplemental financial package. If you haven't looked, hopefully you'll check it out, we've reorganized and reformatted it to make it much easier to read. There are a couple of accounting related items I want to point out that changes in our financial disclosure this quarter. First one is due to the change in the FASBs rules for revenue recognition that we adopted this quarter, we've included on our income statement both the payroll expense and the reimbursement income for payroll costs for management service contracts. These items which each totaled $2.9 million for the quarter offset each other and net to zero and they will net to zero each quarter. Previously we had simply netted the expense against the reimbursement. The other item is on our financial highlights page, where we are now disclosing our capitalized internal leasing costs and external legal costs related to leasing. This totaled $1.7 million for the quarter. And the reason I pointed out is that the new lease accounting rules that we will adopt in 2019 will require us to start expensing these costs. I suspect that there will be lots of quarterly variability in this item. So at a minimum I would anticipate $0.04 to $0.06 per share of additional expense to hit our FFO in 2019. Okay. Sorry for the digression into accounting minutiae. As you can see from our press release, we've been very busy this quarter. Owen describes some of our investment activity in asset sales. We've also been active in the debt markets. Last week we closed a $180 million four year construction loan with a syndicate of banks to fund construction of the residential component of our Hub on Causeway development…

[Operator Instructions] Your first question comes from Nick Yulico with UBS.

Thanks. So I guess, you know first off on Santa Monica Business Park, you know there was some trade publications that have written about the deal. It sounds like there were a lot of parties interested in the site. Can you talk a little bit about how you underwrote the asset? It sounds like there could be some below market leases there that are rolling over the next couple of years, you know, how should we think about the yield on day one versus a more stabilized yields for the project?

Good morning, Nick. So a couple of things we will say about the pricing. So first of all as Mike mentioned, the deal is accretive to us day one. Let me talk about the yield and let me talk about the per square foot. So on the yield, the initial NOI yield on the asset is somewhere in the mid to high threes, and that is rising to over 6% by year five. I should also mention that roughly 60% of that lift is from leases that have been signed that are - that have not commenced rent payment. So from an income standpoint the profile of this investment is similar to the Colorado Center investment that we made two years ago. But actually there's less leasing risk here, because in Colorado Center we had actual vacancy, whereas here there's a lot of the lift is from again leases that have been signed that are not paying rent yet. Then second on the per square foot. Obviously you can do the math on the square footage and the price that we've disclosed. However, to be apples-and-apples with other transactions that are quoted on the simple basis, roughly 70% of the assets in this park are encumbered by a leasehold interest. We have - in the lease we have a right to purchase at fair market value the ground under those buildings in 10 years. But you wouldn't - to come up with a per square foot number you would need to add what you believe the fair market value of the land is.

Okay. That's helpful. Thanks, Owen. I guess just then in terms of turning to - back to 399 Park and you talked about, I think you said a million square foot of proposals on the lower floors, where you have that 250,000 square foot block, where it sounded like you were getting close with you know, one financial tenant, but you didn't have an NOI yet for that block. Can you just talk about how that discussion is going? Is that tenant still an option for all the space and you know, how much I guess from a timing standpoint you think it might take to get actual - you know some leasing done for that block?

I will answer the question and then let John Powers you know, chime in. So we have tenants who are looking for 250,000 square feet, we actually have a proposal out with a tenant who would actually after trying - get us to take some other space back from another tenant, so they would be larger than 250,000 square feet and then we have a number of tenants who are looking for a floor or a floor plus. So you know the floors that we have available are around 70,000 square feet, so we think tenants are looking for 100,000 square feet, so they would be a floor and a half. I am not smart enough to handicap the physical timing of a lease signing. We are confident that we will have a significant portion of the low rise - of this building leased before the year is over, and that there will be income on this space hopefully by the end of 2019. John, I don't know if you want to add anything to that.

We certainly would hate to break the block because it's a great block and we have people looking at it, but at some point we have people interested in single floors or two floors and we're going to have to do one of the deals and that's probably going to happen very quickly.

All right. Thanks, everyone.

Your next question comes from the line of Jamie Feldman with Bank of America.

Thank you. And good morning. I guess just sticking with Santa Monica Business Park. So now you've got Colorado Center, Santa Monica to get Business Park. I mean how do you think about your desire to grow even more in L.A. at this point or do you feel like now you can digest for a while and see how things play out and how do you think you fit in strategically in that market versus the competition now as a landlord?

So let me let me start with just sort of a real estate perspective Jamie, okay. So you know, when we bought the Colorado Center investment in July of 2016, what was so attractive to us about that investment was that it was our kind of property, meaning Boston Properties kind of property in that these were larger buildings that were leased to or could be leased to larger corporate users who we hope would be the kind of companies that would - that we would want to see grow. And the Santa Monica Business Park fits that same glove. So the park is you know, just over a million one of office space and 15 tenants occupy 920,000 square feet of that space. So it's a very similar kind of a profile to Colorado Center and it really fits with the way we as an organization want to build our business. So just sort of foundationally that's what we like so much about these two assets and I think it's pretty significant that in two years we have you know, as Owens said, we're now you know 20 plus percent, 24% owner of the competitive office supply in Santa Monica, which is a pretty significant way to enter that marketplace. I think it's a little premature at this point to talk about additional growth. Let us divest this particular purchase and put the two together and work these assets.

Yeah. And. Jamie just to add to what Doug said, look we remain committed to have Los Angeles be one of our five major regions. However we're not going to encumber ourselves with a fixed timetable to do so, we are going to grow with assets that we make - we think make sense for the company and also with assets where we think we're going to make money on the acquisitions. So we're going to be disciplined. We're going to be careful. You know, it took us two years following Colorado Center to find Santa Monica a Business Park. We've been patient. We've been disciplined. We couldn't be more excited to be making this particular investment, we think it fits perfectly for the reasons that Doug described. And going forward we're certainly going to look at new investments, but we're going to do it with the same discipline and care that we've been doing since we started in L.A.

Okay. That's helpful. And then I guess just, maybe talk about potential timing if you were to bring in a partner and I think you mentioned an airport redevelopment and also public transit access. Just the timeframe of when all of those come together?

So let me talk about the real estate and let Owen talk about the capital side. So the Santa Monica Business Park is a 47 acre parcel and [indiscernible] the Santa Monica Airport. The Santa Monica Airport is slated at this point to be decommissioned sometime around 2028. That means that that enormous parcel is going to be re adapted to some other use. We expect it will be public uses not commercial uses, but as part of that process we are hoping and again we have not had one conversation with anybody in Santa Monica, the public, the community, the city council because it's way too premature to do that. But we hope that at some point there will be a conversation about how the redevelopment of the Santa Monica Airport and the 47 acre site that we now will own and feed by that point because will help purchase the ground and how we think about changing and thinking about how it could be reconstructed and reconfigured. You know, going forward you know over the next decade or so. So we're really excited about the long-term potential to do something here, not the short term potential. You know, when you guys do your tour in 2018 and you do the tour in 2021, you're not going to see a lot of changes. Because you know we recognize that all the buildings are leased, that there are tenants in the buildings, they are growing tenants. The city of Santa Monica has a long way away from getting that airport back and there - it will have been very few if any conversations with the community with the public officials with the tenants with the neighbors et cetera. So this is all going to be a long-term prospect, but it's a 47 acre parcel in the heart of Santa Monica and it's got a great highway access to the Fed [ph].

And Jamie on capital, you know, clearly there are equity capital providers that are interested in this property and we are considering bringing in a partner and we could do that by the time that we close or could be afterward. But it's something that we're considering.

Okay. Thank you.

Your next question comes from the line of Manny Korchman with Citi.

Hey it's Michael Bowman here with Manny. Mike and Doug you both sort of talked about a lot of leasing all coming towards the end of '19. A lot of the efforts that you've been working on development and lease up redevelopment. Mike you also mentioned this lease accounting that's going to knock 2019 FFO by $0.04 to $0.06. I guess at what point do you start looking at consensus, right now assuming at about 695, about 10% growth. You should be annualizing, call it you know, close to 660 by the end of the year. I mean, is there a gap between how you're thinking about that trajectory going to 2019 relative to where the street mindset is currently?

So Michael, this is Doug. We have not spent a lot of time thinking about what the street numbers are for 2019. We're obviously in the third quarter of the year, we - you know, we provide our guidance. We have been providing our development outflow and our expectations of when those dollars will come into the income and the income statement and beyond the balance sheet in service. And that's where the variability of our numbers are, and the question will be how far into '19 that stuff actually you know, impacts that the year. So as an example you know, we have up the Akamai building which we announced a year and a half ago, that's going to be delivered in the fourth quarter. Is it going to get delivered on October 1st or is it going to get delivered on you know, December 15. It's a big deal in terms of what the actual results will be for 2019. So until we get a little bit closer to understanding the actual in-service date for the developments that are coming online, it's hard for us to - with great accuracy provide a 2019 number, which is why we are - we haven't obviously provided one yet and we probably won't until the third quarter.

And I think you know, the leasing at 399 makes a big difference as well. The timing of - you know, as we sign these leases we will get better visibility as to the exact timing of when that rent is going to start. And that's obviously a lot of states and a lot of growth that is going to come. So at this point, we're not clear whether it'll be you know, at the beginning of '19, the end of '19, how much square footage is when and where, but that will become - as I said more visible to us as time goes on.

I'm just thinking about a step function, right. If you're running, it's called a buck fifty two a buck 55 between the first and second quarter based on your guidance for the back half of the year, as call it a buck 65 quarterly. As you think about next year I guess when is the next step up material or should the street be thinking that that buck 65 holds for the first couple of quarters. And then you sort of get a bigger hockey stick towards the end of the year. Because I do think - what I hate to happen is for another year of guidance comes out and it's like - it's below the street again?

With the biggest increase towards the back half of this year, I mean, you pointed out a good thing. I mean our FFO for the back half of the year is going to be higher than the first half of the year. And the biggest increase of that is coming from the development pipeline that is coming into service. So we get Salesforce Tower obviously, every quarter they are taking on additional floors and we've got other tenants that we have signed leases in that building that are going to be taking on additional spaces. So we've provided some of that information in our disclosures to you, as that kind of builds up. And then we also have the two residential buildings that are leasing up you know, in the back half of '18 and then through '19. So you know, that helps as well. You know, the same store portfolio has some growth. In the back half of the year you'll see - you know, in the second quarter you're probably going to see another negative same store comparison to prior year because of 399. But as we get into the third and fourth quarter, you're going to see that improve on a comparative basis. And as Doug said, we're not really prepared to give 2019 guidance today. But as we go through the year we'll continue to provide insight on our calls as we see that.

Right. And next on the Santa Monica, on the yield that you've quoted mid to high threes is that an initial cash going in or is that a gap. And then can you give at least some details around the ground lease in terms of you know, what is the ground lease expense and as we start to think about sort of the expected yield on that purchase of the land?

So just a couple of things. You're not going to like all the answers I give you, but that's okay. So the yield that Owen quoted were past yield. So they had not had GAAP impacts at all. And so he said you know, in the mid to high threes going to the sixes over five years. Those yield included the cost of the ground rent embedded in it. And so when we figure out the capital structure and all the accounting issues associated with how we need to treat this stuff, we will provide better disclosure on the various components that are in our package. But we're there yet. I mean, this thing has been going quickly and literally you know, signed our contract with Diego [ph]

Right. I'm just thinking that land per square foot costs are going to be pretty elevated in that basis and so the market value of the land, you know, from a yield perspective, the cash yield perspective I got to imagine is well below that 3% range?

No, it's actually not. You know, that you're thinking about it in the wrong way. The way the ground leased currently is structured, it's pretty expensive ground lease, and when that ground lease goes away we think the yield will be enhanced actually.

Even though you have to pay market value for the land?

Yes.

Okay. Thank you.

Your next question comes from the line of Vikram Malhotra.

Thanks for taking the question. Just sort of a little bit more detail sort of the NOI bridge going into '19 and '20, if you look at sort of the buildings that are maybe key components of the bridge, obviously 399 Park and you mentioned there's some variability in timing. Can you talk about sort of visibility in lease up potentially at 611 Gateway and maybe Embarcadero?

Yes. So our visibility at Embarcadero Center is very strong. We have you know, a lot of proposals that we're working on, a lot of leases that are in negotiation and so we're very comfortable with the expectations that we've set on in terms of what Embarcadero Center is going to contribute. 611 Gateway. We've actually - I would say we've been very measured in our view on what's going to happen there. And so we've - you know, our perspective has been that we've been leasing somewhere between 40,000 and 60,000 square feet a year and assuming that that pace is kept up well, you know, we'll be where and we need to be by the end of 2020 on that one. The fundamental driver at this point of all of our “operational” occupancy increase is at 399 Park Avenue, everything else effectively has really gotten committed and on the margin that's where you know, where the big uncertainty is in terms of actual leases being signed relative everything - everything else in the portfolio.

Got it. And then maybe just sticking to New York. You know, we've obviously - you've quoted a very robust private market with cap rates holding up. But many names focused and - on New York still traded pretty big discounts to NAV. Maybe gives you a sense of you know, where are we - have you seen a move in cap rates for any - for certain types of assets within the New York market? And just related to that you also referenced a comment about capital allocation and buybacks, maybe just give us some thoughts around that as well? Thank you.

Well, on the private equity market for real estate, we try to spend time on this call every quarter trying to demonstrate that Class A buildings in our core markets are trading - you know the per foot vary based on the rents, but the cap rates are generally in the fours. They are usually in the low fours for buildings I assume that have some lease up or some - that are leased below market and are there in the high fours. But that is generally been consistent and we didn't see a change this quarter and there are actually a number of other deals that I didn't mention that we hear are either under agreement or becoming committed that are going to also mirror that cap rate. So my expectation is next quarter I'm going to be quoting to you again three or four deals that are going to be you know, cap rates in the four. So I think the market remained strong. Your point and question on capital allocation, you know, we are doing - as I said in my remarks, we think our best use of capital today is the new pre-lease development that we're launching and value added acquisitions. You know, our development pipeline is at $3.5 billion, its 82% pre-leased. So it's been materially derisk and also as I mentioned our development pipeline is currently priced at around a 7% yield. I talked about the Santa Monica investment generating over a six yield in five years. You know, our stock does traded discount NAV and depending on how you think about valuing the development pipeline and by the way we give you some data on how we think you should do that, but we see our stock trading in the low fives, you know, from a cap rate perspective. So that's why I made the remark that we think a better use of our investing capital is the development and the value added acquisition.

Great. Thank you.

Your next question comes from the line of Craig Mailman with KeyBanc Capital Markets.

Hi. Its Jordan Sadler here. I wanted to touch base on SNBP [ph] one more time, going in cash flow yield is quite low. But it seems based on these ramps and the potential to the purchases of the land in 10 years that the unlevered IRR could be pretty high relative to what you'd expect for something in this type of a market, supply constrained market. I'm curious what you think the IRR would look like and then maybe any commentary on what the competition for this asset look like and why you guys were the right buyer, as opposed to you know, some of the cheaper sources of capital out there?

Yeah. Look, I think the IRR was attractive to us relative to the other investments that we've looked at in West L.A. and frankly across the country. So we were very comfortable with the IRR on this investment. And look, we think is a very attractive property. We think it was a great fit for Boston Properties for all the reasons that Doug and I have described. There's no doubt it was competitive and you know, we won an auction and you know there's a lot of speculation about who the other bidders were that you'd probably read as we have. And so I assume that that is the case.

And just - I'll just give you sort of a general comment on IRR Jordan, which is that, we have been very disciplined and frustrated by the degradation of returns that has occurred in the overall acquisition market in terms of where people have been prepared to pay for things over the last couple of years and we just haven't been able to participate. And our view is that you know, most people have been purchasing assets that are IRR that are in the low sixes. And clearly we have not been participating in that part of the sales market. We hope that this is going to be significantly better than that.

Okay. And then regarding 3 Hudson, I haven't heard a lot of follow up commentary on it, is a start or an anchor tenant and then a start there imminent. Can you talk about your investment and your expected return there?

So we are - just to be clear on 3 Hudson Boulevard. This is one where we have not signed a commitment, we have an NOI and we're negotiating a commitment. So we are not prepared to provide as much detail as what we've been talking about in Santa Monica. We're clearly in the market for tenants and we would not commence the vertical development until we secured an anchor commitment. Jon, do you want to provide any more color on that?

Just so they like - that we really like the site you know, its north of the Hudson Yards a little bit, right on the 7 train and it's really on three avenues with 34 Street 11th and Hudson Boulevard. So you had a lot of light now. So we really like - we really like the site.

And our yield requirements are you know in the range of what we are seeking in all of our other rigs - in all of our other regions.

Okay. And then last question, just on construction cost, you guys obviously have quite a bit of development underway and are committing to incremental development, could we talk about what you're seeing in construction cost escalation, post-tariff escalation, in other cost labor obviously and how you guys are mitigating those rising costs?

So Jordan, the pre-tariff world, we were seeing escalation of between 3% and 5% on all of our projects across all of our regions. But it differed by the particular trade. So in one reason it might have been concrete and another reason it might have been curtain wall and a third reason it might have been mechanical electrical. What we do when we are building our budgets for our developments, when we are quoting rents, which we have to live with, is that we build an escalation into all of those jobs and generally depending upon the market we're building an escalation between 4% and 6%. So we sort of have - we take a little bit more conservative scope and then we also build in you know change order contingencies and things like that that give us a little bit more in the way of “leg room” for things that could happen. We don't think that on the margin the increases in the - mostly steel, not aluminum tariff that could occur will impact those escalations any more than what's currently in the market today.

Okay. Thanks.

Your next question comes from the line of Steve Sakwa with Evercore ISI.

Thanks. Good morning. I guess a question for Michael LaBelle on the balance sheet and you sort of talked about the funding and the debt funding and sort of leverage levels not really moving. Could you just sort of walk us through kind of where you are to kind of net debt to EBITDA is today, kind of walk us through the balance of the debt funding, some of the new projects that maybe haven't started yet, but are committed and sort of where do you see that balance sheet pro forma and maybe I guess three years from now, how do you sort of see the leverage numbers changing?

So right now we're at 6.8 net to debt to EBITDA and about $3.5 billion development pipeline, $2 billion is funded, so that's in the debt portion and its generating effectively zero today. So we've got another $1.4 billion of fund and then Doug described another $1 billion plus or minus of other new developments that we're working on. And you know, we'll see how we capitalized Santa Monica Business Part. But you know, as you kind of look at that, I think that in the next quarter or two we may tick up a little bit, but then we're going to come down and as all the cash flow comes in from the development it's going to deliver us. And I feel very confident that we will be in kind of that 6.5 to maybe six and three quarters, plus or minus kind of on a pro forma basis after we get through this. Now obviously a lot can change over the next three years because there's going to be other opportunities, we haven't things like that. But our goal is to make sure that we have enough you know, balance sheet to kind of keep our net debt to EBITDA from going above 7 times actively and that's how we're kind of managing things. And you know, we think about as we look at new investments, do we want to bring in a partner not to that investment because it will enable us to further our dollar effectively without coming back to the equity markets. Our view right now everything that we have on our books, that we think we could start, including the acquisition we just announced, we can do without raising equity and we can maintain our net debt to EBITDA below that seven times, which we're very comfortable with.

You know, Steve just to add onto that. So we want to have the flexibility on our balance sheet to do things like the Santa Monica Business Park acquisition, which is a $600 plus million acquisition without having any concerns. And so what we're actually doing right now and we actually are about that one will be in the market relatively soon, because we are thinking about how we can better fund our developments and use third party capital to do that. And so when we bake these cakes and we can demonstrate you know, the strength of the cash flows from these assets, bringing in a capital partner to participate in those assets. You know, early on the project is probably something that we would consider doing and are going to consider doing on selective basis is largely to maintain the financial flexibility that we want to have so that we can do other things, without going…

And I guess to maybe - to go back to Owens point earlier about, maybe tax efficiency. I mean, it sounds like maybe selling partial or whole buildings that are older vintage, maybe not as tax efficient, is it may be better or more efficient to sell some of the newer developments where you created gains and take some of those off the table with a higher cost basis?

I think it's most efficient to bring a partner into a development that we haven't started yet or that we're just at the initial stages of starting because then we don't have to worry about a basis issue in terms of where we are trading and we can you know basically capture the value creation that we've done in terms of either getting promotes or getting you know “stoked equity” [ph] for land value that we've created and things like that that provide us with financial flexibility without having to talk of.

Got it. Okay. And then I guess just on the Boston side. I know you spent a little time talking about the roll down in New York, I guess it was pretty clear was it the GM building. Just - there was a huge uplift I guess in the Boston…

Yes, it was up…

And I realize they're kind of older, but can you just maybe describe that again?

Yeah. That was so last quarter, we mentioned that we took back space from Microsoft prior to their lease expiration. We did determination with them and their lease terminated on December 31 and we released about 100,000 square feet of 120,000 square feet of space in Cambridge to another tenant and the roll up was enormous, it was you know more than 64% because that actually was brought down by some of the other deals muffin. I think - I don't remember what I said last quarter, I think it was close to a 120% increase on that basis.

Got it. Okay, thanks. That's it from me.

Your next question comes from the line of Alexander Goldfarb with Sandler O'Neill.

Hey, good morning there. Just two questions from us. The first is just thinking about L.A. and the amount of time Owen you mentioned two years since the initial foray there. Right now you own the asset or you will own it outright. Your thoughts on bringing in a JV partner versus all the time and effort to find just one, you know, just the second deal, why you split that up if it's been just such a difficult market to put capital in. You guys certainly have the balance sheet and it also sounds from what you've described like there's a lot of upside in this asset. So why would you guys bring in a partner versus you know, keeping all the economics for yourself and also just leaving the fact that you work so hard just to get that second deal?

Yeah. Look, Alex its great question. I think I would - it goes back to what Michael LaBelle was talking about a minute ago, which is spreading our precious equity dollars further. You know, we did not want to increase the leverage of the company. Mike described it as seven times net debt to EBITDA, so we want to be careful with our equity and we are selling some non-core assets and you know, we're certainly thinking about bringing a partner in on this particular deal and that would be a driver.

I think that you know, obviously if you bring in a JV partner thus the percentage of our NOI that comes from L.A. would not be as great as it would otherwise be, but it doesn't impact our market position. Our market position and how we operate in the market is if we own the whole thing that it enables us to really be a stronger market participant.

Okay. And then the second question is going to what JPMorgan is doing, you guys have the MTA site - if recollection there were some issues here around property tax or how the - you know, the asset would be handled once it's transferred from sort of public use to private developer use. But does - what you know, Jamie is doing next door. Does that impact the timeline in your thinking for redeveloping the MTA site or the complications inherent in that make it a different timeline than you'd otherwise have if it were a straight up deal?

Yeah. No I- Alex, there's no question what JPMorgan is doing we think improves the prospects for our MTA site. We're still in the middle of an entitlement process which will take you know, a year plus to accomplish. And that's really driving our timing. But there's no question that the JPMorgan activity is helping that particular sub-market in New York.

Jon, is there anything else you'd like to add to that?

No, I think that it. It's probably more than a year plus going through Europe and the whole process we're in. But dislike it better.

Okay. Thank you, Alan.

Your next question comes from the line of John Kim with BMO Capital Markets.

Thank you. On Santa Monica Business Park, just given the going in yield versus the cost of that 4%, can you just walk us through how that's accretive this year, is it funded with the line and are there any one time JV fees that you're factoring in?

We kind of assumed that it would be funded at a kind of a weighted average cost of debt versus a you know partial mortgage debt, partial line, because we don't - we haven't determined exactly how we're going to do it. But you know, the rents in the market are - in the building are below market. So on a GAAP basis we do fair value lease accounting, so that increases the GAAP yield on this thing by bit. And in addition the ground lease we have to do capital lease accounting for that. So instead of expensing ground lease rent, we have interest expense and that modifies a little bit as well with the kind of FFO expense of that is versus what the actual ground lease expense is. So it's really those two things, in addition to the you know typical kind of FAS [ph] 13 you know, from rent bumps that are in there that are impacting the - making the gap yield be higher than the cash yield.

Okay. So accretive to FFO, but not necessarily?

Not initially cash, but as Owen described, a good portion of the space that is currently not income producing is contractually leased and we just haven't had those leases start yet. So the cash yield should increase fairly quickly as those tenants take occupancy of their space and they start paying rent.

Okay. And then just purely from a cash flow perspective, I know there's been different opinions on this. But it seems like it would be difficult for an acquisition with going in the yield of 3% to 3.5% going to 6% after five years to match what you're doing on your development pipeline, devolving into 7 and 7.5 with minimal risk given the lease up. What is your response to that just purely from a cash flow perspective?

Well, first of all this property is 94% leased. Now our developments, we do have substantial pre-leasing, but its 82%. We also have to build a building. So there's you know, construction, prophecies that have to occur and there's a timing delay, whereas we bought the Santa Monica Business Park, we have the income as soon as we closed, so that's the delta.

And just one final question on Dock 72, how much of your leasing is being impacted by WeWork, effectively competing with you for enterprise tenants?

I don't believe that we're “competing” with WeWork for tenants. In fact, interestingly there are some tenants who I think we see as being better suited to WeWork initially and to the extent that they're –the experiment if they want to call it that of having an outpost in Brooklyn works they will - they actually be tended to. You know, we would take advantage of growing in the Park. So I think where we look at it is a very cooperative relationship. Jon, I don't if you have anything to add on that.

No, I think that's it. I think its cooperative. We're very excited that WeWork is undertaking its build out now and we think that occupancy probably before the end of the year the amenities will all be done. And certainly the building will show a lot better than, that it does now. It looks terrific now, but with people in it and the amenities, I think it's going to be special.

Thank you.

Your next question comes from the line of Jed Regan with Green Street Advisors.

Hey. Good morning, guys. Quick follow up on 3 Hudson, just order of magnitude how large would the pre-lease need to be there to kick off construction?

Jed, we don't want to pin ourselves down to a specific percentage. It would have to be significant.

Got it. And just couple of follow ups on Santa Monica Business Park. Can you give how much - what's the average remaining lease term in that project and there any big expected move outs coming up and then can you talk a little bit about snapshots [ph] occupancy in the campus?

I can't give you off the top of my head the average lease expiration date for the whole campus. Snap is in about 300,000 square feet and they have must take option. I think that goes to you know close to 400,000 square feet. There are - there are a couple of other larger tenants with near term expirations, meaning like 2020, 2021. And at this point, we don't assume that anyone is certainly going to walk out of the project. We think that the project is been a great home for everyone who's there. You know, we'll have to determine whether or not the rent levels that we're going to try and charge are going to be appropriate and conducive to people stay. But we're going to be aggressive about trying to maintain occupancy and maintain tenants and we are hopefully finding ways for our tenants to grow on the park.

Okay, great. And then, I think I heard that there's not really any significant incremental capital spend plan for that project in the near term and that you can't get at the feet position buyout before 2028 are both those accurate statements?

I think we are - our focus on capital in the short term is to make sure the buildings work really, really well, meaning that all of the systems and the structures of the buildings are competitive, appropriate and up to first class conditions. So my point being, we're not going to move forward with a 'revitalization, recapitalization' of the building from an aesthetic perspective in the short term. We don't know what we will do over the long-term. And there you know, the expectation is that we will purchase the fee when the fee days are - you know is contractually allowed to be purchased which is about 10 years. I am sure we will have a conversation with the owner of the land before that and find out what their motivations are and their desires are and if we can work something out before that that would be great.

And you're not - you're not underwriting any up-zoning potential specifically for that project?

We are - our perspective was that we underwrote this assuming that what you see is what you get and that we over a long, long time may be fortunate enough to find some ability to change the way the buildings are configured, the current usages, but that's going to be a discussion that we have had. We've spent literally zero time thinking about and will be much more involved with the city of Santa Monica, the constituencies you know, locally the tenants, the community, et cetera, and we would - we have no interest in getting out in front of that.

Great. Thank you, guys.

Your next question comes from the line of John Guinee with Stifel. Your next question comes from the line of Blaine Heck with Wells Fargo.

Hey, guys. Good morning. Just another one on Santa Monica, can you give us any color on the magnitude of the mark-to-market on the in-place rents at that asset?

I don't think we're quite ready to do that. Again, we have some initial numbers. I guess, I'd ask you to triangulate. So we told you what the initial cash return were. We told you what the returns are going to be look like in five years. Mike said it was going to be positively accretive.

And 60% of the uplift more or less is coming from rents that have been signed that are not paying yet, so.

Okay. Fair enough. We can do that…

That is the five years at least.

Okay. And then maybe one for Mike on the same store NOI growth, for the past several quarters, I think the straight line adjustment has been a pretty significant negative between GAAP and cash same store NOI and increased even more this quarter. Can you just comment on whether we should expect that to unwind at some point as we see free rent burn off or is there something else going on there?

I don't think there's anything unusual going on, you are saying the same store is - the spread between cash and GAAP is increasing?

Yeah, it seems that it has been a bigger negative to the cash number as we looked at it this quarter. So it seems like there's - there might be some pre run in there that, I am not sure…

I mean, I would say of our non-cash rents we have about $20 million that is kind of fair value rent and basically the rest of it is free rent that will burn off over the next year or two.

Are there I guess, are there any large leases in there that might have been driving that free rent number up that you know in that, that's going to burn off and we're going to see a bit of a boost to the cash same store number?

Well, I think yeah, I mean, there's the leasing that we did at 100 Fed [ph] is not cash paying yet, that was over 200,000 square feet of space. The stuff that we're doing at 200 Clarendon, many of those leases are in free rent periods. You know, that's leasing that we've done in the last 12 months. That is just kind of getting into our numbers now and in this year and so its free rent associated with that. And then in Cambridge some of the leases that we had, like the one that Doug described and I described is in a free rent period in 2018 and we did some blending extends in San Francisco and also in Cambridge that we have to wait until the natural lease expiration in '19 and '20 for those things to you know, turn into cash. So those are some examples.

Got it. Okay. That's helpful. Thanks.

And this concludes the question and answer portion. I would now like to turn the call back over to the speakers for closing remarks.

That concludes all our remarks. Thank you for all your time and attention.