Ladies and gentlemen, thank you for standing by, and welcome to the Brandywine Realty Trust Second Quarter 2020 Earnings Conference Call. At this time, all participants’ lines are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session.

[Operator Instructions] Please be advised that today’s conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. Jerry Sweeney, President and CEO. Sir, you may begin..

deals progressing but execution uncertain – timing of that uncertain, and we’re targeting the next 90 days, about 24% or 254,000 square feet; deals progressing, but too early to tell when they would actually could execute it, about 900,000 square feet or over 60% of the pipeline. And that’s really the noticeable change.

Since April’s call, many more deals have advanced from the on hold due to COVID, which right now comprises about 14% of that current pipeline into the deal progressing, but too early to call. So tenants are slowly beginning to refocus their attention on their office space requirements.

On the capital front, we’re really delighted to announce a joint venture on our One and Two Commerce Square buildings in Philadelphia.

The joint venture is with an extremely high-quality global institutional investor who’s making their first office investment in Philadelphia, which, from our perspective, further demonstrates the attractiveness of our Philadelphia market to institutional investors and really validates investors’ perception on Brandywine’s ability to create value.

Our investor has requested that we do not disclose their name in certain terms of the agreement at this point in time. But the general framework of a venture meets many, many of our key objectives.

It’s $115 million preferred equity investment which represents 30% of the venture’s capitalization at a total value of $600 million or $316 per square foot, which we believe is an exceptionally strong pricing. The going-in cap rate is 5.1%.

That cap rate improves based upon the rollover, but we really view that as simply a data point due to the pending level of vacancy and the value-creation opportunity. So right now, over 97%, that does drop to 70% over the next 18 months.

After providing for payments for transitional leases and closing costs, Brandywine received over $100 million of net proceeds, which, as Tom will amplify, added to our excellent liquidity position. The transaction is a 70-30 joint venture with shared control on decisions.

And while we can’t close some of the specific terms, we can share that our partner’s targeted rate of return on an all-in basis is in the very low double digits. So we view it as very effectively price capital. It provides for the same level of returns on preferred equity with a liquidation preference upon a capital event to our partner.

And in return for that preference, Brandywine receives a significant promote structure upon a capital event. Both Brandywine and our partner have each committed $20 million of incremental capital to reposition the properties and re-tenant known vacancies. We will continue to manage and lease the property.

Frankly, due to the leasing status and the price, the transaction will have minimal dilution, less than $0.01 a share on 2020 earnings and will improve our net debt-to-EBITDA ratio by approximately between three and four turns between now and the end of the year.

The transaction does reduce our forward rollover exposure by 1.8 million square feet in our wholly-owned portfolio. And Brandywine will also recognize a gain of about $270 million on this transaction. Very important point to note in the structure.

Given the state of the debt markets and the near-term rollover profile this property, we closed the venture with the existing $221 million mortgage in place at selling at 37% loan-to-value.

As leasing progresses and the debt markets continue their recovery, we plan to refinance at a higher LTV, thereby affording both Brandywine and our partner another opportunity to generate liquidity. And speaking of liquidity, the company is in excellent shape, as outlined on Page 4 of our supplemental package.

We are projecting to have a $500 million line of credit availability at year-end 2020. And if we refinance rather than pay off an $80 million mortgage later this year, that liquidity increases to $580 million. We have only one $10 million mortgage that matures in 2021, we have no unsecured bond maturities until 2023.

We anticipate generating $55 million of free cash flow after debt service and dividend payments for the second half of 2020. And our dividend remains extraordinarily well covered with a 56% FFO and 75% CAD payout ratio. So if those items addressed, let me just spend a few moments on our development set.

First of all, all of our production assets, that’s Garza and Four Points in Austin, 650 Park Avenue in King of Prussia and 155 in Radnor, are all fully approved, fully documented, fully ready to go, subject to identifying pre-leasing.

And as we’ve noted previously, these are near-term completions that we can complete within four to six quarters and their individual costs range between $40 million and $70 million. As you might expect, we didn’t really make any significant advancement in our deal pipeline of almost 600,000 square feet during the quarter.

And frankly, don’t really anticipate any significant advancement of some of these major discussions until the crisis begins to abate and there’s more focus on return to the workplace.

In looking at our existing development projects on 405 Colorado, look, this exciting addition to Austin’s skyline remains on track for completion in the first quarter of 2021 at a very attractive 8.5% cash-on-cash yield. We have a pipeline of 125,000 square feet.

But frankly, as I noted on the production assets, we don’t expect any significant decision-making to occur until after the crisis begins to abate. On the Bulletin Building, the latest report that’s now been placed in service at 94% occupancy and 98% leased. The property will stabilize on schedule in the fourth quarter of 2020.

3000 Market Street is a 64,000 square foot life science renovation that we undertook in -- within Schuylkill Yards. As noted last quarter, we did sign a lease with one of our existing life science tenants, Spark Therapeutics, who has taken the entire building on a 12-year lease.

We expect that lease will commence in the third quarter of next year and deliver a development yield slightly north of 9%. Quickly looking at Broadmoor and Schuylkill Yards.

At Broadmoor, we continue fully advancing our development plans on Block A, which is 360,000 square feet of office and 340 apartment units, and we’ve gotten through final design in pricing. And we’ll be in a position to have all that ready to go by the end of Q3 this year, subject to financing and pre-leasing.

Schuylkill Yards -- within Schuylkill Yards, we really continue a very, very strong life science push. The overall master plan for Schuylkill Yards provides at least 2.8 million square feet can be life science space. So we really do view that we have a tremendous opportunity to establish a full ecosystem.

3000 Market and the Bulletin Building conversions I just mentioned to life science really evidences the first part of that pivot to create a life science hub.

We are also well into the design, development and marketing process for a 400,000 square foot life science building with the goal of being able to start that by Q2 2021, assuming market conditions permit. Finally, we are converting several floors within our Cira Centre project to accommodate life science use.

The aggregate square footage for that converted space is 56,000 square feet, and we have a current pipeline of 137,000 square feet for that space. Schuylkill Yards West, our residential office tower, is fully approved to go and ready, subject to finalizing our debt and equity structure.

We have also modified the design of the office component to accommodate some level of life science use. As I mentioned last quarter, and we’ll mention again this quarter, the COVID-19 crisis has clearly had a big impact upon the timing of moving forward this project and getting the financing in place.

We continue to work with our preferred equity partner, but the crisis has clearly slowed the place of procuring and finalizing both the equity piece, as well as the debt piece. We do remain optimistic that we’ll get this across the finish line as soon as the situation returns to some level of normalcy.

In general, we do continue to maintain a very active dialogue with a broad cross section of institutional investors and private equity firms.

In addition to our Commerce Square announcement, we continue to explore other asset level joint ventures that will both improve our return on invested capital and continue to enhance our liquidity and provide growth capital for development pipeline.

These discussions are active and ongoing and they certainly encompass both our Broadmoor and Schuylkill Yards projects. One final note is – that we noted in our press release, is we normally provide – we would normally have provided 2021 earnings forecast during our third quarter earnings cycle.

Based on the current uncertain business climate, we will not provide that 2020 guidance as part of our third quarter call, but we do plan on issuing guidance no later than our fourth quarter earnings cycle. Now turning the mic over to Tom, who will provide an overview of our financial results..

Thank you, Jerry. Our second quarter net income totaled $3.9 million or $0.02 per diluted share, and FFO totaled $57.7 million or $0.34 per diluted share. Some general observations regarding the second quarter results.

Operating results were generally in line with our first quarter guidance with a couple of items to highlight on our portfolio operating income, we estimated $8 million – $80 million in portfolio NOI, and we were $1.1 million higher than that.

While we did have parking being about $1 million below our anticipated reduced parking level, primarily due to the transit and monthly parking. We did have lower physical occupancy, and therefore sequential operating expenses were lower, and we experienced higher operating margins in 2Q 2020, offsetting the lower parking income.

Interest expense improved by $0.8 million, primarily due to lower interest rates than forecast. Our second quarter fixed charge and interest coverage ratios were 3.4 and 3.7 times respectively. Both metrics were similar to the second quarter of 2019. As expected, our second quarter annualized net debt to EBITDA increase.

The increase to 7.0 times was primarily due to the lower anticipated sequential EBITDA outlined in the prior quarter. Adjusting for the Commerce Square transaction on a pro forma basis for the second quarter, that 7.0 would decrease to 6.7.

Two reporting items to highlight for the second quarter cash collections, as reported, overall collection rate for the second quarter was a very strong 99.6%, based on actual quarterly billings. However, if we did include the second quarter deferred billings, our core portfolio collections rate would still have been a very strong 97%.

In addition, cash same-store, as outlined on Page 1 of our supplemental, we have included $2.3 million of rent deferrals in our second quarter results.

While not billed during the quarter, we feel this presentation is more accurately representing our current same-store metrics with normalized ongoing forward results not inflated by the subsequent deferred cash receipts. Looking then to third quarter guidance.

Looking forward, we have portfolio operating income will total approximately $74 million and will be sequentially lower by $7.1 million. This decrease is primarily due to Commerce Square JV. The joint venture will result in deconsolidation of the property and that will lower the NOI by $7.5 million.

One good pickup on the other side is there’s $1.2 million of incremental income for the Bulletin Building, which has been placed into service in June and the building is now 94% occupied.

FFO contribution from our unconsolidated joint ventures will total $6.5 million for the third quarter, which is up $4.1 million from the second quarter, and that’s primarily due to Commerce Square joint venture, which has been deconsolidated effective with our earnings yesterday.

For the full year 2020, the FFO contribution is estimated to be $19 million. G&A for the third quarter will total $7.3 million and will be sequentially $1 million lower than the second quarter. This is primarily due to lower compensation award amortization, and it’s pretty consistent with prior years.

Full year G&A expense will approximately $31 million. Interest expense will be $1.5 million sequentially compared to the second quarter and will total $18 million for the third quarter, with 94.5% of our balance sheet debt being fixed rate at the end of the second quarter.

The reduction in interest expense is primarily due to the $100 million of net proceeds received from the Commerce Square joint venture, paying off our line of credit at Commerce Square mortgage debt and then also the Commerce Square mortgage debt will now be deconsolidated.

Capitalized interest will approximate $1 million for the third quarter and full year interest expense will approximately $76 million. We extend – we plan to extend our Two Logan mortgage beyond the August 1 maturity date, and we are looking to either pay that off or have it extended and we’ll be working on that during this quarter.

Termination and other fee income, we anticipate terminations and other income totaling $2.2 million for the second – for the third quarter and $10.5 million for the year. Net management leasing and development fees will be $4 million and will approximate $10 million for the year.

We have no plan land sales and tax provisions of any significance, no anticipated ATM or additional share buyback activity. In our guidance for investments, we have only the two – one property in Radnor, Pennsylvania that we will acquire for $20 million, and that is scheduled for redevelopment. So we know generating of earnings of any kind in 2020.

Looking at our capital plan, as we outlined, we have two development projects in our 2020 capital plan with no additional developments plan for the balance of the year. Based on that, our CAD range will remain at 71% to 78%.

And uses for this year will total $285 million, $67 million of development, $65 million of common dividends, retained – revenue creating will be $25 million, revenue maintain will be $27 million, mortgage amortization of $1 million. We are including the $80 million payoff of the mortgage at Two Logan and the acquisition of 250 King of Prussia Road.

Sources for all those uses are cash flow from – after interest payments, $115 million, $100 million of net proceeds from Commerce Square joint venture, we’re going to use the line of credit for $39 million, cash on hand of $21 and land sales of $10 million.

Based on the capital plan outlined, we’re in excellent position on our line of credit and liquidity. We also project that our net debt will range between 6.3 and 6.5. It will likely be at the low end of that range as a result of the Commerce Square joint venture, which has reduced our leverage in the second quarter.

In addition, our net debt – our debt to GAV will approximate 38%, which is down from 43%, primarily again due to the joint venture improvement in that metric. In addition, we anticipate our fixed charge ratio will continue to approximately 3.7 on an interest coverage basis and 4.1 – 3.7 on a debt service coverage and interest coverage will be 4.1.

I’ll now turn the call back over to Jerry..

Great, Tom. Thank you very much. Thanks. With that wrapping up, we’re delighted to open up the floor for questions. [Operator Instructions] Thank you..

Thank you. [Operator Instructions] And our first question comes from Steve Sakwa from Evercore ISI. Your line is open. Please check that your line is not unmute..

Sorry. The Commerce Square JV, I know you provided a bunch of detail there, but obviously, the preferred structure is a little bit different than what we've seen on kind of straight-up joint ventures.

So I'm just kind of wondering how the discussions went when you went to bring this asset to market and sort of the pros and cons of doing it this way with maybe a bigger upside promote versus maybe protecting kind of the investor on their return. It seems like they wanted a little bit more downside protection..

Yes. Hey, Steve. Great question. I think, certainly, the macro environment played into the overall structuring of the deal. I think from our perspective, Commerce Square is a wonderful trophy-quality asset. We have a lot of churn, as everyone on this call knows, over the next several years.

We knew that, that would have a call on capital as well as an earnings impact over the next couple of years, and we knew that was creating a bit of an overhang in terms of a catalyst for moving our stock price.

So we were certainly motivated to try and find a co-investment partner who would help us, number one, recognize attractive point-of-entry pricing; two, create an opportunity for us to both through the creation of the venture as well as from the leverage aspect of it, created a capital capacity increase for us overall as a company.

And I think as the discussions progressed, our investor, who, again, when they announce, they will be a well recognizable and incredibly well-regarded name, their focus, given the rollover of the portfolio coming up, was to have some level of liquidation preference that would provide them some downside protection.

And from our perspective, given the point-of-entry pricing we were able to achieve, the low cap rate going in, the amount of liquidity this would generate for our company, the capacity to delever and then also provide some liquidity for other uses for the organization, we thought that was a fair trade, particularly given our ability to create a significant promote structure that we think will deliver significant returns to our shareholder base once we're able to execute on re-leasing that space, as we know that we would.

And I think the -- when we looked at the overall cost of this equity being in the very low double digits, we thought that was very effectively priced compared to a number of other options that we see out in the marketplace..

Okay, thanks for that color. And I guess, maybe just circling back. Obviously, there's a number of leasing issues that you need to deal with. You've been pretty transparent on laying those out.

Can you maybe just walk through some of the kind of major time lines? And you've sort of talked about new leasing kind of being on hold until there's a lot more clarity on the pandemic.

So how much longer do you think or how further out do these leasing assignments take? And just trying to sort of think about 2021 and sort of the risk to earnings at that point. If these things aren't going to get leased this year, sort of makes maybe the 2021 numbers a bit challenged..

Yes. Look, it's premature to preclude that because we're -- number one, it's such a dynamic climate that no one's really sure exactly what the acceleration will be.

I mean, I will share with you, I mean, a lot of our senior executive -- my conversations with both tenants and with brokers who are repping those tenants really do expect there will be an acceleration in demand in a compressed period of time because we're essentially looking at almost two quarters of definitive activity being delayed.

That doesn't change the reality of the platform these companies face in terms of their office requirements. So that's honestly, Steve, one of the reasons why we're being so active in talking to not only our tenants, but also really maintaining very effective dialogue with our prospects, because those decision points will come.

They may come -- they didn't come by July, but maybe they come by September. And I think we want to make sure that we've advanced all of those discussions to the point where we can execute fairly quickly. Look at that stat we gave on a percentage of deals that have moved from -- on hold from COVID to basically in process but timing uncertain.

We view that as a very good harbinger for the office market in general, that a lot of tenants are really focused on, okay, I've got a lease coming up in 2021 or I've got this happening, what am I going to do? And we think that's a very positive sign.

But I think when you bring that back to kind of the Brandywine landscape, and George, maybe you can chime in here as well, I -- when we take a look at our larger leasing exposures, particularly now, excluding Commerce Square, which will not be a wholly owned asset. SHI, as I mentioned, we've got about 80% done. Most of that will be occupying.

We had a major rollover in Conshohocken. That's for next year. That's been pretty much all put away. But George, maybe fill in some of those other blanks..

Yes. I think at the Macquarie space, albeit now in a joint venture, 35% of their 150,000 square foot rollover, we've re-let at favorable terms. We feel -- again, high-quality space. Northrop Grumman, obviously, is a large one in Dulles Corner, expiring 12/31 of 2020.

And again, I think we're leaving all of our options in play there, whether that's renovating the building, potentially doing a joint venture or an outright sale of that building.

And we've started to see some level of touring down in that Northern Virginia market, in particular, at that building as some large requirements are now starting to at least surface, albeit their timing is still to be somewhat undecided.

The balance of the SHI space, which is about 35,000 square feet, we've got good levels of pipeline there to kind of put the rest of that away. The 80% we've already leased there, commences in the fourth quarter, so we get the occupancy to pick up again when that rolls around.

And then we've had, as Jerry alluded, a lot of conversations with our larger 2021 expirations and even some that are now on the 2022 horizon, who are now starting to think about what do I need to do, maybe it's just kick the can down the road 12 to 24 months, and then some actually talking about doing something longer term..

Great. Thanks a lot..

Thanks, Steve..

Thank you. Our next question comes from Jamie Feldman from Bank of America. You line is open..

Thank you. Good morning..

Hi, Jamie..

So I guess, you had $100 million of net proceeds from the JV. A big conversation has been raising capital for development at Schuylkill Yards and Broadmoor, bringing in JV partners.

I mean, how do you think about that $100 million? And where does it get you in terms of your ability to finance more than maybe you previously expected on your own balance sheet for these developments? And then also, can you expand the JV to raise more capital? And do you think we'll see more like this in the future to help?.

Yes. I guess, Jamie, a couple of observations. One is, we felt as though raising liquidity through one of our existing assets that was really turning into a value creation opportunity was a good thing for us to do right now.

It helped us, again, create capacity and cash and did so on a property where we had a very large, fortunately, a very large embedded gain. And it's a great price point for, I think, this marketplace in terms of the cap rate. We would certainly hope we would have the ability to do some other things with this partner.

And as I kind of touched on from a broader standpoint at the end of the comments, we have a whole range of discussions underway with potential partners for Broadmoor, Schuylkill Yards.

Certainly, the life science element of Schuylkill Yards has been a major drawing card for broadening our potential investor base, and it is still an opportunity zone fund.

And while I think some of those deals, honestly, Jamie, have been a little slow in the gestation process, they're really beginning to re-ramp up as people are focusing on potentially a different tax climate over the next couple of years.

So I think we're very encouraged with the level of private equity, institutional partnership potential we have out there. And we thought that getting the Commerce Square transaction across the finish line, really, to our shareholders would show that, number one, we've really further enhanced what we thought was a very strong liquidity position.

And as you know, in times like this that having the stronger liquidity, the more opportunity set you have, whether that's for us increasing our ownership stake in some development projects, whether that be -- or whether it be Schuylkill Yards or Broadmoor.

That has a lot of value when we're talking to some of these investors who are really focused on how committed the sponsor is economically to the project.

So we thought by having some additional liquidity optionality for us in these venture discussions, that would help us improve the overall economic returns we could craft because we had more liquidity to commit to those projects.

It also does provide the additional liquidity for us to look at other growth opportunities, whether that's on deploying these production assets, which we have always focused on being wholly owned or other options that may come our way in this type of market climate..

Okay, thank you. And then we appreciate the color on lease discussions over the next year or so. Two questions on that.

Number one, as tenants have come back to you and confirmed their space needs, I mean, are you seeing a change in how they're using their space in terms of redesign, more -- based on either more work from home or just a different build out that they plan longer term? And has that led to either more or less – taking down more or less space? And then secondly, you have this 13% likely to vacate, about 100,000 square feet.

How does that compare to a normal year at this time?.

Okay. Great question. George, why don't we tag. I'll start off and….

Sure..

Look, I think one of the interesting things we did, Jamie, a couple of months ago as part of our reach -- formal reach out and survey to tenants was asking them about their space. Based upon the -- when I say space, their space configuration.

Based on a lot of the feedback we've got, we've actually launched an initiative to provide of free space planning services to any of our tenants who request that. Now certainly, look, some of our large tenants have their own infrastructure in place.

But in a company like ours, where the average tenant size is at 8,000 square feet or so, a lot of those tenants are looking for guidance.

I think general themes we're hearing are that tenants are looking for ways to create more distancing within their space, whether that is changing the profile of their workstations or increasing their 6 by 6 workstations to 8 by 10 and a higher profile -- higher walls is a key consideration.

We're certainly spending a lot of time working with tenants on creating demandable partitions that we can put up within their space. So there's a clear bias, I think, on the part of a lot of our tenants to look at how they can reconfigure their space. It's too early, frankly, for us to tell whether that will generate net new space requirements.

But I think it will create situations where probably some of the common area space allocations in some of our tenants will be compressed and be redeployed to create workstations or private offices.

We would hope to have more visibility on that in the next 60 to 90 days as we're now really at the early stage of getting some definitive feedback from our tenants..

Yes. And I think, Jamie, this is George, to amplify on some of that. The likely to vacates -- look, I think it was only eight tenants that clearly, as of today, said, we're going to leave. Three of them consolidated into other leased space that had a longer lease life than what they had with Brandywine.

Two of them were already subletting their space, so there was no hope of them renewing it. Our discussions now turn to the subtenant to try and negotiate something directly there. Two did identify that they are shifting to a work-from-home model. And one had already vacated, although still financially performing under the lease.

So I think in terms of where we would be in terms of some of that forward visibility, absent COVID, we’d probably have more of a sample size than 8 at this point. I think that's why 65 prospects and almost 600,000 square feet are -- it's just too early to make a commitment.

They need to kind of understand when am I bringing my people back, how am I bringing my people back and what accommodations will they have to make for their people once they do come back from that work-from-home environment. So….

Okay. I appreciate the color. Thank you..

Thanks, Jamie..

Thank you. Our next question comes from Craig Mailman from KeyBanc Capital Markets. Your line is open..

Good morning.

Jerry, I know you can't disclose all of the details of the JV, but when is the first kind of remeasurement period for the promote?.

The remeasurement period….

When would you guys be in the promote? When is the first opportunity to get a promoted interest? I know you kind of said once you get some leasing done.

Or is it solely on the sale of the asset?.

It's primarily upon a sale or recapitalization of the assets, Craig..

Okay.

So as you guys for the new financing on there at that point, you could be in the promote?.

It's conceivable, yes. I mean, it's certainly the -- one of the interesting bridges we've built here is that even though the debt markets have really come back, particularly for office assets with long-tenured leases, it's still not quite there yet in terms of proceeds on value-add transactions.

So with our partner, we made the decision to kind of close the venture with the existing debt in place, which, I think as I touched on, is below 40% loan-to-value. We've got new money capital committed by both Brandywine and our partner of $20 million each to reposition the asset.

So we would think that, certainly, given the pipeline, even George had touched on, we should be in a good position to look at refinancing this in the next 12 to 24 months..

Okay. And then I know we've talked a lot about Broadmoor and Schuylkill and maybe putting JV financing on those assets. But in the past, you've also talked a lot about Cira and some other kind of stabilized assets.

I mean, depending on when the debt market kind of settles out and where it settles out, I mean, are there talks about doing more of these type of JVs to finance the developments and maybe not give up as much as you might otherwise give up in pre-construction kind of joint ventures?.

Yes. Look, I think as we've talked before, I think we're in an environment where every option is on the table. I mean, we have an excellent portfolio, great management, operating team and leasing team.

So just as we did something on an asset like Commerce Square, we're starting looking at that, creating some other capital-raising opportunities out of other pieces of our portfolio, similar to what we did with Rockpoint last year and Commerce this year. And we're very mindful of not creating any real complications in terms of our balance sheet.

We also recognize that in today's environment, some of that capital is really looking for great partnerships, good sponsorship and the ability to grow. So we are having some discussions with groups on creating growth vehicles for certain submarkets and certain product types.

And to the extent we were able to raise some additional liquidity for that, then I think, certainly, as I mentioned to the other question, having that additional liquidity broadens our perspective on what we can and cannot do with some of these development transactions. That's certainly a big driving focus we have within the organization..

And then just lastly, on the Cira conversion of life science, I mean, how -- do you guys have the systems in place to convert easily? Or is this going to be kind of a minor overhaul to HVAC and other kind of systems? And are there any other buildings you guys are looking to kind of benefit from the life science demand in Philly to kind of broaden your offerings?.

Yes. Look, in Cira Centre, I mean, the infrastructure of that building can accommodate the life science. So the work to make that conversion is primarily upgrading the HVAC and some of the mechanical systems and maybe some additional power loads, fundamentally a fairly easy conversion. Not too dissimilar, quite frankly, Craig, on 3000 Market.

I mean, that was a building where if the infrastructure -- or superstructure of the building and its component parts are accommodative in terms of volume and capacity capability, it's something we can certainly do.

And we are looking at other builds within our portfolio, particularly some assets in the suburban counties where there's -- in the Philadelphia suburban area, there's a growing presence by pharma and life science companies. There may be other opportunities for us to convert some of our existing assets to accommodate that use..

Okay. And I think you said in the past that you guys have looked at Schuylkill, some tenants don't want to mingle with life science.

Is that an issue at all? Do you have some legacy kind of office sense in these buildings? Or as you look to put a life science tenant in a predominantly kind of just traditional office setting? Are there any issues with the tenants mixing?.

I think it's really a tenant-specific concern. I think when we -- we were talking about this before, we're really engaged with one tenant who really was very focused on not having -- not being in an environment with life science or lab space.

I think that was more -- that's proven to be much more of an exception condition as opposed to a governing principle.

So in all of our dispersion of discussions with folks, whether it's life science tenants at Cira Centre or within Schuylkill Yards or some other locations, we've yet to really encounter any resistance to having their tenancy in kind of a mixed-use building, its traditional office, incubator office or whether dry lab office..

Okay. Great, thank you..

Thank you..

Thank you. Our next question comes from Manny Korchman from Citi. Your line is open..

Hey, good morning everyone.

Jerry, when we look at the Commerce JV, can you just give us some color on the timing of those conversations and maybe how they changed over time?.

Sure. They really commenced, Manny, sometime in the March time frame. And as the macro climate changed, I think we've both pivoted to reaching a structure that work for both of us..

And was there any part in those conversations to have the same partner look at Schuylkill? I see similar flavors, right? It's an asset in Philly. There's lease-up risk, if you will. There's development dollars being put out, obviously, at a different scale.

But was Schuylkill part of the conversations with this partner?.

Schuylkill was not really -- other than being part of conversation, it was not part of any negotiations..

And then Tom, question for you. I guess commerce and I’ll like to out of your store.

And the amount of vacancy that was going to come in that building, how much of an impact does that have on the same-store stat -- or same-store guidance that you guys have presented?.

Well, I think -- I'll say, with occupancy, so we did talk about the occupancy in the way that it did negatively impact us for the second quarter. It will not be an impact going forward, even though we're taking a hit initially, because of the no move out of Macquarie, which does happen at the end of July.

So that move out would have been a negative impact to the same-store. So from our standpoint, that was the case. When we looked at the -- for the occupancy. On the same-store, we do expect that there will be a pickup more next year than this year on the same-store impact as opposed to this year.

So we didn't -- we moved our range on the same-store by about 100 basis points. That's primarily due to the parking. Some of that parking is actually in Commerce Square. But it really didn't have a dramatic impact this year on the full year if we had put it in or out. That reduction in the same-store was mainly due to the parking.

Next year, though, we would anticipate, as we roll out guidance, that we're going to see an improvement on the same-store because those no move-outs will be out there. And that would include Reliance, which leaves at the end of -- at 12/31 of 2020, so that space is going to go down. That's about 140,000 square feet starting 1/1 of next year.

So there'll definitely be some tailwind to our same same-store for next year with that coming out..

But I guess, maybe I'm confused as to why Commerce, given the size of the building and the contribution to your overall NOI and the changing NOI situation there, why that wouldn't have provided some lift to just the guidance stat? Just because the pool changed, not because anything happened with actual tenancy, but just the change in the pool, wouldn't that have changed that guidance that more?.

Well, the guidance, I'll let George chime in. I think on the guidance, though, it's really -- we're giving guidance on sort of not what the -- as what the percentage change is from year-over-year.

And with this year, when we look at the weighted average occupancy of where Commerce was for 2020, if it was in all of 2020, and then where it will be next year, it was going to certainly be a damper. If you took a look at how much contribution, it would have been to the same-store pool between 2020 and 2021.

It was certainly going to go down with those no move-outs with Macquarie and Reliance. So I don't know if that answers your question on that side. Maybe George can chime in, but that's how I think of it for 2021, how it's going to benefit..

Yes. I mean, Commerce's same-store performance in 2020 was positive during the first half of the year because -- just because some of the leasing that we had done on vacant space in 2019 and then that same-store characteristic kind of shifted to negative in the second half of the year with the known move out of Macquarie.

So the two building kind of combination was somewhat of a flat same-store asset 2020 versus 2019. And then as Tom alluded, it would have been a much more worse same-store 2021 versus 2020 with the additional move out of Reliance in McCormick and Taylor, even though some of the backfill will commence in 2021..

Thanks, guys..

Thank you..

Thank you. Our next question comes from Michael Lewis from SunTrust. Your line is open..

Great, thank you. On Commerce Square, you explained the structure of the lease expiration schedule and how that impacts the cap rate and the pricing.

At $315 per square foot, does this sale tell us anything about the value of the rest of your Philly CBD portfolio? Or do you think this is kind of unique and doesn’t give us that much information?.

Yes. Look, I think the pricing of the $600 million and the $315 per square foot, I think given the near-term rollover in the property, I think, says very good things about the stabilized returns that we’re realizing off of our other Philadelphia-based assets. I think we’re, frankly, very happy with the pricing.

It’s not too far off what we thought was very good pricing on the Mellon Bank Center deal at 1735. That was a completely stabilized asset with no rollover at all. And that was $20 or $25 a square foot higher than ours. So we thought it was very good pricing, quite frankly.

And certainly, the cap rate, I thought, spoke very well of the of how quality institutions, and certainly, our partner is a top-quality one, kind of viewed the growth potential within the city of Philadelphia.

So I think from our perspective, the point-of-entry pricing where we’re in that level with that kind of rollover exposure, certainly, from an investment-based standpoint, as I touched on, we’re generating about a $270 million gain or about $140 a foot.

And even on a gross basis, based on acquisition of all capital put in, it’s $100 a square foot gain. We thought that was a very good, Michael. So we thought that – we think it’s a great read through, to tell you the truth, on the strength of the market because the point-of-entry pricing is solid.

But more importantly, if you take a look at the climate we’re in today, to have the focus going forward of generating a great value opportunity – value-creating opportunity we thought was very strong..

Yes. I think everybody is wondering about value, so it’s good to have a data point. And then my second question is about leasing, kind of a short-term and long-term look. In the short-term, I think last time we spoke, Dechert and Blank Rome have been close to signing renewals. I’m wondering if that’s still the case.

And then kind of broader, George mentioned two tenants that are moving to work from home.

Are you seeing signals in the portfolio that this is really a sea change moment in your business where there may be a wave of this coming? Any signals of that?.

A couple of parts to that question. We’ll take – George and I will take it separately. The – I think on Blank Rome and Dechert, we continue to have great dialogue. So no real change on that other than the passage of time and summer vacation schedules for folks. So I think we continue being very positive on how those discussions will wind up.

Michael, on your broader question, I honestly think it’s too early to tell. I mean, we’re hearing very conflicting data points. And I think we have in the supplemental package kind of a pie chart that talks about how tenants see the impact of the virus on their business, and most folks are fairly positive or neutral.

We are hearing generally from all of our tenants that they can’t wait to get back to the workplace, that while working from homes seems to be an adequate way of triaging business maintenance, the level of productivity that comes from working in a dynamic, collaborative environment, it far exceeds what I think people are realizing right now.

So it’s kind of incredibly incremental progress that companies are making right now. And I think – certainly, as I talk to a lot of our major tenants, they can’t wait to get back in. I think that the phenomena of work from home had already been there, but it was at a lower pace.

So I think it’s opened the eyes of a lot of companies that they can probably provide more flexibility to their workforce and not have the productivity decline that they might have feared before; that they can maintain a level of productivity by having work from home being part of their kind of standard personnel protocols.

I think as we’re talking to tenants today, obviously, the macro situation is of concern. But I don’t think issues of mass transportation and schools seem to be the most often discussed topic, the topics that are governing when tenants view themselves returning to the workplace on mass.

So in Philadelphia Metropolitan area, we’ve got about 10% of the regional workforce uses mass transportation. We’re certainly not as impacted as in New York City or San Francisco or some other major metro hubs. But that reintroduction of mass trans is going to be, I think, a governor of when people return to the workplace.

But generally, and George, you’re talking to a lot of tenants as well, the ones I talk to are very anxious get back to work. So they’ve been very positive on all the steps that Brandywine has taken to ensure a safe return to the workplace. Even – as I mentioned earlier with one of the questions on being very proactive from a space planning standpoint.

I mean to the extent we can reconfigure space quickly, I think that brings people back even faster.

But George?.

Yes. I think to that point, I mean, I think a lot of tenants are really just thinking about how they can reposition their existing space, turning radiuses within workstation configurations. And the context of the two tenants out of the 673 that we conducted outreach to, two said that they were kind of ready to make that permanent shift.

So I do think it’s extremely early in the cycle, and I’m not sure that those two are necessarily a barometer for the rest..

Got it. Thank you..

Thank you. Our next question comes from Tayo Okusanya from Mizuho. Your line is now open..

Hi, yes, good morning. Just following up on that line of questioning. The leases signed, again, average duration of 24 months ago, which is pretty short.

Can you just talk a little bit about that decision process of signing these short leases? What exactly your tenants are kind of saying to you in regards to the short duration of the leases on the near-term basis?.

Yes. Great question. And I think the general tone of those conversations and the fact that they averaged 24 months, I mean, some simply were 12 months, some were able to do kind of 36, 48.

But in the – for most of them, it was they’ve got something to think about relatively quickly because they’ve got a first quarter 2021 expiration and not knowing necessarily when they will be fully returning and understand everything about their own business. This was just a means to kind of move that decision down the line.

And as a result, we ended up with a lot of them just averaging that 24-month duration. And it softens the exploration curve for us, gives them a little bit more time to understand how they ultimately need to renew on a long-term basis.

And I think thematically, it’s not that much different than a lot of companies like ours experienced during the great financial crisis, where you had a number of tenants who were keeping an eye on kind of the macro uncertainty, who just kind of did shorter-term extensions. For us, it’s a win-win.

It preserves our revenue stream with a little more certainty. As George touched on it, it smooths out our rollover exposure. And frankly, gives our leasing teams and our property management teams another 12 to 24 to 36 months to keep working with that tenant to make sure they understand that Brandywine is their workplace solution.

So I don’t think – we’re looking at the size of those tenants and kind of the composition, I don’t think there’s any read-through on that from the standpoint that tenants are only willing to do short-term extension. I think these were tenancies that had – within 12 or 18-month expiration.

And given the pace of their business, they just didn’t want to deal with thinking about what they want to do in their office space. So we actually thought it was a positive sign that, that many tenants renewed even for a short period of time, but kept all their square footage in place.

So I think looking at it from – through the other window, the fact that none of these tenants were coming back saying, "Hey, I’ll renew, but I’m in 10,000, I only want 1,080 square feet." We thought that was a good harbinger of the thought process that we know a lot of our tenants will go through as they start to think about their long-term space planning requirements..

Great. And just one quick follow-up.

The cap rate on Commerce Square, the 5.1 cap, that is last 12 months NOI before the move out? Did I hear that correctly?.

Yes, that’s based on where it is now, right?.

That’s correct..

Okay, great. Thank you..

Thank you..

Thank you. Our next question comes from Bill Crow from Raymond James. Your line is open..

Thanks. Good morning..

Hey Bill..

Hey Jerry, I appreciate the statistic on the 10% mass transit Houston, Philadelphia.

What is that rate for your CBD tenants?.

Yes. The rate for our CBD tenants is – I could – I might be off here by a little bit, but it’s somewhere around 50%..

50%, 5-0?.

Yes. 5-0, yes..

Okay, great.

Have you all seen a pickup in tours of suburban assets from current CBD tenants that might be looking for either to move out to the burbs or maybe a satellite office closer to their homes?.

No. We – I’ve read a lot about that trend, Bill. And honestly, whether it’s in Philly or D.C. or Austin, we haven’t seen that.

I mean there’s only one example that I could give you where a tenant who’s a CBD tenant did a short-term sublease for several thousand square feet of suburbs just to get people back in to the – into an office environment because their workflow really requires people to work together.

And they just – they were meeting some resistance from their tenant base about using mass transit coming down to town.

An interesting anecdote data point is when we did survey our tenants, after health and safety issues, which were obviously paramount, the next most asked question we got from tenants was could we provide short-term parking for them as they opened up their offices downtown.

And that was one of the reasons why we were thinking that even with the anticipated opening of the city kind of in the early part of the summer, those parking numbers we had last quarter were good because the feedback we were getting from tenants was, hey, if they come back, they don’t want to park, drive in versus take the train.

With the delay of opening up the city, I think that kind of – creates the result we have. But look, I do think there’ll be a transition here. Our regional rail authority is doing a great job trying to get out a message of it’s safe to return. Activity is picking up within the mass transit system.

But until people get a lot more comfort with health issues, I think it’s going to be a slow adoption rate than you might expect for people to take mass transit. We’re fortunate where we have a lot of parking capacity. So to the extent that our tenants need to use parking, we can do that. We run, as you know, several shuttle services within the city.

So we can actually bring people into kind of University City, the park and shuttle them downtown if we need to. So we’ll look at a number of different options to create mobility for our tenants other than just traditional mass transit to help them think through how they get their workforce back to our CBD locations..

Great. And if I can just ask one more, Jerry. We’ve seen a lot of headlines, especially in some of the Pacific Northwest markets, San Francisco, New York, Chicago, the governments, maybe out of necessity, having to become less business friendly, heavier taxation.

Can you just kind of – I know you’re buddies with the folks down in city hall, but just give us an assessment of where Philadelphia is on that spectrum?.

Well, look, I think every city is facing some significant near-term financial issues, and I think almost every city is hoping that some level of federal and potentially state support could augment that.

I think Philadelphia, in particular, given our tax structure, where only about 20% of revenues come in from real estate taxes, balancing from business and wage taxes, is particularly susceptible to revenue variability.

So if you think about the folks who are traditionally working downtown, who live out in the suburbs, they pay wage tax for the time they work in the city. To the extent they are not in the city and they’re working from home, they’re not paying wage tax.

So I think cities like Philadelphia that have kind of a, I’ll call it, an inverted tax structure compared to most cities. We’ll probably face some more short-term budget issues. Philadelphia did have a rainy day fund going into the crisis.

That did pass a stopgap budget that did include raising marginally, at least short-term, a couple of elements of taxation.

But I think that’s a bigger question every city will face in terms of how quickly the revenue base comes back and how they want to deal with that from a structural standpoint, particularly given some of the social equity and economic equity issues that are arising on a nationwide basis.

So we’re staying in as close touch as we can with city leadership, certainly very much focused on articulating a point of view that the best pathway to economic growth is a job and ensuring that Philadelphia has a reasonable platform for job creation. But that’s a much broader discussion of which I’m not even sure what all the issues are, Bill.

So – but we’re saying in close touch with it. And Philadelphia had been on a very good economic growth plan with job creation, employment growth, and we’re certainly hoping that once we get past these hurdles presented by the virus that we can get back on that..

Thanks for the time, Jerry. Appreciate it..

Thank you..

Thank you. Our next question comes from Jamie Feldman from Bank of America. Your line is open..

Great. Just a quick follow-up. Just – can you give us your views on just the expenses of any kind of changes to buildings that tenants may require coming out of this pandemic? I know in the answer to my prior question, you talked about certainly moving space, moving desks farther way, partitioned. I assume that’s not very expensive.

But is there anything maybe that you found since the time – since last quarter when we talked about this that is a meaningful change? And then also, as you think about your new building designs, anything coming out that seems like it will be a standard inclusion in a new building that wasn’t necessarily there before?.

Yes. Great question, Jamie. On the operating front, look, fortunately, we’ve always had a real big focus in our company on MEP and all the mechanical systems. So we were able to really upgrade our filtration systems with really very little cost. I don’t know, George, if you have those numbers. It’s pennies per square foot.

We’re able to do things with our stairwells and other kind of common areas to facilitate better pedestrian flow. So we actually really haven’t experienced, call it, significant structural cost increases to make our buildings safe and healthy.

We are looking at are there situations where we can use UV technology, even improve the filtration systems, is there – are there robotic cleaning techniques we can use that may have some cost upfront but less cost going forward.

So we have a great operating team that works up through George that’s looking at a whole range of different options that maybe you can amplify in a second. And then on the design standpoint, we have gone back and taken a look at all of our development projects and identified where we think we can – we should be thinking.

Some of those relate to – I’ll give you a good example, Jamie, in a couple of our buildings, we’re really taking a hard look at the size and speed of elevators. People are concerned about getting in elevators. And so there’s easy fixes we can have there by dramatically increasing airflow in those elevators.

But there’s also opportunities to either double-stack or increase the size of cabs or increase the speed and using destination technology, create environments where you really do have a touches environment. So for example, at FMC Tower, our elevator systems were always destination.

We’ve reprogrammed them that you just wave your security card to get into the building as a tenant. You don’t touch anything. You just get – you wave security card in front of the screen, tells you what elevator to go to, you get off and you’re up. We think that’s the way of the future.

We’ve – kind of moving away from revolving doors in some of our new buildings to sliding doors. So again, there’s more of a touchless environment. Looking at reconfiguration of some of the lobbies. Certainly moving to more of a well building standard versus just lead.

And looking at opportunities where we can kind of create indoor/outdoor spaces that provide much more fresh air. But that – I think that’s a big topic, Jamie, within just the architectural community as well.

So I know the council for tall buildings is looking at a number of different iterations to kind of think about the workplace and the apartment project of post-COVID world..

Yes. Jamie, I think just in terms of the cost, I mean, given the size of the building, the sophistication of the systems, I mean, we were looking at anywhere from $0.005 a square foot to kind of $0.03 a square foot, depending again on how much additional filtration changes we need to make and the like.

But again, a relatively inexpensive spend, offset by some other savings that we were able to generate while density and occupancy within the buildings was lighter during the second quarter..

Okay, thanks.

And as you think about the new design, I mean, what does that do to construction costs? Is it a meaningful change?.

Not a meaningful change. I think one of the things we are saying, I alluded to in my comments, Jamie, was that a lot of forward pipeline construction pipeline seems to be dissipating. I mean, look, you take a look at Philadelphia, I mean 41% of our employment base is in eds and meds.

There have been large building campaign programs by a lot of the anchor institutions. Slowing – with what’s going on in the academic and health care world, we see some of that slowing down. That creates a bit of a window of opportunity for us to get marginally better pricing.

So where we priced up some of these changes, they’ve not been so significant in scope that they’ve created any material upward pressure on our hardware or soft cost..

Okay. All right, thank you..

Thank you, Jamie..

Thank you. Our next question comes from Daniel Ismail from Green Street Advisors. Your line is open..

Great, thank you. Based on your mark-to-market results and guidance for the rest of the year, it doesn’t appear there’s been a material change in the rental rate environment or your expectations for change in the rental rate environment.

Is that accurate? And also can you touch on the concession rent environment as well?.

That is accurate. And I know there’s a tremendous amount of commentary out there that the office rental rate market will decline. I know there was an increase in overall national vacancy in the second quarter, as you would expect. But Danny, we have not seen that at a ground level at all. It doesn’t mean it won’t happen.

I mean I think certainly, there’s a prospect for more sublease space over the next couple of years. But again, that’s a prospect. We haven’t seen that.

I think if you think – even on this early renewal program, I think we were pretty happy that we were able – we weren’t really getting companies coming back and saying, "Hey, I’ll renew for another two years, but reduce my rent by 10%." And the leases we have in process and frankly, the leasing activity we’ve gotten done has had really no COVID price concessions at all at this point.

But George, maybe fill in the blanks..

Yes. I mean I think in Austin, in particular, continue to see great levels of rent growth, again, not nothing yet that seems to be COVID impacted. Most of our CBD, Philadelphia, rents still growing at a good pace and a lot of the activity this quarter was along the lines of renewal.

So we haven’t really even seen the impact, if there’s going to be a significant one, on kind of tenant improvement as it relates to new space.

But again, I think that will really come down ultimately to existing conditions and how much of that ultimately needs to be potentially demoed and then kind of fit from new depending on whether it’s going to be a heavy office environment or more of an open air workstation environment..

Yes. So I mean, look, I think there’s certainly the possibility of some of those things happening. So I don’t want to say that we’re not focused on those. We just haven’t seen any direct evidence. We haven’t had discussions with brokers who have indicated that they’re going to be looking along those lines.

And I do think that – and this would apply not just to Brandywine, but I think that a number of our public company peers that have really good asset basis. I do think there’s going to be a continued focus on the part of tenants to really upgrade their office stock.

And even the points that George was talking about in terms of our ability to upgrade our MEP systems, that has value. And I think there’s certainly a lot of office buildings in this country that don’t have the same capacity that some of the higher-quality owners have within their existing portfolio.

So we do expect to see and are beginning to see some of the signs of tenants who are kind of in B-quality buildings looking to move up the quality curve because they need to deal with their employee base is looking for of comfort from them that they’re operating in a safe and secure and healthy work environment.

So we’ll add all those things to the list of TBDs over the next couple of quarters..

Makes sense. Thanks, everyone..

Great. Thank you very much, Danny..

Thank you. And that does conclude our question-and-answer session for today’s conference. I’d now like to turn the conference back over to Jerry Sweeney for any closing remarks..

Great. Thank you very much. Thank you all for joining our call. I’m sorry, we ran a little bit longer, but I know there were a lot of really good questions. We look forward to giving an update on our business plan on our third quarter call. In the meantime, please stay self-healthy and as engaged as you possibly can. Thank you very much..

Ladies and gentlemen, thank you for participating in today’s conference. This does conclude the program. You may all disconnect. Everyone, have a wonderful day..