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☒
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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☐
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Maryland
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(Brandywine Realty Trust)
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001-9106
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23-2413352
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Delaware
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(Brandywine Operating Partnership, L.P.)
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000-24407
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23-2862640
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(State or Other Jurisdiction of Incorporation
or Organization) |
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(Commission file number)
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(I.R.S. Employer Identification Number)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares of Beneficial Interest
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BDN
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NYSE
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Brandywine Realty Trust
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Yes
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☒ No ☐
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Brandywine Operating Partnership, L.P.
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Yes
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☒ No ☐
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Brandywine Realty Trust
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Yes
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☒ No ☐
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Brandywine Operating Partnership, L.P.
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Yes
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☒ No ☐
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Large accelerated filer
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☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer
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☒
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Smaller reporting company ☐
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Emerging growth company
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☐
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Brandywine Realty Trust
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Yes
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☐
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No ☒
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Brandywine Operating Partnership, L.P.
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Yes
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☐
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No ☒
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•
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facilitate a better understanding by the investors of the Parent Company and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;
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•
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remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both the Parent Company and the Operating Partnership; and
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•
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create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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•
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Consolidated Financial Statements; and
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•
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Notes to the Parent Company’s and Operating Partnership’s Equity.
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Page
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September 30,
2019 |
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December 31,
2018 |
||||
ASSETS
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||||
Real estate investments:
|
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|
||||
Operating properties
|
$
|
3,995,228
|
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$
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3,951,719
|
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Accumulated depreciation
|
(944,994
|
)
|
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(885,407
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)
|
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Right of use asset - operating leases, net
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21,828
|
|
|
—
|
|
||
Operating real estate investments, net
|
3,072,062
|
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3,066,312
|
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Construction-in-progress
|
151,232
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150,263
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Land held for development
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92,189
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86,401
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Prepaid leasehold interests in land held for development, net
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39,694
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39,999
|
|
||
Total real estate investments, net
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3,355,177
|
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3,342,975
|
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Assets held for sale, net
|
7,349
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11,599
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Cash and cash equivalents
|
29,925
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22,842
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Accounts receivable, net of allowance of $284 and $1,653 as of September 30, 2019 and December 31, 2018, respectively
|
13,872
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|
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16,394
|
|
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Accrued rent receivable, net of allowance of $11,009 and $11,266 as of September 30, 2019 and December 31, 2018, respectively
|
168,960
|
|
|
165,243
|
|
||
Investment in Real Estate Ventures
|
127,759
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|
|
169,100
|
|
||
Deferred costs, net
|
96,202
|
|
|
91,075
|
|
||
Intangible assets, net
|
95,798
|
|
|
131,348
|
|
||
Other assets
|
125,390
|
|
|
126,400
|
|
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Total assets
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$
|
4,020,432
|
|
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$
|
4,076,976
|
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LIABILITIES AND BENEFICIARIES' EQUITY
|
|
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|
||||
Mortgage notes payable, net
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$
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315,603
|
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$
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320,869
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Unsecured credit facility
|
146,500
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92,500
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Unsecured term loan, net
|
248,430
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248,042
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Unsecured senior notes, net
|
1,367,722
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1,366,635
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Accounts payable and accrued expenses
|
119,790
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|
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125,696
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Distributions payable
|
33,759
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33,632
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Deferred income, gains and rent
|
22,707
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28,293
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Acquired lease intangibles, net
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24,050
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31,783
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Lease liability - operating leases
|
22,503
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—
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Other liabilities
|
16,931
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|
18,498
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Total liabilities
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$
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2,317,995
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$
|
2,265,948
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Commitments and contingencies (See Note 13)
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||||
Brandywine Realty Trust's Equity:
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||||
Common Shares of Brandywine Realty Trust's beneficial interest, $0.01 par value; shares authorized 400,000,000; 176,194,918 and 176,873,324 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
1,763
|
|
|
1,770
|
|
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Additional paid-in-capital
|
3,189,350
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3,200,312
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Deferred compensation payable in common shares
|
16,216
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|
|
14,021
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Common shares in grantor trust, 1,105,542 and 977,120 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
(16,216
|
)
|
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(14,021
|
)
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Cumulative earnings
|
787,789
|
|
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775,625
|
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Accumulated other comprehensive income
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(3,550
|
)
|
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5,029
|
|
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Cumulative distributions
|
(2,284,610
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)
|
|
(2,183,909
|
)
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Total Brandywine Realty Trust's equity
|
1,690,742
|
|
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1,798,827
|
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Noncontrolling interests
|
11,695
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|
|
12,201
|
|
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Total beneficiaries' equity
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$
|
1,702,437
|
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$
|
1,811,028
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Total liabilities and beneficiaries' equity
|
$
|
4,020,432
|
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$
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4,076,976
|
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2019
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2018
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2019
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2018
|
||||||||
Revenue
|
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Rents
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$
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139,228
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$
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128,635
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$
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415,113
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$
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382,321
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Third party management fees, labor reimbursement and leasing
|
4,938
|
|
|
4,944
|
|
|
14,041
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|
|
17,531
|
|
||||
Other
|
1,165
|
|
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1,419
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|
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4,224
|
|
|
5,290
|
|
||||
Total revenue
|
145,331
|
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|
134,998
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433,378
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405,142
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|
||||
Operating expenses
|
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||||||||
Property operating expenses
|
38,358
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37,852
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116,542
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115,109
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|
||||
Real estate taxes
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15,247
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12,433
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47,119
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|
37,272
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|
||||
Third party management expenses
|
2,469
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|
2,612
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|
|
7,035
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|
9,605
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|
||||
Depreciation and amortization
|
55,627
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44,141
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158,738
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131,631
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|
||||
General and administrative expenses
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6,974
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5,963
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25,217
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22,209
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||||
Provision for impairment
|
—
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56,865
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—
|
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56,865
|
|
||||
Total operating expenses
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118,675
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|
159,866
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|
354,651
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|
372,691
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||||
Gain on sale of real estate
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||||||||
Net gain (loss) on disposition of real estate
|
356
|
|
|
—
|
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|
356
|
|
|
(35
|
)
|
||||
Net gain on sale of undepreciated real estate
|
250
|
|
|
—
|
|
|
1,501
|
|
|
2,859
|
|
||||
Total gain on sale of real estate
|
606
|
|
|
—
|
|
|
1,857
|
|
|
2,824
|
|
||||
Operating income (loss)
|
27,262
|
|
|
(24,868
|
)
|
|
80,584
|
|
|
35,275
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
558
|
|
|
1,220
|
|
|
1,636
|
|
|
2,564
|
|
||||
Interest expense
|
(20,400
|
)
|
|
(19,257
|
)
|
|
(61,273
|
)
|
|
(58,091
|
)
|
||||
Interest expense - amortization of deferred financing costs
|
(694
|
)
|
|
(618
|
)
|
|
(2,026
|
)
|
|
(1,872
|
)
|
||||
Equity in (loss) income of Real Estate Ventures
|
(1,965
|
)
|
|
1
|
|
|
(4,814
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)
|
|
(1,182
|
)
|
||||
Net gain on real estate venture transactions
|
2,059
|
|
|
—
|
|
|
3,594
|
|
|
37,263
|
|
||||
Net income (loss) before income taxes
|
6,820
|
|
|
(43,522
|
)
|
|
17,701
|
|
|
13,957
|
|
||||
Income tax provision
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(158
|
)
|
||||
Net income (loss)
|
6,820
|
|
|
(43,522
|
)
|
|
17,655
|
|
|
13,799
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
(48
|
)
|
|
342
|
|
|
(155
|
)
|
|
(162
|
)
|
||||
Net income (loss) attributable to Brandywine Realty Trust
|
6,772
|
|
|
(43,180
|
)
|
|
17,500
|
|
|
13,637
|
|
||||
Nonforfeitable dividends allocated to unvested restricted shareholders
|
(93
|
)
|
|
(80
|
)
|
|
(305
|
)
|
|
(280
|
)
|
||||
Net income (loss) attributable to Common Shareholders of Brandywine Realty Trust
|
$
|
6,679
|
|
|
$
|
(43,260
|
)
|
|
$
|
17,195
|
|
|
$
|
13,357
|
|
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per Common Share
|
$
|
0.04
|
|
|
$
|
(0.24
|
)
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted income (loss) per Common Share
|
$
|
0.04
|
|
|
$
|
(0.24
|
)
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
176,195,244
|
|
|
178,602,622
|
|
|
176,066,507
|
|
|
178,515,993
|
|
||||
Diluted weighted average shares outstanding
|
176,750,600
|
|
|
178,602,622
|
|
|
176,617,726
|
|
|
179,752,544
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
$
|
6,820
|
|
|
$
|
(43,522
|
)
|
|
$
|
17,655
|
|
|
$
|
13,799
|
|
Comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on derivative financial instruments
|
(1,586
|
)
|
|
734
|
|
|
(9,209
|
)
|
|
7,008
|
|
||||
Amortization of interest rate contracts (1)
|
188
|
|
|
293
|
|
|
582
|
|
|
898
|
|
||||
Comprehensive (loss) income:
|
(1,398
|
)
|
|
1,027
|
|
|
(8,627
|
)
|
|
7,906
|
|
||||
Comprehensive income (loss)
|
5,422
|
|
|
(42,495
|
)
|
|
9,028
|
|
|
21,705
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interest
|
(40
|
)
|
|
333
|
|
|
(107
|
)
|
|
(228
|
)
|
||||
Comprehensive income (loss) attributable to Brandywine Realty Trust
|
$
|
5,382
|
|
|
$
|
(42,162
|
)
|
|
$
|
8,921
|
|
|
$
|
21,477
|
|
(1)
|
Amounts reclassified from comprehensive income to interest expense within the Consolidated Statements of Operations.
|
|
Number of Common Shares
|
|
Number of Rabbi
Trust/Deferred
Compensation Shares
|
|
Common Shares of
Brandywine Realty
Trust's beneficial
interest
|
|
Additional Paid-in
Capital
|
|
Deferred Compensation
Payable
in Common
Shares
|
|
Common Shares in
Grantor Trust
|
|
Cumulative Earnings
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Cumulative Distributions
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||||
BALANCE, beginning of period
|
176,873,324
|
|
|
977,120
|
|
|
$
|
1,770
|
|
|
$
|
3,200,312
|
|
|
$
|
14,021
|
|
|
$
|
(14,021
|
)
|
|
$
|
775,625
|
|
|
$
|
5,029
|
|
|
$
|
(2,183,909
|
)
|
|
$
|
12,201
|
|
|
$
|
1,811,028
|
|
Cumulative effect of accounting change
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,336
|
)
|
|
|
|
|
|
|
|
(5,336
|
)
|
||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
4,523
|
|
|
|
|
|
|
60
|
|
|
4,583
|
|
|||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,469
|
)
|
|
|
|
(14
|
)
|
|
(2,483
|
)
|
|||||||||||||||||
Repurchase and retirement of Common Shares of Beneficial Interest
|
(1,337,169
|
)
|
|
|
|
(13
|
)
|
|
(17,268
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,281
|
)
|
||||||||||||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
|
22
|
|
||||||||||||||||||
Share-based compensation activity
|
465,883
|
|
|
41,342
|
|
|
4
|
|
|
3,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,677
|
|
|||||||||||||||
Share Issuance from/(to) Deferred Compensation Plan
|
(458
|
)
|
|
(5,920
|
)
|
|
|
|
|
|
619
|
|
|
(619
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Reallocation of Noncontrolling interest
|
|
|
|
|
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
(57
|
)
|
|
—
|
|
|||||||||||||||||
Distributions declared ($0.19 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,560
|
)
|
|
(187
|
)
|
|
(33,747
|
)
|
|||||||||||||||||
BALANCE, March 31, 2019
|
176,001,580
|
|
|
1,012,542
|
|
|
$
|
1,761
|
|
|
$
|
3,186,774
|
|
|
$
|
14,640
|
|
|
$
|
(14,640
|
)
|
|
$
|
774,812
|
|
|
$
|
2,560
|
|
|
$
|
(2,217,469
|
)
|
|
$
|
12,025
|
|
|
$
|
1,760,463
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
6,205
|
|
|
|
|
|
|
47
|
|
|
6,252
|
|
|||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,720
|
)
|
|
|
|
(26
|
)
|
|
(4,746
|
)
|
|||||||||||||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
3
|
|
||||||||||||||||||
Redemption of LP Units
|
1,245
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
(16
|
)
|
|
—
|
|
||||||||||||||||
Share-based compensation activity
|
94,150
|
|
|
|
|
2
|
|
|
1,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,451
|
|
||||||||||||||||
Share Issuance from/(to) Deferred Compensation Plan
|
100,908
|
|
|
100,908
|
|
|
|
|
|
|
1,599
|
|
|
(1,599
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Distributions declared ($0.19 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,571
|
)
|
|
(187
|
)
|
|
(33,758
|
)
|
|||||||||||||||||
BALANCE, June 30, 2019
|
176,197,883
|
|
|
1,113,450
|
|
|
$
|
1,763
|
|
|
$
|
3,188,239
|
|
|
$
|
16,239
|
|
|
$
|
(16,239
|
)
|
|
$
|
781,017
|
|
|
$
|
(2,160
|
)
|
|
$
|
(2,251,040
|
)
|
|
$
|
11,846
|
|
|
$
|
1,729,665
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
6,772
|
|
|
|
|
|
|
48
|
|
|
6,820
|
|
|||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,390
|
)
|
|
|
|
(8
|
)
|
|
(1,398
|
)
|
|||||||||||||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
2
|
|
||||||||||||||||||
Share-based compensation activity
|
|
|
|
|
|
|
1,105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,105
|
|
||||||||||||||||||
Share Issuance from/(to) Deferred Compensation Plan
|
(2,965
|
)
|
|
(7,908
|
)
|
|
|
|
|
|
(23
|
)
|
|
23
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Reallocation of Noncontrolling interest
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
|||||||||||||||||
Distributions declared ($0.19 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,570
|
)
|
|
(187
|
)
|
|
(33,757
|
)
|
|||||||||||||||||
BALANCE, September 30, 2019
|
176,194,918
|
|
|
1,105,542
|
|
|
$
|
1,763
|
|
|
$
|
3,189,350
|
|
|
$
|
16,216
|
|
|
$
|
(16,216
|
)
|
|
$
|
787,789
|
|
|
$
|
(3,550
|
)
|
|
$
|
(2,284,610
|
)
|
|
$
|
11,695
|
|
|
$
|
1,702,437
|
|
|
Number of Common Shares
|
|
Number of Rabbi
Trust/Deferred Compensation Shares |
|
Common Shares of
Brandywine Realty Trust's beneficial interest |
|
Additional Paid-in
Capital |
|
Deferred Compensation
Payable in Common Shares |
|
Common Shares in
Grantor Trust |
|
Cumulative Earnings
|
|
Accumulated Other
Comprehensive Income (Loss) |
|
Cumulative Distributions
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||||
BALANCE, beginning of period
|
178,285,236
|
|
|
894,736
|
|
|
$
|
1,784
|
|
|
$
|
3,218,077
|
|
|
$
|
12,445
|
|
|
$
|
(12,445
|
)
|
|
$
|
641,093
|
|
|
$
|
2,399
|
|
|
$
|
(2,053,741
|
)
|
|
$
|
17,258
|
|
|
$
|
1,826,870
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
44,070
|
|
|
|
|
|
|
375
|
|
|
44,445
|
|
|||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,966
|
|
|
|
|
42
|
|
|
5,008
|
|
|||||||||||||||||
Issuance of Common Shares of Beneficial Interest
|
23,311
|
|
|
|
|
|
|
416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
416
|
|
|||||||||||||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
|
|
|
15
|
|
||||||||||||||||||
Distributions from consolidated real estate ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54
|
)
|
|
(54
|
)
|
||||||||||||||||||
Share-based compensation activity
|
68,425
|
|
|
|
|
1
|
|
|
3,072
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
3,076
|
|
|||||||||||||||
Share Issuance from/(to) Deferred Compensation Plan
|
66,830
|
|
|
53,856
|
|
|
|
|
|
|
1,061
|
|
|
(1,061
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Share Choice Plan issuance
|
(1,285
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||||||
Reallocation of Noncontrolling interest
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
—
|
|
|||||||||||||||||
Distributions declared ($0.18 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,259
|
)
|
|
(266
|
)
|
|
(32,525
|
)
|
|||||||||||||||||
BALANCE, March 31, 2018
|
178,442,517
|
|
|
948,592
|
|
|
$
|
1,785
|
|
|
$
|
3,221,560
|
|
|
$
|
13,506
|
|
|
$
|
(13,506
|
)
|
|
$
|
685,166
|
|
|
$
|
7,365
|
|
|
$
|
(2,086,000
|
)
|
|
$
|
17,375
|
|
|
$
|
1,847,251
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
12,747
|
|
|
|
|
|
|
129
|
|
|
12,876
|
|
|||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,856
|
|
|
|
|
15
|
|
|
1,871
|
|
|||||||||||||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||||||||||||||
Share-based compensation activity
|
127,726
|
|
|
|
|
1
|
|
|
1,135
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
1,139
|
|
|||||||||||||||
Share Issuance from/(to) Deferred Compensation Plan
|
34,230
|
|
|
33,713
|
|
|
1
|
|
|
(112
|
)
|
|
530
|
|
|
(530
|
)
|
|
|
|
|
|
|
|
|
|
(111
|
)
|
|||||||||||||
Reallocation of Noncontrolling interest
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
—
|
|
|||||||||||||||||
Distributions declared ($0.18 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,230
|
)
|
|
(267
|
)
|
|
(32,497
|
)
|
|||||||||||||||||
BALANCE, June 30, 2018
|
178,604,473
|
|
|
982,305
|
|
|
$
|
1,787
|
|
|
$
|
3,222,585
|
|
|
$
|
14,036
|
|
|
$
|
(14,036
|
)
|
|
$
|
697,916
|
|
|
$
|
9,221
|
|
|
$
|
(2,118,230
|
)
|
|
$
|
17,246
|
|
|
$
|
1,830,525
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(43,180
|
)
|
|
|
|
|
|
(342
|
)
|
|
(43,522
|
)
|
|||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,018
|
|
|
|
|
9
|
|
|
1,027
|
|
|||||||||||||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
5
|
|
||||||||||||||||||
Share-based compensation activity
|
|
|
|
|
|
|
750
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
758
|
|
|||||||||||||||||
Share Issuance from/(to) Deferred Compensation Plan
|
(1,871
|
)
|
|
(5,185
|
)
|
|
|
|
|
|
(15
|
)
|
|
15
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Reallocation of Noncontrolling interest
|
|
|
|
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
—
|
|
|||||||||||||||||
Distributions declared ($0.18 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,233
|
)
|
|
(266
|
)
|
|
(32,499
|
)
|
|||||||||||||||||
BALANCE, September 30, 2018
|
178,602,602
|
|
|
977,120
|
|
|
$
|
1,787
|
|
|
$
|
3,223,318
|
|
|
$
|
14,021
|
|
|
$
|
(14,021
|
)
|
|
$
|
654,744
|
|
|
$
|
10,239
|
|
|
$
|
(2,150,463
|
)
|
|
$
|
16,669
|
|
|
$
|
1,756,294
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
17,655
|
|
|
$
|
13,799
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
158,738
|
|
|
131,631
|
|
||
Amortization of deferred financing costs
|
2,026
|
|
|
1,872
|
|
||
Amortization of debt discount/(premium), net
|
527
|
|
|
527
|
|
||
Amortization of stock compensation costs
|
6,145
|
|
|
5,143
|
|
||
Straight-line rent income
|
(8,287
|
)
|
|
(10,102
|
)
|
||
Amortization of acquired above (below) market leases, net
|
(7,236
|
)
|
|
(2,313
|
)
|
||
Ground rent expense
|
1,103
|
|
|
288
|
|
||
Provision for doubtful accounts
|
611
|
|
|
1,238
|
|
||
Net gain on real estate venture transactions
|
(3,594
|
)
|
|
(37,263
|
)
|
||
Net gain on sale of interests in real estate
|
(1,857
|
)
|
|
(2,824
|
)
|
||
Provision for impairment
|
—
|
|
|
56,865
|
|
||
Loss from Real Estate Ventures, net of distributions
|
5,134
|
|
|
2,811
|
|
||
Income tax provision
|
46
|
|
|
158
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
2,086
|
|
|
4,165
|
|
||
Other assets
|
(13,089
|
)
|
|
(9,831
|
)
|
||
Accounts payable and accrued expenses
|
194
|
|
|
1,544
|
|
||
Deferred income, gains and rent
|
(3,640
|
)
|
|
(3,461
|
)
|
||
Other liabilities
|
(1,312
|
)
|
|
290
|
|
||
Net cash provided by operating activities
|
155,250
|
|
|
154,537
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of properties
|
—
|
|
|
(40,240
|
)
|
||
Proceeds from the sale of properties
|
41,546
|
|
|
16,771
|
|
||
Proceeds from real estate venture sales
|
675
|
|
|
42,953
|
|
||
Issuance of mortgage note receivable
|
—
|
|
|
(44,430
|
)
|
||
Proceeds from repayment of mortgage notes receivable
|
3,341
|
|
|
141
|
|
||
Capital expenditures for tenant improvements
|
(53,383
|
)
|
|
(43,142
|
)
|
||
Capital expenditures for redevelopments
|
(33,905
|
)
|
|
(31,312
|
)
|
||
Capital expenditures for developments
|
(55,002
|
)
|
|
(70,297
|
)
|
||
Advances for the purchase of tenant assets, net of repayments
|
(178
|
)
|
|
739
|
|
||
Investment in unconsolidated Real Estate Ventures
|
(253
|
)
|
|
(646
|
)
|
||
Deposits for real estate
|
(1,990
|
)
|
|
(5,550
|
)
|
||
Capital distributions from Real Estate Ventures
|
35,206
|
|
|
5,101
|
|
||
Leasing costs paid
|
(13,184
|
)
|
|
(10,664
|
)
|
||
Net cash used in investing activities
|
(77,127
|
)
|
|
(180,576
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayments of mortgage notes payable
|
(5,669
|
)
|
|
(4,972
|
)
|
||
Proceeds from credit facility borrowings
|
333,000
|
|
|
—
|
|
||
Repayments of credit facility borrowings
|
(279,000
|
)
|
|
—
|
|
||
Debt financing costs paid
|
—
|
|
|
(2,704
|
)
|
||
Proceeds from the exercise of stock options
|
800
|
|
|
—
|
|
||
Proceeds from the issuance of common shares
|
—
|
|
|
416
|
|
||
Shares used for employee taxes upon vesting of share awards
|
(1,554
|
)
|
|
(1,494
|
)
|
||
Partner contributions to consolidated real estate venture
|
25
|
|
|
15
|
|
||
Partner distributions from consolidated real estate venture
|
—
|
|
|
(54
|
)
|
||
Repurchase and retirement of common shares
|
(17,282
|
)
|
|
—
|
|
||
Distributions paid to shareholders
|
(100,573
|
)
|
|
(96,626
|
)
|
||
Distributions to noncontrolling interest
|
(560
|
)
|
|
(799
|
)
|
||
Net cash used in financing activities
|
(70,813
|
)
|
|
(106,218
|
)
|
||
Increase (decrease) in cash and cash equivalents and restricted cash
|
7,310
|
|
|
(132,257
|
)
|
||
Cash and cash equivalents and restricted cash at beginning of year
|
23,211
|
|
|
203,442
|
|
||
Cash and cash equivalents and restricted cash at end of period
|
$
|
30,521
|
|
|
$
|
71,185
|
|
|
|
|
|
||||
Reconciliation of cash and cash equivalents and restricted cash:
|
|
|
|
||||
Cash and cash equivalents, beginning of period
|
$
|
22,842
|
|
|
$
|
202,179
|
|
Restricted cash, beginning of period
|
369
|
|
|
1,263
|
|
||
Cash and cash equivalents and restricted cash, beginning of period
|
$
|
23,211
|
|
|
$
|
203,442
|
|
Cash and cash equivalents, end of period
|
$
|
29,925
|
|
|
$
|
70,360
|
|
Restricted cash, end of period
|
596
|
|
|
825
|
|
||
Cash and cash equivalents and restricted cash, end of period
|
$
|
30,521
|
|
|
$
|
71,185
|
|
Supplemental disclosure:
|
|
|
|
||||
Cash paid for interest, net of capitalized interest during the nine months ended September 30, 2019 and 2018 of $2,246 and $2,578, respectively
|
$
|
56,455
|
|
|
$
|
52,888
|
|
Cash paid for income taxes
|
1,169
|
|
|
405
|
|
||
Supplemental disclosure of non-cash activity:
|
|
|
|
||||
Dividends and distributions declared but not paid
|
33,759
|
|
|
32,492
|
|
||
Change in construction-in-progress related to non-cash disposition of land
|
—
|
|
|
22,625
|
|
||
Change in deferred income, gains and rent to the non-cash disposition of land
|
—
|
|
|
(25,462
|
)
|
||
Change in investment in real estate ventures as a result of dispositions
|
3,461
|
|
|
(17,313
|
)
|
||
Change in operating real estate related to a non-cash acquisition of an operating property
|
—
|
|
|
(20,653
|
)
|
||
Change in intangible assets, net related to non-cash acquisition of an operating property
|
—
|
|
|
(3,144
|
)
|
||
Change in acquired lease intangibles, net related to non-cash acquisition of an operating property
|
—
|
|
|
182
|
|
||
Change in investments in joint venture related to non-cash acquisition of property
|
—
|
|
|
(2,042
|
)
|
||
Change in mortgage notes payable related to acquisition of an operating property
|
—
|
|
|
9,940
|
|
||
Change in capital expenditures financed through accounts payable at period end
|
(6,011
|
)
|
|
992
|
|
||
Change in capital expenditures financed through retention payable at period end
|
(3,356
|
)
|
|
2,352
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Real estate investments:
|
|
|
|
||||
Operating properties
|
$
|
3,995,228
|
|
|
$
|
3,951,719
|
|
Accumulated depreciation
|
(944,994
|
)
|
|
(885,407
|
)
|
||
Right of use asset - operating leases, net
|
21,828
|
|
|
—
|
|
||
Operating real estate investments, net
|
3,072,062
|
|
|
3,066,312
|
|
||
Construction-in-progress
|
151,232
|
|
|
150,263
|
|
||
Land held for development
|
92,189
|
|
|
86,401
|
|
||
Prepaid leasehold interests in land held for development, net
|
39,694
|
|
|
39,999
|
|
||
Total real estate investments, net
|
3,355,177
|
|
|
3,342,975
|
|
||
Assets held for sale, net
|
7,349
|
|
|
11,599
|
|
||
Cash and cash equivalents
|
29,925
|
|
|
22,842
|
|
||
Accounts receivable, net of allowance of $284 and $1,653 as of September 30, 2019 and December 31, 2018, respectively
|
13,872
|
|
|
16,394
|
|
||
Accrued rent receivable, net of allowance of $11,009 and $11,266 as of September 30, 2019 and December 31, 2018, respectively
|
168,960
|
|
|
165,243
|
|
||
Investment in Real Estate Ventures
|
127,759
|
|
|
169,100
|
|
||
Deferred costs, net
|
96,202
|
|
|
91,075
|
|
||
Intangible assets, net
|
95,798
|
|
|
131,348
|
|
||
Other assets
|
125,390
|
|
|
126,400
|
|
||
Total assets
|
$
|
4,020,432
|
|
|
$
|
4,076,976
|
|
LIABILITIES AND PARTNERS' EQUITY
|
|
|
|
||||
Mortgage notes payable, net
|
$
|
315,603
|
|
|
$
|
320,869
|
|
Unsecured credit facility
|
146,500
|
|
|
92,500
|
|
||
Unsecured term loan, net
|
248,430
|
|
|
248,042
|
|
||
Unsecured senior notes, net
|
1,367,722
|
|
|
1,366,635
|
|
||
Accounts payable and accrued expenses
|
119,790
|
|
|
125,696
|
|
||
Distributions payable
|
33,759
|
|
|
33,632
|
|
||
Deferred income, gains and rent
|
22,707
|
|
|
28,293
|
|
||
Acquired lease intangibles, net
|
24,050
|
|
|
31,783
|
|
||
Lease liability - operating leases
|
22,503
|
|
|
—
|
|
||
Other liabilities
|
16,931
|
|
|
$
|
18,498
|
|
|
Total liabilities
|
$
|
2,317,995
|
|
|
2,265,948
|
|
|
Commitments and contingencies (See Note 13)
|
|
|
|
||||
Redeemable limited partnership units at redemption value; 981,626 and 982,871 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
14,728
|
|
|
12,520
|
|
||
Brandywine Operating Partnership, L.P.'s equity:
|
|
|
|
||||
General Partnership Capital; 176,194,918 and 176,873,324 units issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
1,689,334
|
|
|
1,791,591
|
|
||
Accumulated other comprehensive income
|
(3,902
|
)
|
|
4,725
|
|
||
Total Brandywine Operating Partnership, L.P.'s equity
|
1,685,432
|
|
|
1,796,316
|
|
||
Noncontrolling interest - consolidated real estate ventures
|
2,277
|
|
|
2,192
|
|
||
Total partners' equity
|
$
|
1,687,709
|
|
|
$
|
1,798,508
|
|
Total liabilities and partners' equity
|
$
|
4,020,432
|
|
|
$
|
4,076,976
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Rents
|
$
|
139,228
|
|
|
$
|
128,635
|
|
|
$
|
415,113
|
|
|
$
|
382,321
|
|
Third party management fees, labor reimbursement and leasing
|
4,938
|
|
|
4,944
|
|
|
14,041
|
|
|
17,531
|
|
||||
Other
|
1,165
|
|
|
1,419
|
|
|
4,224
|
|
|
5,290
|
|
||||
Total revenue
|
145,331
|
|
|
134,998
|
|
|
433,378
|
|
|
405,142
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Property operating expenses
|
38,358
|
|
|
37,852
|
|
|
116,542
|
|
|
115,109
|
|
||||
Real estate taxes
|
15,247
|
|
|
12,433
|
|
|
47,119
|
|
|
37,272
|
|
||||
Third party management expenses
|
2,469
|
|
|
2,612
|
|
|
7,035
|
|
|
9,605
|
|
||||
Depreciation and amortization
|
55,627
|
|
|
44,141
|
|
|
158,738
|
|
|
131,631
|
|
||||
General and administrative expenses
|
6,974
|
|
|
5,963
|
|
|
25,217
|
|
|
22,209
|
|
||||
Provision for impairment
|
—
|
|
|
56,865
|
|
|
—
|
|
|
56,865
|
|
||||
Total operating expenses
|
118,675
|
|
|
159,866
|
|
|
354,651
|
|
|
372,691
|
|
||||
Gain on sale of real estate
|
|
|
|
|
|
|
|
||||||||
Net gain (loss) on disposition of real estate
|
356
|
|
|
—
|
|
|
356
|
|
|
(35
|
)
|
||||
Net gain on sale of undepreciated real estate
|
250
|
|
|
—
|
|
|
1,501
|
|
|
2,859
|
|
||||
Total gain on sale of real estate
|
606
|
|
|
—
|
|
|
1,857
|
|
|
2,824
|
|
||||
Operating income (loss)
|
27,262
|
|
|
(24,868
|
)
|
|
80,584
|
|
|
35,275
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
558
|
|
|
1,220
|
|
|
1,636
|
|
|
2,564
|
|
||||
Interest expense
|
(20,400
|
)
|
|
(19,257
|
)
|
|
(61,273
|
)
|
|
(58,091
|
)
|
||||
Interest expense - amortization of deferred financing costs
|
(694
|
)
|
|
(618
|
)
|
|
(2,026
|
)
|
|
(1,872
|
)
|
||||
Equity in (loss) income of Real Estate Ventures
|
(1,965
|
)
|
|
1
|
|
|
(4,814
|
)
|
|
(1,182
|
)
|
||||
Net gain on real estate venture transactions
|
2,059
|
|
|
—
|
|
|
3,594
|
|
|
37,263
|
|
||||
Net income (loss) before income taxes
|
6,820
|
|
|
(43,522
|
)
|
|
17,701
|
|
|
13,957
|
|
||||
Income tax provision
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(158
|
)
|
||||
Net income (loss)
|
6,820
|
|
|
(43,522
|
)
|
|
17,655
|
|
|
13,799
|
|
||||
Net income attributable to noncontrolling interests - consolidated real estate ventures
|
(11
|
)
|
|
(20
|
)
|
|
(58
|
)
|
|
(46
|
)
|
||||
Net income attributable to Brandywine Operating Partnership
|
6,809
|
|
|
(43,542
|
)
|
|
17,597
|
|
|
13,753
|
|
||||
Nonforfeitable dividends allocated to unvested restricted unitholders
|
(93
|
)
|
|
(80
|
)
|
|
(305
|
)
|
|
(280
|
)
|
||||
Net income (loss) attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P.
|
$
|
6,716
|
|
|
$
|
(43,622
|
)
|
|
$
|
17,292
|
|
|
$
|
13,473
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per Common Partnership Unit
|
$
|
0.04
|
|
|
$
|
(0.24
|
)
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted income (loss) per Common Partnership Unit
|
$
|
0.04
|
|
|
$
|
(0.24
|
)
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common partnership units outstanding
|
177,176,870
|
|
|
180,082,421
|
|
|
177,048,621
|
|
|
179,995,792
|
|
||||
Diluted weighted average common partnership units outstanding
|
177,732,226
|
|
|
180,082,421
|
|
|
177,599,840
|
|
|
181,232,343
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
$
|
6,820
|
|
|
$
|
(43,522
|
)
|
|
$
|
17,655
|
|
|
$
|
13,799
|
|
Comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on derivative financial instruments
|
(1,586
|
)
|
|
734
|
|
|
(9,209
|
)
|
|
7,008
|
|
||||
Amortization of interest rate contracts (1)
|
188
|
|
|
293
|
|
|
582
|
|
|
898
|
|
||||
Comprehensive (loss) income:
|
(1,398
|
)
|
|
1,027
|
|
|
(8,627
|
)
|
|
7,906
|
|
||||
Comprehensive income (loss)
|
5,422
|
|
|
(42,495
|
)
|
|
9,028
|
|
|
21,705
|
|
||||
Comprehensive income attributable to noncontrolling interest - consolidated real estate ventures
|
(11
|
)
|
|
(20
|
)
|
|
(58
|
)
|
|
(46
|
)
|
||||
Comprehensive income (loss) attributable to Brandywine Realty Trust
|
$
|
5,411
|
|
|
$
|
(42,515
|
)
|
|
$
|
8,970
|
|
|
$
|
21,659
|
|
|
General Partner Capital
|
|
|
|
|
|
|
|||||||||||
|
Units
|
|
Amount
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interest - Consolidated Real Estate Ventures
|
|
Total Partners' Equity
|
|||||||||
BALANCE, beginning of period
|
176,873,324
|
|
|
$
|
1,791,591
|
|
|
$
|
4,725
|
|
|
$
|
2,192
|
|
|
$
|
1,798,508
|
|
Cumulative effect of accounting change
|
|
|
(5,336
|
)
|
|
|
|
|
|
(5,336
|
)
|
|||||||
Net income
|
|
|
4,549
|
|
|
|
|
34
|
|
|
4,583
|
|
||||||
Other comprehensive loss
|
|
|
|
|
(2,483
|
)
|
|
|
|
(2,483
|
)
|
|||||||
Deferred compensation obligation
|
(458
|
)
|
|
|
|
|
|
|
|
—
|
|
|||||||
Repurchase and retirement of LP units
|
(1,337,169
|
)
|
|
(17,281
|
)
|
|
|
|
|
|
(17,281
|
)
|
||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
22
|
|
|
22
|
|
|||||||
Share-based compensation activity
|
465,883
|
|
|
3,677
|
|
|
|
|
|
|
3,677
|
|
||||||
Adjustment of redeemable partnership units to liquidation value at period end
|
|
|
(3,088
|
)
|
|
|
|
|
|
(3,088
|
)
|
|||||||
Distributions declared to general partnership unitholders ($0.19 per unit)
|
|
|
(33,560
|
)
|
|
|
|
|
|
(33,560
|
)
|
|||||||
BALANCE, March 31, 2019
|
176,001,580
|
|
|
$
|
1,740,552
|
|
|
$
|
2,242
|
|
|
$
|
2,248
|
|
|
$
|
1,745,042
|
|
Net income
|
|
|
6,239
|
|
|
|
|
13
|
|
|
6,252
|
|
||||||
Other comprehensive loss
|
|
|
|
|
(4,746
|
)
|
|
|
|
(4,746
|
)
|
|||||||
Deferred compensation obligation
|
100,908
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
Repurchase and retirement of LP units
|
1,245
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
3
|
|
|
3
|
|
|||||||
Share-based compensation activity
|
94,150
|
|
|
1,451
|
|
|
|
|
|
|
1,451
|
|
||||||
Adjustment of redeemable partnership units to liquidation value at period end
|
|
|
1,014
|
|
|
|
|
|
|
1,014
|
|
|||||||
Distributions declared to general partnership unitholders ($0.19 per unit)
|
|
|
(33,571
|
)
|
|
|
|
|
|
(33,571
|
)
|
|||||||
BALANCE, June 30, 2019
|
176,197,883
|
|
|
$
|
1,715,685
|
|
|
$
|
(2,504
|
)
|
|
$
|
2,264
|
|
|
$
|
1,715,445
|
|
Net income
|
|
|
6,809
|
|
|
|
|
11
|
|
|
6,820
|
|
||||||
Other comprehensive loss
|
|
|
|
|
(1,398
|
)
|
|
|
|
(1,398
|
)
|
|||||||
Deferred compensation obligation
|
(2,965
|
)
|
|
|
|
|
|
|
|
—
|
|
|||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
2
|
|
|
2
|
|
|||||||
Share-based compensation activity
|
|
|
1,105
|
|
|
|
|
|
|
1,105
|
|
|||||||
Adjustment of redeemable partnership units to liquidation value at period end
|
|
|
(695
|
)
|
|
|
|
|
|
(695
|
)
|
|||||||
Distributions declared to general partnership unitholders ($0.19 per unit)
|
|
|
(33,570
|
)
|
|
|
|
|
|
(33,570
|
)
|
|||||||
BALANCE, September 30, 2019
|
176,194,918
|
|
|
$
|
1,689,334
|
|
|
$
|
(3,902
|
)
|
|
$
|
2,277
|
|
|
$
|
1,687,709
|
|
|
General Partner Capital
|
|
|
|
|
|
|
|||||||||||
|
Units
|
|
Amount
|
|
Accumulated Other Comprehensive Income
|
|
Noncontrolling Interest - Consolidated Real Estate Ventures
|
|
Total Partners' Equity
|
|||||||||
BALANCE, beginning of period
|
178,285,236
|
|
|
$
|
1,795,684
|
|
|
$
|
2,056
|
|
|
$
|
2,215
|
|
|
$
|
1,799,955
|
|
Net income
|
|
|
44,440
|
|
|
|
|
5
|
|
|
44,445
|
|
||||||
Other comprehensive income
|
|
|
|
|
5,008
|
|
|
|
|
5,008
|
|
|||||||
Deferred compensation obligation
|
66,830
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
Issuance of LP Units
|
23,311
|
|
|
416
|
|
|
|
|
|
|
416
|
|
||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
15
|
|
|
15
|
|
|||||||
Distributions from consolidated real estate ventures
|
|
|
|
|
|
|
(54
|
)
|
|
(54
|
)
|
|||||||
Share Choice Plan issuance
|
(1,285
|
)
|
|
|
|
|
|
|
|
—
|
|
|||||||
Share-based compensation activity
|
68,425
|
|
|
3,075
|
|
|
|
|
|
|
3,075
|
|
||||||
Adjustment of redeemable partnership units to liquidation value at period end
|
|
|
3,604
|
|
|
|
|
|
|
3,604
|
|
|||||||
Distributions declared to general partnership unitholders ($0.18 per unit)
|
|
|
(32,259
|
)
|
|
|
|
|
|
(32,259
|
)
|
|||||||
BALANCE, March 31, 2018
|
178,442,517
|
|
|
$
|
1,814,960
|
|
|
$
|
7,064
|
|
|
$
|
2,181
|
|
|
$
|
1,824,205
|
|
Net income
|
|
|
12,855
|
|
|
|
|
21
|
|
|
12,876
|
|
||||||
Other comprehensive income
|
|
|
|
|
1,871
|
|
|
|
|
1,871
|
|
|||||||
Deferred compensation obligation
|
34,230
|
|
|
(111
|
)
|
|
|
|
|
|
(111
|
)
|
||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||||
Share-based compensation activity
|
127,726
|
|
|
1,140
|
|
|
|
|
|
|
1,140
|
|
||||||
Adjustment of redeemable partnership units to liquidation value at period end
|
|
|
(1,991
|
)
|
|
|
|
|
|
(1,991
|
)
|
|||||||
Distributions declared to general partnership unitholders ($0.18 per unit)
|
|
|
(32,230
|
)
|
|
|
|
|
|
(32,230
|
)
|
|||||||
BALANCE, June 30, 2018
|
178,604,473
|
|
|
$
|
1,794,623
|
|
|
$
|
8,935
|
|
|
$
|
2,198
|
|
|
$
|
1,805,756
|
|
Net loss
|
|
|
(43,542
|
)
|
|
|
|
20
|
|
|
(43,522
|
)
|
||||||
Other comprehensive income
|
|
|
|
|
1,027
|
|
|
|
|
1,027
|
|
|||||||
Deferred compensation obligation
|
(1,871
|
)
|
|
|
|
|
|
|
|
—
|
|
|||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
5
|
|
|
5
|
|
|||||||
Share-based compensation activity
|
|
|
758
|
|
|
|
|
|
|
758
|
|
|||||||
Adjustment of redeemable partnership units to liquidation value at period end
|
|
|
1,264
|
|
|
|
|
|
|
1,264
|
|
|||||||
Distributions declared to general partnership unitholders ($0.18 per unit)
|
|
|
(32,233
|
)
|
|
|
|
|
|
(32,233
|
)
|
|||||||
BALANCE, September 30, 2018
|
178,602,602
|
|
|
$
|
1,720,870
|
|
|
$
|
9,962
|
|
|
$
|
2,223
|
|
|
$
|
1,733,055
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
|
|
|
|
||||
Net income
|
$
|
17,655
|
|
|
$
|
13,799
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
158,738
|
|
|
131,631
|
|
||
Amortization of deferred financing costs
|
2,026
|
|
|
1,872
|
|
||
Amortization of debt discount/(premium), net
|
527
|
|
|
527
|
|
||
Amortization of stock compensation costs
|
6,145
|
|
|
5,143
|
|
||
Straight-line rent income
|
(8,287
|
)
|
|
(10,102
|
)
|
||
Amortization of acquired above (below) market leases, net
|
(7,236
|
)
|
|
(2,313
|
)
|
||
Ground rent expense
|
1,103
|
|
|
288
|
|
||
Provision for doubtful accounts
|
611
|
|
|
1,238
|
|
||
Net gain on real estate venture transactions
|
(3,594
|
)
|
|
(37,263
|
)
|
||
Net gain on sale of interests in real estate
|
(1,857
|
)
|
|
(2,824
|
)
|
||
Provision for impairment
|
—
|
|
|
56,865
|
|
||
Loss from Real Estate Ventures, net of distributions
|
5,134
|
|
|
2,811
|
|
||
Income tax provision
|
46
|
|
|
158
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
2,086
|
|
|
4,165
|
|
||
Other assets
|
(13,089
|
)
|
|
(9,831
|
)
|
||
Accounts payable and accrued expenses
|
194
|
|
|
1,544
|
|
||
Deferred income, gains and rent
|
(3,640
|
)
|
|
(3,461
|
)
|
||
Other liabilities
|
(1,312
|
)
|
|
290
|
|
||
Net cash provided by operating activities
|
155,250
|
|
|
154,537
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of properties
|
—
|
|
|
(40,240
|
)
|
||
Proceeds from the sale of properties
|
41,546
|
|
|
16,771
|
|
||
Proceeds from real estate venture sales
|
675
|
|
|
42,953
|
|
||
Issuance of mortgage note receivable
|
—
|
|
|
(44,430
|
)
|
||
Proceeds from repayment of mortgage notes receivable
|
3,341
|
|
|
141
|
|
||
Capital expenditures for tenant improvements
|
(53,383
|
)
|
|
(43,142
|
)
|
||
Capital expenditures for redevelopments
|
(33,905
|
)
|
|
(31,312
|
)
|
||
Capital expenditures for developments
|
(55,002
|
)
|
|
(70,297
|
)
|
||
Advances for the purchase of tenant assets, net of repayments
|
(178
|
)
|
|
739
|
|
||
Investment in unconsolidated Real Estate Ventures
|
(253
|
)
|
|
(646
|
)
|
||
Deposits for real estate
|
(1,990
|
)
|
|
(5,550
|
)
|
||
Capital distributions from Real Estate Ventures
|
35,206
|
|
|
5,101
|
|
||
Leasing costs paid
|
(13,184
|
)
|
|
(10,664
|
)
|
||
Net cash used in investing activities
|
(77,127
|
)
|
|
(180,576
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Repayments of mortgage notes payable
|
(5,669
|
)
|
|
(4,972
|
)
|
||
Proceeds from credit facility borrowings
|
333,000
|
|
|
—
|
|
||
Repayments of credit facility borrowings
|
(279,000
|
)
|
|
—
|
|
||
Debt financing costs paid
|
—
|
|
|
(2,704
|
)
|
||
Proceeds from the exercise of stock options
|
800
|
|
|
—
|
|
||
Proceeds from the issuance of common shares
|
—
|
|
|
416
|
|
||
Shares used for employee taxes upon vesting of share awards
|
(1,554
|
)
|
|
(1,494
|
)
|
||
Partner contributions to consolidated real estate venture
|
25
|
|
|
15
|
|
||
Partner distributions from consolidated real estate venture
|
—
|
|
|
(54
|
)
|
||
Repurchase and retirement of common shares
|
(17,282
|
)
|
|
—
|
|
||
Distributions paid to preferred and common partnership units
|
(101,133
|
)
|
|
(97,425
|
)
|
||
Net cash used in financing activities
|
(70,813
|
)
|
|
(106,218
|
)
|
||
Increase (decrease) in cash and cash equivalents and restricted cash
|
7,310
|
|
|
(132,257
|
)
|
||
Cash and cash equivalents and restricted cash at beginning of year
|
23,211
|
|
|
203,442
|
|
||
Cash and cash equivalents and restricted cash at end of period
|
$
|
30,521
|
|
|
$
|
71,185
|
|
|
|
|
|
||||
Reconciliation of cash and cash equivalents and restricted cash:
|
|
|
|
||||
Cash and cash equivalents, beginning of period
|
$
|
22,842
|
|
|
$
|
202,179
|
|
Restricted cash, beginning of period
|
369
|
|
|
1,263
|
|
||
Cash and cash equivalents and restricted cash, beginning of period
|
$
|
23,211
|
|
|
$
|
203,442
|
|
|
|
|
|
||||
Cash and cash equivalents, end of period
|
$
|
29,925
|
|
|
$
|
70,360
|
|
Restricted cash, end of period
|
596
|
|
|
825
|
|
||
Cash and cash equivalents and restricted cash, end of period
|
$
|
30,521
|
|
|
$
|
71,185
|
|
|
|
|
|
||||
Supplemental disclosure:
|
|
|
|
||||
Cash paid for interest, net of capitalized interest during the nine months ended September 30, 2019 and 2018 of $2,246 and $2,578, respectively
|
$
|
56,455
|
|
|
$
|
52,888
|
|
Cash paid for income taxes
|
1,169
|
|
|
405
|
|
||
|
|
|
|
||||
Supplemental disclosure of non-cash activity:
|
|
|
|
||||
Dividends and distributions declared but not paid
|
33,759
|
|
|
32,492
|
|
||
Change in construction-in-progress related to non-cash disposition of land
|
—
|
|
|
22,625
|
|
||
Change in deferred income, gains and rent to the non-cash disposition of land
|
—
|
|
|
(25,462
|
)
|
||
Change in investment in real estate ventures as a result of dispositions
|
3,461
|
|
|
(17,313
|
)
|
||
Change in operating real estate related to a non-cash acquisition of an operating property
|
—
|
|
|
(20,653
|
)
|
||
Change in intangible assets, net related to non-cash acquisition of an operating property
|
—
|
|
|
(3,144
|
)
|
||
Change in acquired lease intangibles, net related to non-cash acquisition of an operating property
|
—
|
|
|
182
|
|
||
Change in investments in joint venture related to non-cash acquisition of property
|
—
|
|
|
(2,042
|
)
|
||
Change in mortgage notes payable related to acquisition of an operating property
|
—
|
|
|
9,940
|
|
||
Change in capital expenditures financed through accounts payable at period end
|
(6,011
|
)
|
|
992
|
|
||
Change in capital expenditures financed through retention payable at period end
|
(3,356
|
)
|
|
2,352
|
|
|
Number of Properties
|
|
Rentable Square Feet
|
|
Office properties
|
87
|
|
15,509,004
|
|
Mixed-use properties
|
3
|
|
641,741
|
|
Retail property
|
1
|
|
17,884
|
|
Core Properties
|
91
|
|
16,168,629
|
|
Development property
|
1
|
|
204,108
|
|
Redevelopment properties
|
3
|
|
338,650
|
|
The Properties
|
95
|
|
16,711,387
|
|
|
December 31, 2018
|
|||||||
Balance Sheet:
|
As previously reported
|
|
Adjustments
|
|
As adjusted
|
|||
Assets (Parent Company and Operating Partnership)
|
|
|||||||
Operating properties
|
3,953,319
|
|
|
(1,600
|
)
|
|
3,951,719
|
|
Accumulated depreciation
|
(865,462
|
)
|
|
(19,945
|
)
|
|
(885,407
|
)
|
Operating real estate investments, net
|
3,087,857
|
|
|
(21,545
|
)
|
|
3,066,312
|
|
Total assets
|
4,098,521
|
|
|
(21,545
|
)
|
|
4,076,976
|
|
|
|
|
|
|
|
|||
Equity (Parent Company)
|
|
|
|
|
|
|||
Additional Paid-in Capital
|
3,200,850
|
|
|
(538
|
)
|
|
3,200,312
|
|
Cumulative Earnings
|
796,513
|
|
|
(20,888
|
)
|
|
775,625
|
|
Total Brandywine Realty Trust's equity
|
1,820,253
|
|
|
(21,426
|
)
|
|
1,798,827
|
|
Noncontrolling interests
|
12,320
|
|
|
(119
|
)
|
|
12,201
|
|
Total beneficiaries' equity
|
1,832,573
|
|
|
(21,545
|
)
|
|
1,811,028
|
|
Total liabilities and beneficiaries' equity
|
4,098,521
|
|
|
(21,545
|
)
|
|
4,076,976
|
|
|
|
|
|
|
|
|||
Equity (Operating Partnership)
|
|
|
|
|
|
|||
General Partnership Capital
|
1,813,136
|
|
|
(21,545
|
)
|
|
1,791,591
|
|
Total Brandywine Operating Partnership, L.P.'s equity
|
1,817,861
|
|
|
(21,545
|
)
|
|
1,796,316
|
|
Total partners' equity
|
1,820,053
|
|
|
(21,545
|
)
|
|
1,798,508
|
|
Total liabilities and partners' equity
|
4,098,521
|
|
|
(21,545
|
)
|
|
4,076,976
|
|
|
Three and Nine Months Ended September 30, 2018
|
|||||||
Brandywine Realty Trust
|
As previously reported
|
|
Adjustments
|
|
As adjusted
|
|||
Statement of Beneficiaries' Equity:
|
|
|||||||
Additional paid-in capital, beginning of period
|
3,218,564
|
|
|
(487
|
)
|
|
3,218,077
|
|
Cumulative earnings, beginning of period
|
660,174
|
|
|
(19,081
|
)
|
|
641,093
|
|
Noncontrolling interest, beginning of period
|
17,420
|
|
|
(162
|
)
|
|
17,258
|
|
Additional paid-in capital, March 31, 2018
|
3,222,047
|
|
|
(487
|
)
|
|
3,221,560
|
|
Cumulative earnings, March 31, 2018
|
704,506
|
|
|
(19,340
|
)
|
|
685,166
|
|
Noncontrolling interests, March 31, 2018
|
17,538
|
|
|
(163
|
)
|
|
17,375
|
|
Additional paid-in capital, June 30, 2018
|
3,223,072
|
|
|
(487
|
)
|
|
3,222,585
|
|
Cumulative earnings, June 30, 2018
|
717,515
|
|
|
(19,599
|
)
|
|
697,916
|
|
Noncontrolling interests, June 30, 2018
|
17,410
|
|
|
(164
|
)
|
|
17,246
|
|
Additional paid-in capital, September 30, 2018
|
3,223,817
|
|
|
(499
|
)
|
|
3,223,318
|
|
Cumulative earnings, September 30, 2018
|
674,599
|
|
|
(19,855
|
)
|
|
654,744
|
|
Noncontrolling interests, September 30, 2018
|
16,824
|
|
|
(155
|
)
|
|
16,669
|
|
|
|
|
|
|
|
|||
Brandywine Operating Partnership
|
|
|
|
|
|
|||
Statement of Partners' Equity:
|
|
|
|
|
|
|||
Partner Capital, beginning of period
|
1,815,411
|
|
|
(19,727
|
)
|
|
1,795,684
|
|
Partner Capital, March 31, 2018
|
1,834,947
|
|
|
(19,987
|
)
|
|
1,814,960
|
|
Partner Capital, June 30, 2018
|
1,814,870
|
|
|
(20,247
|
)
|
|
1,794,623
|
|
Partner Capital, September 30, 2018
|
1,741,379
|
|
|
(20,509
|
)
|
|
1,720,870
|
|
•
|
An entity need not reassess whether any expired or existing contracts are or contain leases;
|
•
|
An entity need not reassess the lease classification for any expired or existing leases; and
|
•
|
An entity need not reassess initial indirect costs for any existing leases.
|
Year
|
|
Minimum Rent
|
||
2019 (three months remaining)
|
|
$
|
97,250
|
|
2020
|
|
386,991
|
|
|
2021
|
|
364,435
|
|
|
2022
|
|
324,296
|
|
|
2023
|
|
296,890
|
|
|
Thereafter
|
|
1,413,756
|
|
|
Total
|
|
$
|
2,883,618
|
|
Year
|
|
Minimum Rent
|
||
2019
|
|
$
|
392,058
|
|
2020
|
|
372,619
|
|
|
2021
|
|
349,160
|
|
|
2022
|
|
304,445
|
|
|
2023
|
|
277,388
|
|
|
Thereafter
|
|
1,265,810
|
|
|
Total
|
|
$
|
2,961,480
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
Lease Revenue
|
|
2019
|
|
2019
|
||||
Fixed contractual payments
|
|
$
|
110,535
|
|
|
$
|
327,252
|
|
Variable lease payments
|
|
28,693
|
|
|
87,861
|
|
||
Total
|
|
$
|
139,228
|
|
|
$
|
415,113
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
Lease Cost
|
|
2019
|
|
2019
|
||||
Fixed lease cost
|
|
$
|
525
|
|
|
$
|
1,575
|
|
Variable lease cost
|
|
13
|
|
|
41
|
|
||
Total
|
|
$
|
538
|
|
|
$
|
1,616
|
|
|
|
|
|
|
||||
Weighted-average remaining lease term (years)
|
|
52.9
|
|
|
|
|||
Weighted-average discount rate
|
|
6.3
|
%
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
489,744
|
|
|
$
|
487,301
|
|
Building and improvements
|
3,049,606
|
|
|
3,048,889
|
|
||
Tenant improvements
|
455,878
|
|
|
415,529
|
|
||
Total
|
$
|
3,995,228
|
|
|
$
|
3,951,719
|
|
Disposition Date
|
|
Property/Portfolio Name
|
|
Location
|
|
Number of Parcels
|
|
Acres
|
|
Sales Price
|
|
Net Proceeds on Sale
|
|
Gain on Sale
|
|
|
||||||||
March 15, 2019
|
|
9 Presidential Boulevard
|
|
Bala Cynwyd, PA
|
|
1
|
|
|
2.7
|
|
|
$
|
5,325
|
|
|
$
|
5,023
|
|
|
$
|
751
|
|
|
|
January 8, 2015
|
|
Libertyview
|
|
Cherry Hill, NJ
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
(a)
|
|||
Total Dispositions
|
|
|
|
|
|
1
|
|
|
2.7
|
|
|
$
|
5,325
|
|
|
$
|
5,023
|
|
|
$
|
1,501
|
|
|
|
(a)
|
As of January 2019, the Company expects to receive an additional $1.0 million of contingent consideration. The Company will recognize this consideration on a cash basis due to uncertainty of collectability. The $1.0 million consideration is payable to the Company in twelve equal installments, of which $0.8 million has been received during the nine months ended September 30, 2019.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Net property
|
$
|
841,743
|
|
|
$
|
835,983
|
|
Other assets (a)
|
351,364
|
|
|
159,499
|
|
||
Other liabilities (a)
|
289,952
|
|
|
85,681
|
|
||
Debt, net (b)
|
581,024
|
|
|
365,707
|
|
||
Equity (c)
|
322,131
|
|
|
544,094
|
|
(a)
|
The increase is due to the recording of lease related assets and liabilities of $197.1 million and $206.4 million, respectively, for MAP Venture in connection with the adoption of Topic 842.
|
(b)
|
The increase is due to third-party debt financing received by Herndon Innovation Center Venture during the three months ended March 31, 2019. See “Herndon Innovation Center Metro Portfolio Venture” section below for further information.
|
(c)
|
This amount includes the effect of the basis difference between the Company's historical cost basis and the basis recorded at the real estate venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from the impairment of investments, purchases of third party interests in existing real estate ventures and upon the transfer of assets that were previously owned by the Company into a real estate venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the real estate venture level.
|
|
Three Months Ended September 30, 2019
|
||||||||||||||||||
|
DRA (G&I) Austin (a)
|
|
Brandywine-AI Venture LLC
|
|
MAP Venture
|
|
Other
|
|
Total
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,360
|
|
|
$
|
17,476
|
|
|
$
|
13,890
|
|
|
$
|
32,726
|
|
Operating expenses
|
—
|
|
|
(871
|
)
|
|
(11,981
|
)
|
|
(5,017
|
)
|
|
(17,869
|
)
|
|||||
Interest expense, net
|
—
|
|
|
(222
|
)
|
|
(2,436
|
)
|
|
(3,522
|
)
|
|
(6,180
|
)
|
|||||
Depreciation and amortization
|
—
|
|
|
(540
|
)
|
|
(6,247
|
)
|
|
(6,307
|
)
|
|
(13,094
|
)
|
|||||
Gain on early extinguishment of debt
|
$
|
—
|
|
|
$
|
4,371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,371
|
|
Net income (loss)
|
$
|
—
|
|
|
$
|
4,098
|
|
|
$
|
(3,188
|
)
|
|
$
|
(956
|
)
|
|
$
|
(46
|
)
|
Ownership interest %
|
—
|
%
|
|
50
|
%
|
|
50
|
%
|
|
(b)
|
|
|
(b)
|
|
|||||
Company's share of net income (loss)
|
$
|
—
|
|
|
$
|
2,049
|
|
|
$
|
(1,594
|
)
|
|
$
|
(2,400
|
)
|
|
$
|
(1,945
|
)
|
Basis adjustments and other
|
—
|
|
|
31
|
|
|
(28
|
)
|
|
(23
|
)
|
|
(20
|
)
|
|||||
Equity in income (loss) of Real Estate Ventures
|
$
|
—
|
|
|
$
|
2,080
|
|
|
$
|
(1,622
|
)
|
|
$
|
(2,423
|
)
|
|
$
|
(1,965
|
)
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||
|
DRA (G&I) Austin (a)
|
|
Brandywine-AI Venture LLC
|
|
MAP Venture
|
|
Other
|
|
Total
|
||||||||||
Revenue
|
$
|
14,232
|
|
|
$
|
5,962
|
|
|
$
|
17,243
|
|
|
$
|
4,580
|
|
|
$
|
42,017
|
|
Operating expenses
|
(6,428
|
)
|
|
(2,589
|
)
|
|
(10,219
|
)
|
|
(1,904
|
)
|
|
(21,140
|
)
|
|||||
Interest expense, net
|
(2,549
|
)
|
|
(873
|
)
|
|
(2,894
|
)
|
|
(1,228
|
)
|
|
(7,544
|
)
|
|||||
Depreciation and amortization
|
(4,896
|
)
|
|
(2,232
|
)
|
|
(4,654
|
)
|
|
(1,481
|
)
|
|
(13,263
|
)
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(334
|
)
|
|
—
|
|
|
(334
|
)
|
|||||
Net income (loss)
|
$
|
359
|
|
|
$
|
268
|
|
|
$
|
(858
|
)
|
|
$
|
(33
|
)
|
|
$
|
(264
|
)
|
Ownership interest %
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
|
(b)
|
|
|
(b)
|
|
|||||
Company's share of net income (loss)
|
$
|
180
|
|
|
$
|
134
|
|
|
$
|
(429
|
)
|
|
$
|
(121
|
)
|
|
$
|
(236
|
)
|
Basis adjustments and other
|
243
|
|
|
31
|
|
|
(15
|
)
|
|
(22
|
)
|
|
237
|
|
|||||
Equity in income (loss) of Real Estate Ventures
|
$
|
423
|
|
|
$
|
165
|
|
|
$
|
(444
|
)
|
|
$
|
144
|
|
|
$
|
1
|
|
|
Nine months ended September 30, 2019
|
||||||||||||||||||||||
|
DRA (G&I) Austin (a)
|
|
Brandywine-AI Venture LLC
|
|
evo at Cira Centre South (c)
|
|
MAP Venture
|
|
Other
|
|
Total
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
5,050
|
|
|
$
|
—
|
|
|
$
|
53,560
|
|
|
$
|
42,538
|
|
|
$
|
101,148
|
|
Operating expenses
|
—
|
|
|
(2,473
|
)
|
|
—
|
|
|
(35,747
|
)
|
|
(15,736
|
)
|
|
(53,956
|
)
|
||||||
Interest expense, net
|
—
|
|
|
(698
|
)
|
|
—
|
|
|
(7,504
|
)
|
|
(8,219
|
)
|
|
(16,421
|
)
|
||||||
Depreciation and amortization
|
—
|
|
|
(2,055
|
)
|
|
—
|
|
|
(19,146
|
)
|
|
(19,078
|
)
|
|
(40,279
|
)
|
||||||
Loss on early extinguishment of debt
|
$
|
—
|
|
|
$
|
4,371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,371
|
|
Net income (loss)
|
$
|
—
|
|
|
$
|
4,195
|
|
|
$
|
—
|
|
|
$
|
(8,837
|
)
|
|
$
|
(495
|
)
|
|
$
|
(5,137
|
)
|
Ownership interest %
|
—
|
%
|
|
50
|
%
|
|
—
|
%
|
|
50
|
%
|
|
(b)
|
|
|
(b)
|
|
||||||
Company's share of net income (loss)
|
$
|
—
|
|
|
$
|
2,098
|
|
|
$
|
—
|
|
|
$
|
(4,419
|
)
|
|
$
|
(2,444
|
)
|
|
$
|
(4,765
|
)
|
Basis adjustments and other
|
—
|
|
|
101
|
|
|
—
|
|
|
(69
|
)
|
|
(81
|
)
|
|
(49
|
)
|
||||||
Equity in income (loss) of Real Estate Ventures
|
$
|
—
|
|
|
$
|
2,199
|
|
|
$
|
—
|
|
|
$
|
(4,488
|
)
|
|
$
|
(2,525
|
)
|
|
$
|
(4,814
|
)
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||||
|
DRA (G&I) Austin (a)
|
|
Brandywine-AI Venture LLC
|
|
evo at Cira Centre South (c)
|
|
MAP Venture
|
|
Other
|
|
Total
|
||||||||||||
Revenue
|
$
|
42,492
|
|
|
$
|
17,768
|
|
|
$
|
995
|
|
|
$
|
50,976
|
|
|
$
|
13,708
|
|
|
$
|
125,939
|
|
Operating expenses
|
(18,245
|
)
|
|
(8,010
|
)
|
|
(250
|
)
|
|
(30,347
|
)
|
|
(5,145
|
)
|
|
(61,997
|
)
|
||||||
Interest expense, net
|
(7,070
|
)
|
|
(2,606
|
)
|
|
(388
|
)
|
|
(10,426
|
)
|
|
(3,132
|
)
|
|
(23,622
|
)
|
||||||
Depreciation and amortization
|
(15,622
|
)
|
|
(6,915
|
)
|
|
(376
|
)
|
|
(14,096
|
)
|
|
(4,430
|
)
|
|
(41,439
|
)
|
||||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(718
|
)
|
|
(334
|
)
|
|
—
|
|
|
(1,052
|
)
|
||||||
Net income (loss)
|
$
|
1,555
|
|
|
$
|
237
|
|
|
$
|
(737
|
)
|
|
$
|
(4,227
|
)
|
|
$
|
1,001
|
|
|
$
|
(2,171
|
)
|
Ownership interest %
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
|
(b)
|
|
|
(b)
|
|
||||||
Company's share of net income (loss)
|
$
|
778
|
|
|
$
|
119
|
|
|
$
|
(369
|
)
|
|
$
|
(2,114
|
)
|
|
$
|
168
|
|
|
$
|
(1,418
|
)
|
Basis adjustments and other
|
378
|
|
|
33
|
|
|
11
|
|
|
(39
|
)
|
|
(147
|
)
|
|
236
|
|
||||||
Equity in income (loss) of Real Estate Ventures
|
$
|
1,156
|
|
|
$
|
152
|
|
|
$
|
(358
|
)
|
|
$
|
(2,153
|
)
|
|
$
|
21
|
|
|
$
|
(1,182
|
)
|
(a)
|
On December 11, 2018, the Company acquired from DRA Advisors, an unaffiliated third party, DRA’s 50% ownership interest in the G&I Austin Office LLC real estate venture. The DRA Austin Venture owned twelve office properties containing an aggregate 1,570,123 square feet, located in Austin, Texas. As a result of the acquisition, the Company acquired complete ownership of the Austin properties.
|
(b)
|
The Company’s unconsolidated ownership interests ranged from 15% to 70% during the three and nine months ended September 30, 2019 and 25% to 70% during the three and nine months ended September 30, 2018, subject to specified priority allocations of distributable cash in certain of the Real Estate Ventures.
|
(c)
|
The Company sold its 50% ownership interest in evo at Cira Centre South Venture during the first quarter of 2018.
|
|
September 30, 2019
|
||||||||||
|
Total Cost
|
|
Accumulated Amortization
|
|
Intangible Assets, net
|
||||||
Intangible assets, net:
|
|
|
|
|
|
||||||
In-place lease value
|
$
|
168,881
|
|
|
$
|
(74,951
|
)
|
|
$
|
93,930
|
|
Tenant relationship value
|
5,268
|
|
|
(4,728
|
)
|
|
540
|
|
|||
Above market leases acquired
|
4,955
|
|
|
(3,627
|
)
|
|
1,328
|
|
|||
Total intangible assets, net
|
$
|
179,104
|
|
|
$
|
(83,306
|
)
|
|
$
|
95,798
|
|
|
|
|
|
|
|
||||||
|
Total Cost
|
|
Accumulated Amortization
|
|
Intangible Liabilities, net
|
||||||
Acquired lease intangibles, net:
|
|
|
|
|
|
||||||
Below market leases acquired
|
$
|
44,876
|
|
|
$
|
(20,826
|
)
|
|
$
|
24,050
|
|
|
December 31, 2018
|
||||||||||
|
Total Cost
|
|
Accumulated Amortization
|
|
Intangible Assets, net
|
||||||
Intangible assets, net:
|
|
|
|
|
|
||||||
In-place lease value
|
$
|
181,887
|
|
|
$
|
(53,376
|
)
|
|
$
|
128,511
|
|
Tenant relationship value
|
9,564
|
|
|
(8,551
|
)
|
|
1,013
|
|
|||
Above market leases acquired
|
4,966
|
|
|
(3,142
|
)
|
|
1,824
|
|
|||
Total intangible assets, net
|
$
|
196,417
|
|
|
$
|
(65,069
|
)
|
|
$
|
131,348
|
|
|
|
|
|
|
|
||||||
|
Total Cost
|
|
Accumulated Amortization
|
|
Intangible Liabilities, net
|
||||||
Acquired lease intangibles, net:
|
|
|
|
|
|
||||||
Below market leases acquired
|
$
|
49,655
|
|
|
$
|
(17,872
|
)
|
|
$
|
31,783
|
|
|
Assets
|
|
Liabilities
|
||||
2019 (three months remaining)
|
$
|
10,057
|
|
|
$
|
1,696
|
|
2020
|
28,185
|
|
|
5,299
|
|
||
2021
|
18,289
|
|
|
3,890
|
|
||
2022
|
12,153
|
|
|
2,270
|
|
||
2023
|
9,236
|
|
|
1,722
|
|
||
Thereafter
|
17,878
|
|
|
9,173
|
|
||
Total
|
$
|
95,798
|
|
|
$
|
24,050
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
Effective
Interest Rate
|
|
Maturity
Date
|
||||
MORTGAGE DEBT:
|
|
|
|
|
|
|
|
||||
Two Logan Square
|
$
|
81,535
|
|
|
$
|
82,805
|
|
|
3.98%
|
|
May 2020
|
Four Tower Bridge
|
9,351
|
|
|
9,526
|
|
|
4.50%
|
|
February 2021
|
||
One Commerce Square
|
117,486
|
|
|
120,183
|
|
|
3.64%
|
|
April 2023
|
||
Two Commerce Square
|
108,991
|
|
|
110,518
|
|
|
4.51%
|
|
April 2023
|
||
Principal balance outstanding
|
317,363
|
|
|
323,032
|
|
|
|
|
|
||
Plus: fair market value premium (discount), net
|
(1,477
|
)
|
|
(1,759
|
)
|
|
|
|
|
||
Less: deferred financing costs
|
(283
|
)
|
|
(404
|
)
|
|
|
|
|
||
Mortgage indebtedness
|
$
|
315,603
|
|
|
$
|
320,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
UNSECURED DEBT
|
|
|
|
|
|
|
|
||||
$600 million Unsecured Credit Facility
|
$
|
146,500
|
|
|
$
|
92,500
|
|
|
LIBOR + 1.10%
|
|
July 2022
|
Seven-Year Term Loan - Swapped to fixed
|
250,000
|
|
|
250,000
|
|
|
2.87%
|
|
October 2022
|
||
$350.0M 3.95% Guaranteed Notes due 2023
|
350,000
|
|
|
350,000
|
|
|
3.87%
|
|
February 2023
|
||
$250.0M 4.10% Guaranteed Notes due 2024
|
250,000
|
|
|
250,000
|
|
|
4.33%
|
|
October 2024
|
||
$450.0M 3.95% Guaranteed Notes due 2027
|
450,000
|
|
|
450,000
|
|
|
4.03%
|
|
November 2027
|
||
$250.0M 4.55% Guaranteed Notes due 2029
|
250,000
|
|
|
250,000
|
|
|
4.60%
|
|
October 2029
|
||
Indenture IA (Preferred Trust I)
|
27,062
|
|
|
27,062
|
|
|
LIBOR + 1.25%
|
|
March 2035
|
||
Indenture IB (Preferred Trust I) - Swapped to fixed
|
25,774
|
|
|
25,774
|
|
|
3.30%
|
|
April 2035
|
||
Indenture II (Preferred Trust II) - Swapped to fixed
|
25,774
|
|
|
25,774
|
|
|
3.09%
|
|
July 2035
|
||
Principal balance outstanding
|
1,775,110
|
|
|
1,721,110
|
|
|
|
|
|
||
Plus: original issue premium (discount), net
|
(3,852
|
)
|
|
(4,096
|
)
|
|
|
|
|
||
Less: deferred financing costs
|
(8,606
|
)
|
|
(9,837
|
)
|
|
|
|
|
||
Total unsecured indebtedness
|
$
|
1,762,652
|
|
|
$
|
1,707,177
|
|
|
|
|
|
Total Debt Obligations
|
$
|
2,078,255
|
|
|
$
|
2,028,046
|
|
|
|
|
|
2019 (three months remaining)
|
$
|
1,926
|
|
2020
|
87,225
|
|
|
2021
|
15,143
|
|
|
2022
|
402,832
|
|
|
2023
|
556,737
|
|
|
Thereafter
|
1,028,610
|
|
|
Total principal payments
|
2,092,473
|
|
|
Net unamortized premiums/(discounts)
|
(5,329
|
)
|
|
Net deferred financing costs
|
(8,889
|
)
|
|
Outstanding indebtedness
|
$
|
2,078,255
|
|
•
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access;
|
•
|
Level 2 inputs are inputs, other than quoted prices included in Level 1, which are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and
|
•
|
Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity or information.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying Amount (a)
|
|
Fair Value
|
|
Carrying Amount (a)
|
|
Fair Value
|
||||||||
Unsecured notes payable
|
$
|
1,289,112
|
|
|
$
|
1,366,900
|
|
|
$
|
1,288,024
|
|
|
$
|
1,262,570
|
|
Variable rate debt
|
$
|
473,540
|
|
|
$
|
456,478
|
|
|
$
|
419,153
|
|
|
$
|
402,924
|
|
Mortgage notes payable
|
$
|
315,603
|
|
|
$
|
320,761
|
|
|
$
|
320,869
|
|
|
$
|
318,515
|
|
Notes receivable
|
$
|
44,430
|
|
|
$
|
40,844
|
|
|
$
|
47,771
|
|
|
$
|
47,747
|
|
(a)
|
Amounts presented are net of deferred financing costs of $7.0 million and $7.9 million for unsecured notes payable, $1.6 million and $5.1 million for variable rate debt and $0.3 million and $0.4 million for mortgage notes payable as of September 30, 2019 and December 31, 2018, respectively.
|
Hedge Product
|
|
Hedge Type
|
|
Designation
|
|
Notional Amount
|
|
Strike
|
|
Trade Date
|
|
Maturity Date
|
|
Fair value
|
|||||||||||||
|
|
|
|
|
|
9/30/2019
|
|
12/31/2018
|
|
|
|
|
|
|
|
9/30/2019
|
|
12/31/2018
|
|||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Swap
|
|
Interest Rate
|
|
Cash Flow
|
(a)
|
$
|
25,774
|
|
|
$
|
25,774
|
|
|
3.090
|
%
|
|
January 6, 2012
|
|
October 30, 2019
|
|
$
|
28
|
|
|
$
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Swap
|
|
Interest Rate
|
|
Cash Flow
|
(a)
|
$
|
250,000
|
|
|
$
|
250,000
|
|
|
2.868
|
%
|
|
October 8, 2015
|
|
October 8, 2022
|
|
$
|
(1,586
|
)
|
|
$
|
7,008
|
|
Swap
|
|
Interest Rate
|
|
Cash Flow
|
(a)
|
$
|
25,774
|
|
|
$
|
25,774
|
|
|
3.300
|
%
|
|
December 22, 2011
|
|
January 30, 2021
|
|
(99
|
)
|
|
292
|
|
||
|
|
|
|
|
|
$
|
301,548
|
|
|
$
|
301,548
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Hedging unsecured variable rate debt.
|
|
Three Months Ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
6,820
|
|
|
$
|
6,820
|
|
|
$
|
(43,522
|
)
|
|
$
|
(43,522
|
)
|
Net (income) loss attributable to noncontrolling interests
|
(48
|
)
|
|
(48
|
)
|
|
342
|
|
|
342
|
|
||||
Nonforfeitable dividends allocated to unvested restricted shareholders
|
(93
|
)
|
|
(93
|
)
|
|
(80
|
)
|
|
(80
|
)
|
||||
Net income (loss) attributable to common shareholders
|
$
|
6,679
|
|
|
$
|
6,679
|
|
|
$
|
(43,260
|
)
|
|
$
|
(43,260
|
)
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
176,195,244
|
|
|
176,195,244
|
|
|
178,602,622
|
|
|
178,602,622
|
|
||||
Contingent securities/Share based compensation
|
—
|
|
|
555,356
|
|
|
—
|
|
|
—
|
|
||||
Weighted-average shares outstanding
|
176,195,244
|
|
|
176,750,600
|
|
|
178,602,622
|
|
|
178,602,622
|
|
||||
Earnings (loss) per Common Share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
(0.24
|
)
|
|
$
|
(0.24
|
)
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
17,655
|
|
|
$
|
17,655
|
|
|
$
|
13,799
|
|
|
$
|
13,799
|
|
Net income attributable to noncontrolling interests
|
(155
|
)
|
|
(155
|
)
|
|
(162
|
)
|
|
(162
|
)
|
||||
Nonforfeitable dividends allocated to unvested restricted shareholders
|
(305
|
)
|
|
(305
|
)
|
|
(280
|
)
|
|
(280
|
)
|
||||
Net income attributable to common shareholders
|
$
|
17,195
|
|
|
$
|
17,195
|
|
|
$
|
13,357
|
|
|
$
|
13,357
|
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
176,066,507
|
|
|
176,066,507
|
|
|
178,515,993
|
|
|
178,515,993
|
|
||||
Contingent securities/Share based compensation
|
—
|
|
|
551,219
|
|
|
—
|
|
|
1,236,551
|
|
||||
Weighted-average shares outstanding
|
176,066,507
|
|
|
176,617,726
|
|
|
178,515,993
|
|
|
179,752,544
|
|
||||
Earnings per Common Share:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
Three Months Ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
6,820
|
|
|
$
|
6,820
|
|
|
$
|
(43,522
|
)
|
|
$
|
(43,522
|
)
|
Net income attributable to noncontrolling interests
|
(11
|
)
|
|
(11
|
)
|
|
(20
|
)
|
|
(20
|
)
|
||||
Nonforfeitable dividends allocated to unvested restricted unitholders
|
(93
|
)
|
|
(93
|
)
|
|
(80
|
)
|
|
(80
|
)
|
||||
Net income (loss) attributable to common unitholders
|
$
|
6,716
|
|
|
$
|
6,716
|
|
|
$
|
(43,622
|
)
|
|
$
|
(43,622
|
)
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted-average units outstanding
|
177,176,870
|
|
|
177,176,870
|
|
|
180,082,421
|
|
|
180,082,421
|
|
||||
Contingent securities/Share based compensation
|
—
|
|
|
555,356
|
|
|
—
|
|
|
—
|
|
||||
Total weighted-average units outstanding
|
177,176,870
|
|
|
177,732,226
|
|
|
180,082,421
|
|
|
180,082,421
|
|
||||
Earnings (loss) per Common Partnership Unit:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common unitholders
|
0.04
|
|
|
0.04
|
|
|
(0.24
|
)
|
|
(0.24
|
)
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
17,655
|
|
|
$
|
17,655
|
|
|
$
|
13,799
|
|
|
$
|
13,799
|
|
Net income attributable to noncontrolling interests
|
(58
|
)
|
|
(58
|
)
|
|
(46
|
)
|
|
(46
|
)
|
||||
Nonforfeitable dividends allocated to unvested restricted unitholders
|
(305
|
)
|
|
(305
|
)
|
|
(280
|
)
|
|
(280
|
)
|
||||
Net income attributable to common unitholders
|
$
|
17,292
|
|
|
$
|
17,292
|
|
|
$
|
13,473
|
|
|
$
|
13,473
|
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted-average units outstanding
|
177,048,621
|
|
|
177,048,621
|
|
|
179,995,792
|
|
|
179,995,792
|
|
||||
Contingent securities/Share based compensation
|
—
|
|
|
551,219
|
|
|
—
|
|
|
1,236,551
|
|
||||
Total weighted-average units outstanding
|
177,048,621
|
|
|
177,599,840
|
|
|
179,995,792
|
|
|
181,232,343
|
|
||||
Earnings per Common Partnership Unit
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common unitholders
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
Real estate investments, at cost:
|
|
|
|
||||
|
September 30, 2019
|
|
December 31, 2018
|
||||
Philadelphia CBD
|
$
|
1,716,466
|
|
|
$
|
1,670,388
|
|
Pennsylvania Suburbs
|
1,005,332
|
|
|
1,002,937
|
|
||
Austin, Texas
|
719,441
|
|
|
667,698
|
|
||
Metropolitan Washington, D.C.
|
467,117
|
|
|
524,190
|
|
||
Other
|
86,872
|
|
|
86,506
|
|
||
|
$
|
3,995,228
|
|
|
$
|
3,951,719
|
|
|
|
|
|
||||
Right of use asset - operating leases, net (a)
|
$
|
21,828
|
|
|
$
|
—
|
|
|
|
|
|
||||
Corporate
|
|
|
|
||||
Construction-in-progress
|
$
|
151,232
|
|
|
$
|
150,263
|
|
Land held for development (b)
|
$
|
92,189
|
|
|
$
|
86,401
|
|
Prepaid leasehold interests in land held for development, net (c)
|
$
|
39,694
|
|
|
$
|
39,999
|
|
(a)
|
On January 1, 2019, as a result of the adoption of Topic 842, Leases, the Company recognized operating ground leases for which it is a lessee on its consolidated balance sheets. See Note 2, “Basis of Presentation,” for further information.
|
(b)
|
As of September 30, 2019, the Company categorized 35.2 acres of land held for development, located in the Other segment, as held for sale in accordance with applicable accounting standards for long lived assets. As of December 31, 2018, the Company categorized 37.9 acres of land held for development, comprised of 2.7 acres and 35.2 acres, located in the Pennsylvania Suburbs segment and Other segment, respectively, as held for sale in accordance with applicable accounting standards for long lived assets. See Note 3, “Real Estate Investments,” for further information.
|
(c)
|
As of September 30, 2019 and December 31, 2018, this caption comprised leasehold interests in prepaid 99-year ground leases at 3025 and 3001-3003 JFK Boulevard, in Philadelphia, Pennsylvania.
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
|
Total revenue
|
|
Operating expenses (a)
|
|
Net operating income (loss)
|
|
Total revenue
|
|
Operating expenses (a)
|
|
Net operating income (loss)
|
||||||||||||
Philadelphia CBD
|
$
|
66,105
|
|
|
$
|
(24,773
|
)
|
|
$
|
41,332
|
|
|
$
|
64,352
|
|
|
$
|
(24,427
|
)
|
|
$
|
39,925
|
|
Pennsylvania Suburbs
|
34,818
|
|
|
(11,667
|
)
|
|
23,151
|
|
|
34,745
|
|
|
(11,956
|
)
|
|
22,789
|
|
||||||
Austin, Texas (b)
|
26,280
|
|
|
(9,302
|
)
|
|
16,978
|
|
|
8,641
|
|
|
(3,894
|
)
|
|
4,747
|
|
||||||
Metropolitan Washington, D.C. (c)
|
13,179
|
|
|
(5,999
|
)
|
|
7,180
|
|
|
22,754
|
|
|
(8,548
|
)
|
|
14,206
|
|
||||||
Other
|
3,706
|
|
|
(2,691
|
)
|
|
1,015
|
|
|
3,707
|
|
|
(2,436
|
)
|
|
1,271
|
|
||||||
Corporate
|
1,243
|
|
|
(1,642
|
)
|
|
(399
|
)
|
|
799
|
|
|
(1,636
|
)
|
|
(837
|
)
|
||||||
Operating properties
|
$
|
145,331
|
|
|
$
|
(56,074
|
)
|
|
$
|
89,257
|
|
|
$
|
134,998
|
|
|
$
|
(52,897
|
)
|
|
$
|
82,101
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
|
Total revenue
|
|
Operating expenses (a)
|
|
Net operating income (loss)
|
|
Total revenue
|
|
Operating expenses (a)
|
|
Net operating income (loss)
|
||||||||||||
Philadelphia CBD
|
$
|
196,859
|
|
|
$
|
(75,311
|
)
|
|
$
|
121,548
|
|
|
$
|
190,478
|
|
|
$
|
(73,559
|
)
|
|
116,919
|
|
|
Pennsylvania Suburbs
|
104,744
|
|
|
(36,466
|
)
|
|
68,278
|
|
|
103,960
|
|
|
(37,075
|
)
|
|
66,885
|
|
||||||
Austin, Texas (b)
|
77,234
|
|
|
(28,182
|
)
|
|
49,052
|
|
|
25,474
|
|
|
(10,812
|
)
|
|
14,662
|
|
||||||
Metropolitan Washington, D.C. (c)
|
40,372
|
|
|
(18,542
|
)
|
|
21,830
|
|
|
69,012
|
|
|
(25,699
|
)
|
|
43,313
|
|
||||||
Other
|
10,352
|
|
|
(7,226
|
)
|
|
3,126
|
|
|
13,187
|
|
|
(9,601
|
)
|
|
3,586
|
|
||||||
Corporate
|
3,817
|
|
|
(4,969
|
)
|
|
(1,152
|
)
|
|
3,031
|
|
|
(5,240
|
)
|
|
(2,209
|
)
|
||||||
Operating properties
|
$
|
433,378
|
|
|
$
|
(170,696
|
)
|
|
$
|
262,682
|
|
|
$
|
405,142
|
|
|
$
|
(161,986
|
)
|
|
$
|
243,156
|
|
(a)
|
Includes property operating expenses, real estate taxes and third party management expense.
|
(b)
|
On December 11, 2018, the Company acquired from DRA Advisors, an unaffiliated third party, DRA’s 50% ownership interest in the G&I Austin Office LLC real estate venture. The DRA Austin Venture owned twelve office properties containing an aggregate 1,570,123 square feet, located in Austin, Texas. As a result of the acquisition, the Company acquired complete ownership of the Austin properties.
|
(c)
|
On December 20, 2018, the Company contributed a portfolio of eight properties containing an aggregate of 1,293,197 square feet, located in its Metropolitan Washington, D.C. segment, known as the Rockpoint Portfolio, to the Herndon Innovation Center Venture. The Company and its partner own 15% and 85% interests in the Herndon Innovation Center Venture, respectively.
|
(a)
|
On December 20, 2018, the Company formed the Herndon Innovation Center Venture. See footnote (c) to the “Net operating income” table above for further information regarding this transaction.
|
(b)
|
On August 29, 2019, BDN – AI Venture transferred an office building to the lender in full satisfaction of the outstanding mortgage loan. Refer to Note 4, “Investment in Unconsolidated Real Estate Ventures” for further information.
|
(c)
|
Represents a joint venture formed on February 4, 2016 between the Company and MAP Ground Lease Holdings LLC, an affiliate of Och-Ziff Capital Management Group, LLC. The business operations, including properties in Richmond,
|
(d)
|
On December 11, 2018, the Company acquired from DRA Advisors, an unaffiliated third party, DRA’s 50% ownership interest in the G&I Austin Office LLC real estate venture. The DRA Austin Venture owned twelve office properties containing an aggregate 1,570,123 square feet, located in Austin, Texas. As a result of the acquisition, the Company acquired complete ownership of the Austin properties.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
$
|
6,820
|
|
|
$
|
(43,522
|
)
|
|
$
|
17,655
|
|
|
$
|
13,799
|
|
Plus:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
20,400
|
|
|
19,257
|
|
|
61,273
|
|
|
58,091
|
|
||||
Interest expense - amortization of deferred financing costs
|
694
|
|
|
618
|
|
|
2,026
|
|
|
1,872
|
|
||||
Depreciation and amortization
|
55,627
|
|
|
44,141
|
|
|
158,738
|
|
|
131,631
|
|
||||
General and administrative expenses
|
6,974
|
|
|
5,963
|
|
|
25,217
|
|
|
22,209
|
|
||||
Equity in loss (income) of Real Estate Ventures
|
1,965
|
|
|
(1
|
)
|
|
4,814
|
|
|
1,182
|
|
||||
Provision for impairment
|
—
|
|
|
56,865
|
|
|
—
|
|
|
56,865
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Less:
|
|
|
|
|
|
|
|
||||||||
Interest income
|
558
|
|
|
1,220
|
|
|
1,636
|
|
|
2,564
|
|
||||
Income tax provision
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(158
|
)
|
||||
Net gain (loss) on disposition of real estate
|
356
|
|
|
—
|
|
|
356
|
|
|
(35
|
)
|
||||
Net gain on sale of undepreciated real estate
|
250
|
|
|
—
|
|
|
1,501
|
|
|
2,859
|
|
||||
Net gain on real estate venture transactions
|
2,059
|
|
|
—
|
|
|
3,594
|
|
|
37,263
|
|
||||
Consolidated net operating income
|
$
|
89,257
|
|
|
$
|
82,101
|
|
|
$
|
262,682
|
|
|
$
|
243,156
|
|
Year
|
|
Minimum Rent
|
||
2019 (three months remaining)
|
|
$
|
303
|
|
2020
|
|
1,217
|
|
|
2021
|
|
1,232
|
|
|
2022
|
|
1,248
|
|
|
2023
|
|
1,263
|
|
|
Thereafter
|
|
111,757
|
|
|
Total lease payments
|
|
$
|
117,020
|
|
Less: Imputed interest
|
|
(94,517
|
)
|
|
Present value of operating lease liabilities
|
|
$
|
22,503
|
|
Year
|
|
Minimum Rent
|
||
2019
|
|
$
|
1,222
|
|
2020
|
|
1,222
|
|
|
2021
|
|
1,222
|
|
|
2022
|
|
1,222
|
|
|
2023
|
|
1,222
|
|
|
Thereafter
|
|
55,689
|
|
|
Total
|
|
$
|
61,799
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Leasing Activity
|
|
|
|
|
|
|
|
||||||||
Core Properties (1):
|
|
|
|
|
|
|
|
||||||||
Total net rentable square feet owned
|
16,168,629
|
|
|
14,338,030
|
|
|
16,168,629
|
|
|
14,338,030
|
|
||||
Occupancy percentage (end of period)
|
93.2
|
%
|
|
93.0
|
%
|
|
93.2
|
%
|
|
93.0
|
%
|
||||
Average occupancy percentage
|
92.9
|
%
|
|
92.8
|
%
|
|
92.2
|
%
|
|
92.6
|
%
|
||||
Total Portfolio, less properties in development (2):
|
|
|
|
|
|
|
|
||||||||
Retention rate
|
71.6
|
%
|
|
75.1
|
%
|
|
72.2
|
%
|
|
66.3
|
%
|
||||
New leases and expansions commenced (square feet)
|
276,907
|
|
|
196,129
|
|
|
902,040
|
|
|
479,814
|
|
||||
Leases renewed (square feet)
|
240,904
|
|
|
139,407
|
|
|
748,953
|
|
|
437,160
|
|
||||
Net absorption (square feet)
|
33,173
|
|
|
49,578
|
|
|
116,164
|
|
|
(40,884
|
)
|
||||
Percentage change in rental rates per square feet (3):
|
|
|
|
|
|
|
|
||||||||
New and expansion rental rates
|
13.3
|
%
|
|
17.1
|
%
|
|
13.9
|
%
|
|
22.6
|
%
|
||||
Renewal rental rates
|
6.5
|
%
|
|
6.3
|
%
|
|
11.8
|
%
|
|
8.6
|
%
|
||||
Combined rental rates
|
9.3
|
%
|
|
11.4
|
%
|
|
12.4
|
%
|
|
14.4
|
%
|
||||
Capital Costs Committed (4):
|
|
|
|
|
|
|
|
||||||||
Leasing commissions (per square feet)
|
$
|
9.49
|
|
|
$
|
2.75
|
|
|
$
|
8.05
|
|
|
$
|
5.94
|
|
Tenant Improvements (per square feet)
|
$
|
29.78
|
|
|
$
|
8.26
|
|
|
$
|
23.77
|
|
|
$
|
18.77
|
|
Weighted average lease term (years)
|
7.9
|
|
|
5.8
|
|
|
7.4
|
|
|
7.1
|
|
||||
Total capital per square foot per lease year
|
$
|
4.82
|
|
|
$
|
2.57
|
|
|
$
|
4.76
|
|
|
$
|
3.21
|
|
(1)
|
Includes all Core Properties and does not include properties under development, redevelopment or held for sale or sold.
|
(2)
|
Includes leasing related to completed developments and redevelopments, as well as sold properties.
|
(3)
|
Rental rates include base rent plus reimbursement for operating expenses and real estate taxes.
|
(4)
|
Calculated on a weighted average basis.
|
Construction Commencement Date
|
|
Expected Completion
|
|
Activity Type
|
|
Property/Portfolio Name
|
|
Location
|
|
Number of Buildings
|
|
Square Footage/ Units
|
|
Estimated Costs
|
|
Amount Funded
|
|||||
Q2 2019
|
|
Q2 2020
|
|
Redevelopment
|
|
The Bulletin Building
|
|
Philadelphia, PA
|
|
1
|
|
283,000
|
|
|
$
|
84,800
|
|
(a)
|
$
|
53,600
|
|
Q1 2019
|
|
Q4 2020
|
|
Development
|
|
405 Colorado Street
|
|
Austin, TX
|
|
1
|
|
204,000
|
|
|
114,000
|
|
(b)
|
19,600
|
|
||
Q2 2018
|
|
Q1 2019 (c)
|
|
Redevelopment
|
|
426 W. Lancaster Avenue
|
|
Devon, PA
|
|
1
|
|
56,000
|
|
|
14,900
|
|
(c)
|
12,500
|
|
||
|
|
|
|
Total
|
|
|
|
|
|
3
|
|
543,000
|
|
|
$
|
213,700
|
|
|
$
|
85,700
|
|
(a)
|
Estimated costs include $37.8 million of building basis, representing the acquisition cost. The amount funded, as of September 30, 2019, includes $5.1 million related to an $8.0 million funding commitment required through the ground lease. See "Liquidity and Capital Resources – Contractual Obligations" for further information regarding this commitment.
|
(b)
|
Estimated costs includes $2.1 million of existing property basis through a ground lease. Project includes 520 parking spaces.
|
(c)
|
The property was vacated during the third quarter of 2017. Total project costs include $4.9 million of existing property basis. The renovation of the base building was substantially completed during the first quarter of 2019 and remaining costs as of September 30, 2019 primarily represent tenant improvements.
|
|
|
Same Store Property Portfolio
|
|
Recently Completed/Acquired Properties (a)
|
|
Development/Redevelopment Properties (b)
|
|
Other/(Eliminations) (c)
|
|
Total Portfolio
|
||||||||||||||||||||||||||||||||||||||
(dollars and square feet in thousands)
|
|
2019
|
|
2018
|
|
Increase/ (Decrease)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Increase/ (Decrease)
|
||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Rents
|
|
$
|
110,921
|
|
|
$
|
111,858
|
|
|
$
|
(937
|
)
|
|
$
|
22,221
|
|
|
$
|
1,571
|
|
|
$
|
2,043
|
|
|
$
|
1,961
|
|
|
$
|
4,043
|
|
|
$
|
13,245
|
|
|
$
|
139,228
|
|
|
$
|
128,635
|
|
|
$
|
10,593
|
|
Third party management fees, labor reimbursement and leasing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,938
|
|
|
4,944
|
|
|
4,938
|
|
|
4,944
|
|
|
(6
|
)
|
||||||||||||
Other
|
|
436
|
|
|
341
|
|
|
95
|
|
|
55
|
|
|
—
|
|
|
2
|
|
|
30
|
|
|
672
|
|
|
1,048
|
|
|
1,165
|
|
|
1,419
|
|
|
(254
|
)
|
||||||||||||
Total revenue
|
|
111,357
|
|
|
112,199
|
|
|
(842
|
)
|
|
22,276
|
|
|
1,571
|
|
|
2,045
|
|
|
1,991
|
|
|
9,653
|
|
|
19,237
|
|
|
145,331
|
|
|
134,998
|
|
|
10,333
|
|
||||||||||||
Property operating expenses
|
|
31,098
|
|
|
32,011
|
|
|
913
|
|
|
4,345
|
|
|
365
|
|
|
550
|
|
|
772
|
|
|
2,365
|
|
|
4,704
|
|
|
38,358
|
|
|
37,852
|
|
|
(506
|
)
|
||||||||||||
Real estate taxes
|
|
10,983
|
|
|
10,403
|
|
|
(580
|
)
|
|
3,603
|
|
|
230
|
|
|
244
|
|
|
226
|
|
|
417
|
|
|
1,574
|
|
|
15,247
|
|
|
12,433
|
|
|
(2,814
|
)
|
||||||||||||
Third party management expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,469
|
|
|
2,612
|
|
|
2,469
|
|
|
2,612
|
|
|
143
|
|
||||||||||||
Net operating income
|
|
69,276
|
|
|
69,785
|
|
|
(509
|
)
|
|
14,328
|
|
|
976
|
|
|
1,251
|
|
|
993
|
|
|
4,402
|
|
|
10,347
|
|
|
89,257
|
|
|
82,101
|
|
|
7,156
|
|
||||||||||||
Depreciation and amortization
|
|
37,666
|
|
|
35,981
|
|
|
(1,685
|
)
|
|
13,902
|
|
|
752
|
|
|
1,578
|
|
|
887
|
|
|
2,481
|
|
|
6,521
|
|
|
55,627
|
|
|
44,141
|
|
|
(11,486
|
)
|
||||||||||||
Provision for impairment (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,865
|
|
|
—
|
|
|
56,865
|
|
|
56,865
|
|
||||||||||||
General & administrative expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,974
|
|
|
5,963
|
|
|
6,974
|
|
|
5,963
|
|
|
(1,011
|
)
|
||||||||||||
Net gain on disposition of real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(356
|
)
|
|
—
|
|
|
356
|
|
|||||||||||||||||||||
Net gain on sale of undepreciated real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(250
|
)
|
|
—
|
|
|
250
|
|
|||||||||||||||||||||
Operating income (loss)
|
|
$
|
31,610
|
|
|
$
|
33,804
|
|
|
$
|
(2,194
|
)
|
|
$
|
426
|
|
|
$
|
224
|
|
|
$
|
(327
|
)
|
|
$
|
106
|
|
|
$
|
(5,053
|
)
|
|
$
|
(59,002
|
)
|
|
$
|
27,262
|
|
|
$
|
(24,868
|
)
|
|
$
|
52,130
|
|
Number of properties
|
|
74
|
|
|
74
|
|
|
|
|
17
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
95
|
|
|
|
|
|
|||||||||||||||||||
Square feet
|
|
14,009
|
|
|
14,009
|
|
|
|
|
2,159
|
|
|
|
|
543
|
|
|
|
|
|
|
|
|
16,711
|
|
|
|
|
|
|||||||||||||||||||
Core Occupancy % (e)
|
|
93.1
|
%
|
|
93.1
|
%
|
|
|
|
93.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
558
|
|
|
1,220
|
|
|
(662
|
)
|
|||||||||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,400
|
)
|
|
(19,257
|
)
|
|
(1,143
|
)
|
|||||||||||||||||||||
Interest expense — Deferred financing costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(694
|
)
|
|
(618
|
)
|
|
(76
|
)
|
|||||||||||||||||||||
Equity in income (loss) of Real Estate Ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,965
|
)
|
|
1
|
|
|
(1,966
|
)
|
|||||||||||||||||||||
Net gain on real estate venture transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,059
|
|
|
—
|
|
|
2,059
|
|
|||||||||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,820
|
|
|
$
|
(43,522
|
)
|
|
$
|
50,342
|
|
||||||||||||||||||
Net income (loss) attributable to Common Shareholders of Brandywine Realty Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.04
|
|
|
$
|
(0.24
|
)
|
|
$
|
0.28
|
|
(a)
|
Includes: three properties recently completed, and 14 acquisitions.
|
(b)
|
Includes: one development and three redevelopment properties.
|
(c)
|
Includes certain revenues and expenses at the corporate level as well as various intercompany costs that are eliminated in consolidation, third-party management fees and provisions for impairment. Other/(Eliminations) also includes
|
(d)
|
Impairment charges are excluded from Same Store Property operating and presented in Other
|
(e)
|
Pertains to Core Properties.
|
•
|
$1.2 million decrease primarily due to increased ground rent expense at the MAP Venture during the third quarter of 2019 compared to the third quarter of 2018 as a result of the adoption of Topic 842, Leases;
|
•
|
$0.3 million decrease related to the Herndon Innovation Center Venture, which was formed during the fourth quarter of 2018; and
|
•
|
$0.4 million decrease related to our acquisition and consolidation of DRA Advisor’s 50% ownership interest in the DRA Austin Venture during the fourth quarter of 2018, which generated income during the three months ended September 30, 2018.
|
|
|
Same Store Property Portfolio
|
|
Recently Completed/Acquired Properties (a)
|
|
Development/Redevelopment Properties (b)
|
|
Other (Eliminations) (c)
|
|
Total Portfolio
|
||||||||||||||||||||||||||||||||||||||
(dollars and square feet in thousands)
|
|
2019
|
|
2018
|
|
Increase/
(Decrease)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Increase/
(Decrease)
|
||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Rents
|
|
$
|
330,982
|
|
|
$
|
330,779
|
|
|
$
|
203
|
|
|
$
|
64,928
|
|
|
$
|
6,505
|
|
|
$
|
6,439
|
|
|
$
|
5,069
|
|
|
$
|
12,764
|
|
|
$
|
39,968
|
|
|
$
|
415,113
|
|
|
$
|
382,321
|
|
|
$
|
32,792
|
|
Third party management fees, labor reimbursement and leasing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,041
|
|
|
17,531
|
|
|
14,041
|
|
|
17,531
|
|
|
(3,490
|
)
|
||||||||||||
Other
|
|
1,123
|
|
|
1,230
|
|
|
(107
|
)
|
|
156
|
|
|
(16
|
)
|
|
8
|
|
|
40
|
|
|
2,937
|
|
|
4,036
|
|
|
4,224
|
|
|
5,290
|
|
|
(1,066
|
)
|
||||||||||||
Total revenue
|
|
332,105
|
|
|
332,009
|
|
|
96
|
|
|
65,084
|
|
|
6,489
|
|
|
6,447
|
|
|
5,109
|
|
|
29,742
|
|
|
61,535
|
|
|
433,378
|
|
|
405,142
|
|
|
28,236
|
|
||||||||||||
Property operating expenses
|
|
94,639
|
|
|
95,130
|
|
|
491
|
|
|
13,133
|
|
|
1,861
|
|
|
2,034
|
|
|
2,687
|
|
|
6,736
|
|
|
15,431
|
|
|
116,542
|
|
|
115,109
|
|
|
(1,433
|
)
|
||||||||||||
Real estate taxes
|
|
33,936
|
|
|
30,682
|
|
|
(3,254
|
)
|
|
11,133
|
|
|
939
|
|
|
744
|
|
|
699
|
|
|
1,306
|
|
|
4,952
|
|
|
47,119
|
|
|
37,272
|
|
|
(9,847
|
)
|
||||||||||||
Third party management expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,035
|
|
|
9,605
|
|
|
7,035
|
|
|
9,605
|
|
|
2,570
|
|
||||||||||||
Net operating income
|
|
203,530
|
|
|
206,197
|
|
|
(2,667
|
)
|
|
40,818
|
|
|
3,689
|
|
|
3,669
|
|
|
1,723
|
|
|
14,665
|
|
|
31,547
|
|
|
262,682
|
|
|
243,156
|
|
|
19,526
|
|
||||||||||||
Depreciation and amortization
|
|
107,595
|
|
|
105,803
|
|
|
(1,792
|
)
|
|
38,767
|
|
|
3,270
|
|
|
3,233
|
|
|
2,851
|
|
|
9,143
|
|
|
19,707
|
|
|
158,738
|
|
|
131,631
|
|
|
(27,107
|
)
|
||||||||||||
General & administrative expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,217
|
|
|
22,209
|
|
|
25,217
|
|
|
22,209
|
|
|
(3,008
|
)
|
||||||||||||
Provision for impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
56,865
|
|
|
—
|
|
|
56,865
|
|
|
56,865
|
|
|||||||||||||||||||
Net (gain) loss on disposition of real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(356
|
)
|
|
35
|
|
|
391
|
|
|||||||||||||||||||||
Net gain on sale of undepreciated real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,501
|
)
|
|
(2,859
|
)
|
|
(1,358
|
)
|
|||||||||||||||||||||
Operating income (loss)
|
|
$
|
95,935
|
|
|
$
|
100,394
|
|
|
$
|
(4,459
|
)
|
|
$
|
2,051
|
|
|
$
|
419
|
|
|
$
|
436
|
|
|
$
|
(1,128
|
)
|
|
$
|
(19,695
|
)
|
|
$
|
(67,234
|
)
|
|
$
|
80,584
|
|
|
$
|
35,275
|
|
|
$
|
45,309
|
|
Number of properties
|
|
73
|
|
|
73
|
|
|
|
|
18
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
95
|
|
|
|
|
|
|||||||||||||||||||
Square feet
|
|
13,923
|
|
|
13,923
|
|
|
|
|
2,245
|
|
|
|
|
543
|
|
|
|
|
|
|
|
|
16,711
|
|
|
|
|
|
|||||||||||||||||||
Core Occupancy % (d)
|
|
93.1
|
%
|
|
93.2
|
%
|
|
|
|
93.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,636
|
|
|
2,564
|
|
|
(928
|
)
|
|||||||||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61,273
|
)
|
|
(58,091
|
)
|
|
(3,182
|
)
|
|||||||||||||||||||||
Interest expense — Deferred financing costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,026
|
)
|
|
(1,872
|
)
|
|
(154
|
)
|
|||||||||||||||||||||
Equity in loss of Real Estate Ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,814
|
)
|
|
(1,182
|
)
|
|
(3,632
|
)
|
|||||||||||||||||||||
Net gain on real estate venture transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,594
|
|
|
37,263
|
|
|
(33,669
|
)
|
|||||||||||||||||||||
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(46
|
)
|
|
(158
|
)
|
|
112
|
|
|||||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
17,655
|
|
|
$
|
13,799
|
|
|
$
|
3,856
|
|
||||||||||||||||||
Net income attributable to Common Shareholders of Brandywine Realty Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
$
|
0.03
|
|
(a)
|
Results include: three properties recently completed and 15 acquisitions.
|
(b)
|
Results include: one development and three redevelopment properties.
|
(c)
|
Represents certain revenues and expenses at the corporate level as well as various intercompany costs that are eliminated in consolidation, third-party management fees and provisions for impairment. It also includes properties sold that do not qualify as discontinued operations and properties classified as held for sale.
|
(d)
|
Pertains to Core Properties.
|
•
|
$2.4 million increase primarily due to increased ground rent expense at the MAP Venture during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 as a result of the adoption of Topic 842, Leases;
|
•
|
$1.2 million increase related to our acquisition and consolidation of DRA Advisor’s 50% ownership interest in the DRA Austin Venture during the fourth quarter of 2018, which generated $1.2 million of income during the nine months ended September 30, 2018; and
|
•
|
$0.3 million increase related to the Herndon Innovation Center Venture, which was formed during the fourth quarter of 2018.
|
•
|
$25.7 million from the sale of the evo at Cira Centre South Venture; and
|
•
|
$11.6 million gain recognized on the exchange of our 20% interest in the Seven Tower Bridge Venture for the remaining 35% interest in the Four Tower Bridge Venture.
|
•
|
$1.2 million of gain recognized related to related to proceeds from a connection agreement by the 51 N Street venture with the third-party owner of an adjacent property;
|
•
|
$0.3 million of additional proceeds during the first quarter of 2019 from the sale of the evo at Cira Centre South Venture, which was sold during the first quarter of 2018; and
|
•
|
$2.1 million related to the gain on debt forgiveness for 3130 Fairview Drive, located in Falls Church, VA, held by the BDN - AI Venture.
|
•
|
fund normal recurring expenses;
|
•
|
fund capital expenditures, including capital and tenant improvements and leasing costs;
|
•
|
fund debt service and principal repayment obligations;
|
•
|
fund current development and redevelopment costs;
|
•
|
fund commitments to unconsolidated real estate ventures;
|
•
|
fund distributions to shareholders to maintain our Parent Company’s REIT status;
|
•
|
fund possible acquisitions of properties, either directly or indirectly through the acquisition of equity interest therein; and
|
•
|
fund possible common share repurchases.
|
•
|
cash flows from operations;
|
•
|
distributions of cash from our unconsolidated real estate ventures;
|
•
|
cash and cash equivalent balances;
|
•
|
availability under our unsecured Credit Facility;
|
•
|
secured construction loans and long-term unsecured indebtedness;
|
•
|
issuances of Parent Company equity securities and/or units of the Operating Partnership; and
|
•
|
sales of real estate.
|
|
|
Nine Months Ended September 30,
|
||||||
Activity
|
|
2019
|
|
2018
|
||||
Operating
|
|
$
|
155,250
|
|
|
$
|
154,537
|
|
Investing
|
|
(77,127
|
)
|
|
(180,576
|
)
|
||
Financing
|
|
(70,813
|
)
|
|
(106,218
|
)
|
||
Net cash flows
|
|
$
|
7,310
|
|
|
$
|
(132,257
|
)
|
•
|
$44.4 million increase from the 2018 issuance of a mortgage loan to 1919 Ventures, with no comparable activity during the nine months ended September 30, 2019;
|
•
|
$40.3 million increase in cash from the acquisitions of 3001-3003 JFK Boulevard and 3025 JFK Boulevard in Philadelphia, Pennsylvania during the nine months ended September 30, 2018 with no comparable acquisition during the nine months ended September 30, 2019;
|
•
|
$30.1 million increase in cash distributed from unconsolidated Real Estate Ventures in excess of cumulative equity in income, as Herndon Innovation Center Venture distributed proceeds from mortgage financing which closed during the nine months ended September 30, 2019;
|
•
|
$24.8 million increase in net proceeds from the disposition of an office building, one land parcel and the receipt of proceeds related to contingent consideration received during the nine months ended September 30, 2019 compared to the disposition of two land parcels and an office building during the nine months ended September 30, 2018;
|
•
|
$3.6 million increase from deposits for real estate, resulting from deposits made during the nine months ended September 30, 2018 relating to our ability to increase project density at certain of the development sites with Schuylkill Yards;
|
•
|
$3.2 million increase due to the repayment of a mortgage note receivable during the nine months ended September 30, 2019;
|
•
|
$2.5 million increase in cash from decreased capital expenditures for tenant improvements, developments/redevelopments and leasing commissions, which primarily relates to ongoing development and redevelopment projects; and
|
•
|
$0.5 million increase due to a decrease in contributions to unconsolidated Real Estate Ventures.
|
•
|
$42.2 million decrease in proceeds from real estate venture sales as a result of the proceeds of $43.0 million from the sale of the evo at Cira Centre South Venture during the nine months ended September 30, 2018 compared to $0.3 million in proceeds received during the nine months ended
|
•
|
$2.5 million decrease in cash from increased leasing costs paid during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018; and
|
•
|
$0.8 million decrease due to advances made for the purchase of tenant assets, net of repayments.
|
•
|
$54.0 million in net borrowings under the unsecured revolving credit facility;
|
•
|
$2.7 million decrease in cash used for debt financing costs due to the refinance of the unsecured revolving credit facility in 2018 with no comparable activity in 2019;
|
•
|
$0.8 million in proceeds from the exercise of stock options during the nine months ended September 30, 2019, with no such activity for the nine months ended September 30, 2018; and
|
•
|
$0.2 million decrease in distributions to noncontrolling interests.
|
•
|
$17.3 million increase in cash used to repurchase and retire common shares, with no such activity during the nine months ended September 30, 2018;
|
•
|
$3.7 million increase in cash used due to the increase of dividends paid from $0.54 per share during the nine months ended September 30, 2018 to $0.57 per share for the nine months ended September 30, 2019;
|
•
|
$0.7 million increase from the repayment of mortgage notes payable;
|
•
|
$0.5 million decrease in proceeds from the issuance of common shares, as there were no share issuances during the nine months ended September 30, 2019; and
|
•
|
$0.1 million increase in shares used for employee taxes upon vesting of share awards.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
(dollars in thousands)
|
||||||
Balance: (a)
|
|
|
|
||||
Fixed rate
|
$
|
1,918,911
|
|
|
$
|
1,924,580
|
|
Variable rate - unhedged
|
173,562
|
|
|
119,562
|
|
||
Total
|
$
|
2,092,473
|
|
|
$
|
2,044,142
|
|
Percent of Total Debt:
|
|
|
|
||||
Fixed rate
|
91.7
|
%
|
|
94.2
|
%
|
||
Variable rate - unhedged
|
8.3
|
%
|
|
5.8
|
%
|
||
Total
|
100.0
|
%
|
|
100.0
|
%
|
||
Weighted-average interest rate at period end:
|
|
|
|
||||
Fixed rate
|
3.9
|
%
|
|
3.9
|
%
|
||
Variable rate - unhedged
|
3.3
|
%
|
|
3.6
|
%
|
||
Total
|
3.9
|
%
|
|
3.9
|
%
|
||
Weighted-average maturity in years:
|
|
|
|
||||
Fixed rate
|
5.8
|
|
|
6.6
|
|
||
Variable rate - unhedged
|
4.8
|
|
|
4.0
|
|
||
Total
|
5.7
|
|
|
6.4
|
|
(a)
|
Consists of unpaid principal and does not reflect premium/discount or deferred financing costs.
|
Period
|
|
Scheduled amortization
|
|
Principal maturities
|
|
Total
|
|
Weighted Average Interest Rate of Maturing Debt
|
|||||||
2019
|
|
$
|
1,926
|
|
|
$
|
—
|
|
|
$
|
1,926
|
|
|
3.98
|
%
|
2020
|
|
6,705
|
|
|
80,521
|
|
|
87,226
|
|
|
3.98
|
%
|
|||
2021
|
|
6,142
|
|
|
9,001
|
|
|
15,143
|
|
|
4.28
|
%
|
|||
2022
|
|
6,332
|
|
|
396,500
|
|
|
402,832
|
|
|
3.02
|
%
|
|||
2023
|
|
1,620
|
|
|
555,116
|
|
|
556,736
|
|
|
3.94
|
%
|
|||
2024
|
|
—
|
|
|
250,000
|
|
|
250,000
|
|
|
4.33
|
%
|
|||
2025
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
2026
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
2027
|
|
—
|
|
|
450,000
|
|
|
450,000
|
|
|
4.03
|
%
|
|||
2028
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Thereafter
|
|
—
|
|
|
328,610
|
|
|
328,610
|
|
|
4.29
|
%
|
|||
Totals
|
|
$
|
22,725
|
|
|
$
|
2,069,748
|
|
|
$
|
2,092,473
|
|
|
3.89
|
%
|
|
Payments by Period (in thousands)
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
Mortgage notes payable (a)
|
$
|
317,363
|
|
|
87,599
|
|
|
21,422
|
|
|
208,342
|
|
|
—
|
|
||||
Unsecured credit facility
|
146,500
|
|
|
—
|
|
|
146,500
|
|
|
—
|
|
|
—
|
|
|||||
Unsecured term loan (a)
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|||||
Unsecured debt (a)
|
1,378,610
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
|
1,028,610
|
|
|||||
Ground leases (b)
|
62,874
|
|
|
1,254
|
|
|
2,507
|
|
|
2,507
|
|
|
56,606
|
|
|||||
Development contracts (c)
|
184,213
|
|
|
134,967
|
|
|
42,316
|
|
|
1,350
|
|
|
5,580
|
|
|||||
Tenant improvements (d)
|
47,677
|
|
|
43,165
|
|
|
4,512
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense (e)
|
437,057
|
|
|
75,851
|
|
|
129,357
|
|
|
93,140
|
|
|
138,709
|
|
|||||
Other liabilities (f)
|
34,129
|
|
|
4,900
|
|
|
9,054
|
|
|
4,430
|
|
|
15,745
|
|
|||||
|
$
|
2,858,423
|
|
|
$
|
347,736
|
|
|
$
|
355,668
|
|
|
$
|
909,769
|
|
|
$
|
1,245,250
|
|
(a)
|
Amounts are gross of deferred financing costs and do not reflect unamortized discounts and/or premiums.
|
(b)
|
Rental payments under the terms of all non-cancelable ground leases under which we are the lessee are expensed on a straight-line basis regardless of when payments are due.
|
(c)
|
Represents contractual obligations for wholly-owned development projects and does not contemplate all costs expected to be incurred for such developments. This table does not include contractual obligations for our real estate venture developments, which are referenced below.
|
(d)
|
Represents cash commitments under signed leases and excludes tenant-funded improvements. The timing of these expenditures may fluctuate.
|
(e)
|
Variable rate debt future interest expense commitments are calculated using September 30, 2019 interest rates.
|
(f)
|
Other liabilities consists of: (i) our deferred compensation liability; (ii) the interest accretion on the anticipated transfer tax liability on Two Logan Square in Philadelphia, Pennsylvania; (iii) the contingent consideration associated with the purchase of 618 Market Street in Philadelphia, Pennsylvania; and (iv) a payment to a tenant under a profit sharing arrangement.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(amounts in thousands, except share information)
|
||||||||||||||
Net income (loss )attributable to common unitholders
|
$
|
6,716
|
|
|
$
|
(43,622
|
)
|
|
$
|
17,292
|
|
|
$
|
13,473
|
|
Add (deduct):
|
|
|
|
|
|
|
|
||||||||
Amount allocated to unvested restricted unitholders
|
93
|
|
|
80
|
|
|
305
|
|
|
280
|
|
||||
Net gain on real estate venture transactions
|
(2,059
|
)
|
|
—
|
|
|
(2,318
|
)
|
|
(37,263
|
)
|
||||
Net gain (loss) on disposition of real estate
|
(356
|
)
|
|
—
|
|
|
(356
|
)
|
|
35
|
|
||||
Provision for impairment (a)
|
—
|
|
|
56,865
|
|
|
—
|
|
|
56,865
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
Real property
|
40,695
|
|
|
35,252
|
|
|
112,833
|
|
|
105,521
|
|
||||
Leasing costs including acquired intangibles
|
14,374
|
|
|
8,482
|
|
|
44,478
|
|
|
24,932
|
|
||||
Company’s share of unconsolidated real estate ventures
|
4,800
|
|
|
6,334
|
|
|
14,815
|
|
|
20,230
|
|
||||
Partners’ share of consolidated real estate ventures
|
(61
|
)
|
|
(57
|
)
|
|
(168
|
)
|
|
(166
|
)
|
||||
Funds from operations
|
$
|
64,202
|
|
|
$
|
63,334
|
|
|
$
|
186,881
|
|
|
$
|
183,907
|
|
Funds from operations allocable to unvested restricted shareholders
|
(179
|
)
|
|
(157
|
)
|
|
(567
|
)
|
|
(528
|
)
|
||||
Funds from operations available to common share and unit holders (FFO)
|
$
|
64,023
|
|
|
$
|
63,177
|
|
|
$
|
186,314
|
|
|
$
|
183,379
|
|
Weighted-average shares/units outstanding — basic (b)
|
177,176,870
|
|
|
180,082,421
|
|
|
177,048,621
|
|
|
179,995,792
|
|
||||
Weighted-average shares/units outstanding — fully diluted (b)
|
177,732,226
|
|
|
181,253,953
|
|
|
177,599,840
|
|
|
181,232,343
|
|
(b)
|
Includes common share and partnership units outstanding through the three and nine months ended September 30, 2019 and 2018, respectively.
|
(a)
|
Evaluation of disclosure controls and procedures. Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this quarterly report. Based on this evaluation, the Parent Company’s principal executive officer and principal financial officer have concluded that the Parent Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.
|
(b)
|
Changes in internal control over financial reporting. There was no change in the Parent Company’s internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the Parent Company’s internal control over financial reporting.
|
(a)
|
Evaluation of disclosure controls and procedures. Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of the end of the period covered by this quarterly report. Based on this evaluation, the Operating Partnership’s principal executive officer and principal
|
(b)
|
Changes in internal control over financial reporting. There was no change in the Operating Partnership’s internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
|
(a)
|
None.
|
(b)
|
Not applicable.
|
(c)
|
There were no common share repurchases under the Parent Company’s share repurchase program, or other repurchases of equity securities of the Parent Company or the Operating Partnership, during the fiscal quarter ended September 30, 2019. As of September 30, 2019, $132.7 million remained available for repurchases under our share repurchase program
|
|
|
|
BRANDYWINE REALTY TRUST
(Registrant)
|
|
|
|
|
|
|
Date:
|
October 24, 2019
|
|
By:
|
/s/ Gerard H. Sweeney
|
|
|
|
|
Gerard H. Sweeney, President and
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
October 24, 2019
|
|
By:
|
/s/ Thomas E. Wirth
|
|
|
|
|
Thomas E. Wirth, Executive Vice President
and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
Date:
|
October 24, 2019
|
|
By:
|
/s/ Daniel Palazzo
|
|
|
|
|
Daniel Palazzo, Vice President and
Chief Accounting Officer
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
BRANDYWINE OPERATING PARTNERSHIP, L.P.
(Registrant)
BRANDYWINE REALTY TRUST,
as general partner
|
|
|
|
|
|
|
Date:
|
October 24, 2019
|
|
By:
|
/s/ Gerard H. Sweeney
|
|
|
|
|
Gerard H. Sweeney, President and
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
October 24, 2019
|
|
By:
|
/s/ Thomas E. Wirth
|
|
|
|
|
Thomas E. Wirth, Executive Vice President
and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
Date:
|
October 24, 2019
|
|
By:
|
/s/ Daniel Palazzo
|
|
|
|
|
Daniel Palazzo, Vice President and
Chief Accounting Officer
|
|
|
|
|
(Principal Accounting Officer)
|
REGISTERED
No. 2
|
PRINCIPAL AMOUNT $100,000,000
CUSIP No. 105340AN3
ISIN No. US105340AN33
|
[SEAL]
|
|
BRANDYWINE OPERATING
PARTNERSHIP, L.P.
|
|||
|
|
|
|
|
|
|
|
|
By:
|
Brandywine Realty Trust,
as General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
Name: Thomas E. Wirth
|
|
|
|
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Attest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
Name: Jennifer Matthews Rice
|
|
|
|
|
|
Title: Senior Vice President, General Counsel and Secretary
|
THE BANK OF NEW YORK MELLON,
as Trustee
|
|
|
|
|
|
By:
|
|
|
Authorized Signatory
|
Date:
|
|
|
|
|
|||
|
|||
|
|||
|
|
||
|
NOTICE: The signature of the registered Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.
|
REGISTERED
No. 2
|
PRINCIPAL AMOUNT $100,000,000
CUSIP No. 105340AP8
ISIN No. US105340AP80 |
[SEAL]
|
|
BRANDYWINE OPERATING
PARTNERSHIP, L.P.
|
|||
|
|
|
|
|
|
|
|
|
By:
|
Brandywine Realty Trust,
as General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
Name: Thomas E. Wirth
|
|
|
|
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Attest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
Name: Jennifer Matthews Rice
|
|
|
|
|
|
Title: Senior Vice President, General Counsel and Secretary
|
THE BANK OF NEW YORK MELLON,
as Trustee
|
|
|
|
|
|
By:
|
|
|
Authorized Signatory
|
Date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTICE: The signature of the registered Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Brandywine Realty Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: October 24, 2019
|
|
/s/ Gerard H. Sweeney
|
|
|
Gerard H. Sweeney
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Brandywine Realty Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: October 24, 2019
|
|
/s/ Thomas E. Wirth
|
|
|
Thomas E. Wirth
Executive Vice President and Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Brandywine Operating Partnership, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: October 24, 2019
|
|
/s/ Gerard H. Sweeney
|
|
|
Gerard H. Sweeney
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Brandywine Operating Partnership, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: October 24, 2019
|
|
/s/ Thomas E. Wirth
|
|
|
Thomas E. Wirth
|
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Gerard H. Sweeney
|
|
Gerard H. Sweeney
President and Chief Executive Officer
|
|
Date: October 24, 2019
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Thomas E. Wirth
|
|
Thomas E. Wirth
Executive Vice President and Chief Financial Officer
|
|
Date: October 24, 2019
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Gerard H. Sweeney
|
|
Gerard H. Sweeney
|
|
President and Chief Executive Officer
|
|
Date: October 24, 2019
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Thomas E. Wirth
|
|
Thomas E. Wirth
|
|
Executive Vice President and Chief Financial Officer
|
|
Date: October 24, 2019
|
|