☒
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Annual 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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☒
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Brandywine Operating Partnership, L.P.
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Yes ☐
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No
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☒
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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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☐
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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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☒
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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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☐
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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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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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create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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Consolidated Financial Statements;
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Parent Company’s and Operating Partnership’s Equity
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Page
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The continuing impact of modest global economic growth, which may have a negative effect on, among other things, the following:
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the fundamentals of our business, including overall market occupancy, demand for office space and rental rates;
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the financial condition of our tenants, many of which are financial, legal and other professional firms, our lenders, counterparties to our derivative financial instruments and institutions that hold our cash balances and short-term investments, which may expose us to increased risks of default by these parties;
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the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue acquisition and development opportunities and refinance existing debt; and
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real estate asset valuations, a decline in which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis.
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changes in local real estate conditions (including changes in rental rates and the number of properties that compete with our properties);
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our failure to lease unoccupied space in accordance with our projections;
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our failure to re-lease occupied space upon expiration of leases;
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tenant defaults and the bankruptcy of major tenants;
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volatility in capital and credit markets, including changes that reduce availability, and increase costs, of capital;
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increasing interest rates, which could increase our borrowing costs and adversely affect the market price of our securities;
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failure of interest rate hedging contracts to perform as expected and the effectiveness of such arrangements;
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failure of acquisitions, developments and other investments, including projects undertaken through joint ventures, to perform as expected;
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unanticipated costs associated with the purchase, integration and operation of our acquisitions;
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unanticipated costs to complete, lease-up and operate our developments and redevelopments;
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unanticipated costs associated with land development, including building moratoriums and inability to obtain necessary zoning, land-use, building, occupancy and other required governmental approvals, construction cost increases or overruns and construction delays;
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lack of liquidity of real estate investments, which could make it difficult for us to respond to changing economic or financial conditions or changes in the operating performance of our properties;
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potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs to us;
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impairment charges;
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uninsured losses due to insurance deductibles, self-insurance retention, uninsured claims or casualties, or losses in excess of applicable coverage;
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increased costs for, or lack of availability of, adequate insurance, including for terrorist acts or environmental liabilities;
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actual or threatened terrorist attacks;
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security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems, which support our operations and our properties;
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the impact on workplace and tenant space demands driven by technology, employee culture and commuting patterns;
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demand for tenant services beyond those traditionally provided by landlords;
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liability and clean-up costs incurred under environmental or other laws;
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risks associated with our investments in real estate ventures and unconsolidated entities, including our lack of sole decision-making authority and our reliance on our venture partners’ financial condition;
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inability of real estate venture partners to fund venture obligations or perform under our real estate venture development agreements;
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failure to manage our growth effectively into new product types within our portfolio and real estate venture arrangements;
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failure of dispositions to close in a timely manner;
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the impact of climate change and compliance costs relating to laws and regulations governing climate change;
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risks associated with federal, state and local tax audits;
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complex regulations relating to our status as a real estate investment trust, or REIT, and the adverse consequences of our failure to qualify as a REIT;
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changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on our earnings; and
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our internal control over financial reporting may not be considered effective which could result in a loss of investor confidence in our financial reports, and in turn could have an adverse effect on the market price of our securities.
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concentrate on urban town centers and central business districts in selected regions, and be the best of class owner and developer in those markets with a full-service office in each of those markets providing property management, leasing, development, construction and legal expertise;
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maximize cash flow through leasing strategies designed to capture rental growth as rental rates increase and as leases are renewed;
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attain high tenant retention rates by providing a full array of property management, maintenance services and tenant service amenity programs responsive to the varying needs of our diverse tenant base;
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continue to cultivate long-term leasing relationships with a diverse base of high-quality and financially stable tenants;
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form joint ventures with high-quality partners having attractive real estate holdings or significant financial resources;
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utilize our reputation as a full-service real estate development and management organization to identify acquisition and development opportunities that will expand our business and create long-term value;
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increase the economic diversification of our tenant base while maximizing economies of scale; and
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selectively dispose of properties that do not support our long-term business objectives and growth strategies.
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to develop and opportunistically acquire high-quality office properties at attractive yields in markets that we expect will experience economic growth and where we can achieve operating efficiencies;
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to monetize or deploy our land inventory for development of high-quality office properties, or rezone from office/industrial to residential, retail and hotel to align with market and demand shifts as appropriate;
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to control development sites, including sites under option to acquire, that could support approximately 14.3 million square feet of new office, retail and residential development within our core markets;
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to capitalize on our redevelopment expertise to selectively develop, redevelop and reposition properties in desirable locations that other organizations may not have the resources to pursue;
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to own and develop high quality office and mixed-use real estate meeting the demands of today’s tenants who require sophisticated telecommunications and related infrastructure, support services, sustainable features and amenities, and to manage those facilities so as to continue to be the landlord of choice for both existing and prospective tenants;
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to strategically grow our portfolio through the development and acquisition of new product types that support our strategy of transient-oriented and amenity based mixed-use properties located in the central business district of Philadelphia, Pennsylvania; Pennsylvania Suburbs; Austin, Texas; and Washington, D.C.; and
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to secure third-party development contracts, which can be a significant source of revenue and enable us to utilize and grow our existing development and construction management resources.
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current and projected market rents and absorption statistics justify construction activity;
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we can maximize market penetration by accumulating a critical mass of properties and thereby enhance operating efficiencies;
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barriers to entry (such as zoning restrictions, utility availability, infrastructure limitations, development moratoriums and limited developable land) will create supply constraints on available space; and
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there is potential for economic growth, particularly job growth and industry diversification.
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adverse changes in international, national or local economic and demographic conditions;
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increased vacancies or our inability to rent space on favorable terms, including market pressures to offer tenants rent abatements, increased tenant improvement packages, early termination rights, below market rental rates or below-market renewal options;
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significant job losses in the financial and professional services industries may occur, which may decrease demand for office space, causing market rental rates and property values to be negatively impacted;
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changes in space utilization by our tenants due to technology, economic conditions and business culture may decrease demand for office space, causing market rental rates and property values to be negatively impacted;
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deterioration in the financial condition of our tenants may result in tenant defaults under leases, including due to bankruptcy, and adversely impact our ability to collect rents from our tenants;
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competition from other office and mixed-use properties, and increased supply of such properties;
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increases in non-discretionary operating costs, including insurance expense, utilities, real estate taxes, state and local taxes, labor shortages and heightened security costs may not be offset by increased market rental rates;
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reduced values of our properties would limit our ability to dispose of assets at attractive prices, limit our access to debt financing secured by our properties and reduce the availability of unsecured loans;
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increases in interest rates, reduced availability of financing and reduced liquidity in the capital markets may adversely affect our ability or the ability of potential buyers of properties and tenants of properties to obtain financing on favorable terms, or at all;
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one or more lenders under our unsecured revolving credit facility could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all; and
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civil disturbances, earthquakes and other natural disasters, or terrorist acts or acts of war may result in uninsured or underinsured losses.
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unavailability of favorable financing alternatives in the private and public debt markets;
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insufficient capital to pay development costs;
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limited experience in developing or redeveloping properties in certain of our geographic markets may lead us to incorrectly project development costs and returns on our investments;
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dependence on the financial, technology and professional services sector as part of our tenant base;
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construction costs exceeding original estimates due to rising interest rates, diminished availability of materials and labor, and increases in the costs of materials and labor;
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construction and lease-up delays resulting in increased debt service, fixed expenses and construction or renovation costs;
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expenditure of funds and devotion of management’s time to projects that we do not complete;
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the unavailability or scarcity of utilities;
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occupancy rates and rents at newly completed properties may fluctuate depending on a number of factors, including market and economic conditions, resulting in lower than projected rental rates and a corresponding lower return on our investment;
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complications (including building moratoriums and anti-growth legislation) in obtaining necessary zoning, occupancy and other governmental permits; and
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increased use restrictions by local zoning or planning authorities limiting our ability to develop and impacting the size of developments.
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we may not be able to obtain financing for such acquisitions on favorable terms;
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acquired properties may fail to perform as expected;
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even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition after making a non-refundable deposit and incurring certain other acquisition-related costs;
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the actual costs of repositioning, redeveloping or maintaining acquired properties may be higher than our estimates;
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the acquired properties may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or unfamiliarity with local governmental and permitting procedures; and
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we may not be able to efficiently integrate acquired properties, particularly portfolios of properties, into our organization and manage new properties in a way that allows us to realize anticipated cost savings and synergies.
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liabilities for clean-up of pre-existing disclosed or undisclosed environmental contamination;
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claims by tenants, vendors, municipalities or other persons arising on account of actions or omissions of the former owners or occupants of the properties; and
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liabilities incurred in the ordinary course of business.
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the operational and financial performance of our properties;
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capital expenditures with respect to existing, developed and newly acquired properties;
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general and administrative costs associated with our operation as a publicly-held REIT;
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the amount of, and the interest rates on, our debt;
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capital needs of our unconsolidated real estate ventures; and
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the absence of significant expenditures relating to environmental and other regulatory matters.
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disrupt the proper functioning of our networks and systems and therefore our operations and/or those of our client tenants;
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result in misstated financial reports, violations of loan covenants, missed reporting deadlines, and/or missed permitting deadlines;
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result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;
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result in the unauthorized access to, and destruction, loss, theft, misappropriation, or release of proprietary, confidential, sensitive, or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive, or otherwise harmful purposes and outcomes;
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result in our inability to maintain the building systems relied upon by our client tenants for the efficient use of their leased space;
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require significant management attention and resources to remedy any damages that result;
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subject us to claims and lawsuits for breach of contract, damages, credits, penalties, or termination of leases or other agreements; and/or
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damage our reputation among our client tenants and investors generally.
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reducing the rate of tax applicable to individuals and C corporations, which could reduce the relative attractiveness of the generally single level of taxation on REIT distributions;
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permitting immediate expensing of capital expenditures, which could likewise reduce the relative attractiveness of the REIT taxation regime; and
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limiting the deductibility of interest expense, which could increase the distribution requirement of REITs.
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consider the transfer to be null and void;
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not reflect the transaction on our books;
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institute legal action to stop the transaction;
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not pay dividends or other distributions with respect to those shares;
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not recognize any voting rights for those shares; and
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consider the shares held in trust for the benefit of a person to whom such shares may be transferred.
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increases in market interest rates, relative to the dividend yield on our securities. If market interest rates go up, prospective purchasers of our securities may require a higher yield. Higher market interest rates would not, however, result in more funds for us to distribute and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common shares to go down;
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anticipated benefit of an investment in our securities as compared to investment in securities of companies in other industries (including benefits associated with the tax treatment of dividends and distributions);
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perception by market professionals of REITs generally and REITs comparable to us in particular;
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level of institutional investor interest in our securities;
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relatively low trading volumes in securities of REITs;
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our results of operations and financial condition; and
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investor confidence in the stock market generally.
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Year of Lease Expiration December 31,
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Rentable Square Feet (in thousands)
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Final Annualized Base Rent Under Expiring Leases (a) (in thousands)
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Percentage of Total Final Annualized Base Rent Under Expiring Leases
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2020
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1,146
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38,452
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6.9
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%
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2021
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1,899
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61,709
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11.0
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%
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2022
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2,115
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73,240
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13.0
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%
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2022
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842
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29,666
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5.3
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%
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2024
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1,393
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52,171
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9.3
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%
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2025
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1,151
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45,128
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8.0
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%
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2026
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1,189
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43,959
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7.8
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%
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2027
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867
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34,955
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6.2
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%
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2028
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790
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27,980
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5.0
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%
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2029
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1,292
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55,248
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9.8
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%
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2030 and thereafter
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2,298
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99,693
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17.7
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%
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14,982
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$
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562,201
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100.0
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%
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(a)
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Represents the annualized cash rental rate of base rents, including tenant reimbursements, in the final month prior to expiration. Tenant reimbursements generally include payment of a portion of real estate taxes, operating expenses, and common area maintenance and utility charges.
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Location
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Number of Properties
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Net Rentable Square Feet (in thousands)
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Percentage Leased as of December 31, 2019
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Leased Square Feet (in thousands)
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Total Base Rent (a) (in thousands)
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Percentage of Base Rent
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Philadelphia
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11
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6,249
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98.6
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%
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6,164
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$
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163,907
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41.4
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%
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Pennsylvania Suburbs
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43
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4,806
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96.2
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%
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4,625
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126,151
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31.8
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%
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Austin
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21
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2,968
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96.7
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%
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2,870
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62,481
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15.8
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%
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Metropolitan Washington, D.C.
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8
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1,467
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83.1
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%
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1,220
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35,842
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9.0
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%
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Other
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7
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620
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81.7
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%
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507
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7,806
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2.0
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%
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90
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16,110
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95.5
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%
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15,386
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$
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396,187
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100.0
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%
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(a)
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Represents base rents earned during the year, including tenant reimbursements, and excludes parking income, tenant inducements, and deferred market rent adjustments.
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Tenant Name
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Annualized Base Rents (a) (in thousands)
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Percentage of Aggregate Annualized Base Rents
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IBM, Inc.
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$
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23,993
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4.8
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%
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Comcast Corporation
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14,055
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2.8
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%
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FMC Corporation
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10,579
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2.1
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%
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Pepper Hamilton LLC
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10,106
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2.0
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%
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CSL Behring, LLC
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9,749
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2.0
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%
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Lincoln National Management Co.
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9,238
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1.8
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%
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Dechert LLP
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8,167
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1.6
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%
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Northrop Grumman Corporation
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8,161
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1.6
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%
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Macquarie US
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8,005
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1.6
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%
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Independence Blue Cross, LLC
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7,405
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1.5
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%
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Other
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390,366
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78.2
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%
|
|
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$
|
499,824
|
|
|
100.0
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%
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(a)
|
Represents the annualized base rent, including tenant reimbursements, for each lease in effect at December 31, 2019. Tenant reimbursements generally include payment of a portion of real estate taxes, operating expenses, and common area maintenance and utility charges.
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Period Ending
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||||||||||||
Index
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12/31/2014
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12/31/2015
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12/31/2016
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12/31/2017
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|
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12/31/2018
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|
|
12/31/2019
|
|
S&P 500 Index
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100.00
|
|
|
101.38
|
|
|
113.51
|
|
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138.29
|
|
|
132.23
|
|
|
173.86
|
|
NAREIT All Equity REIT Index
|
|
100.00
|
|
|
102.83
|
|
|
111.70
|
|
|
121.39
|
|
|
116.48
|
|
|
149.86
|
|
Russell 2000 Index
|
|
100.00
|
|
|
95.59
|
|
|
115.95
|
|
|
132.94
|
|
|
118.30
|
|
|
148.49
|
|
NAREIT Equity Office Index
|
|
100.00
|
|
|
100.29
|
|
|
113.49
|
|
|
119.45
|
|
|
102.13
|
|
|
134.22
|
|
Brandywine Realty Trust
|
|
100.00
|
|
|
89.17
|
|
|
112.37
|
|
|
128.59
|
|
|
95.08
|
|
|
122.58
|
|
Years Ended December 31,
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2019
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2018
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2017
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2016
|
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2015
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||||||||||
Operating Results
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|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
580,417
|
|
|
$
|
544,345
|
|
|
$
|
520,493
|
|
|
$
|
525,463
|
|
|
$
|
602,631
|
|
Net income (loss)
|
|
34,529
|
|
|
135,472
|
|
|
121,177
|
|
|
39,449
|
|
|
(29,662
|
)
|
|||||
Income (loss) allocated to Common Shares
|
|
33,871
|
|
|
134,149
|
|
|
114,633
|
|
|
31,907
|
|
|
(36,562
|
)
|
|||||
Income (loss) per Common Share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.19
|
|
|
$
|
0.75
|
|
|
$
|
0.65
|
|
|
$
|
0.18
|
|
|
$
|
(0.21
|
)
|
Diluted
|
|
$
|
0.19
|
|
|
$
|
0.75
|
|
|
$
|
0.65
|
|
|
$
|
0.18
|
|
|
$
|
(0.21
|
)
|
Cash distributions declared per Common Share
|
|
$
|
0.76
|
|
|
$
|
0.73
|
|
|
$
|
0.66
|
|
|
$
|
0.63
|
|
|
$
|
0.60
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating real estate investments, net
|
|
$
|
3,054,797
|
|
|
$
|
3,066,312
|
|
|
$
|
2,917,527
|
|
|
$
|
3,163,202
|
|
|
$
|
3,207,431
|
|
Total assets
|
|
4,075,969
|
|
|
4,076,976
|
|
|
3,975,718
|
|
|
4,080,164
|
|
|
4,536,515
|
|
|||||
Total indebtedness
|
|
2,144,418
|
|
|
2,028,046
|
|
|
1,930,828
|
|
|
2,013,112
|
|
|
2,384,717
|
|
|||||
Total liabilities
|
|
2,387,666
|
|
|
2,265,948
|
|
|
2,148,848
|
|
|
2,215,776
|
|
|
2,602,420
|
|
|||||
Noncontrolling interest
|
|
10,426
|
|
|
12,201
|
|
|
17,258
|
|
|
16,933
|
|
|
18,044
|
|
|||||
Brandywine Realty Trust’s equity
|
|
1,677,877
|
|
|
1,798,827
|
|
|
1,809,612
|
|
|
1,847,455
|
|
|
1,916,051
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
233,910
|
|
|
$
|
227,349
|
|
|
$
|
182,581
|
|
|
$
|
173,800
|
|
|
$
|
197,154
|
|
Investing activities
|
|
(130,339
|
)
|
|
(214,506
|
)
|
|
79,801
|
|
|
500,910
|
|
|
(166,452
|
)
|
|||||
Financing activities
|
|
(35,612
|
)
|
|
(193,074
|
)
|
|
(253,558
|
)
|
|
(536,786
|
)
|
|
(231,510
|
)
|
|||||
Funds from operations (FFO) (a)
|
|
253,347
|
|
|
247,617
|
|
|
229,143
|
|
|
166,903
|
|
|
261,717
|
|
|||||
Property Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of properties owned at year end
|
|
95
|
|
|
97
|
|
|
93
|
|
|
113
|
|
|
179
|
|
|||||
Net rentable square feet owned at year end
|
|
16,711
|
|
|
16,777
|
|
|
16,412
|
|
|
17,618
|
|
|
23,015
|
|
Years Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
580,417
|
|
|
$
|
544,345
|
|
|
$
|
520,493
|
|
|
$
|
525,463
|
|
|
$
|
602,631
|
|
Net income (loss)
|
|
34,529
|
|
|
135,472
|
|
|
121,177
|
|
|
39,449
|
|
|
(29,662
|
)
|
|||||
Income (loss) per Common Partnership Unit
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.19
|
|
|
$
|
0.75
|
|
|
$
|
0.65
|
|
|
$
|
0.18
|
|
|
$
|
(0.21
|
)
|
Diluted
|
|
$
|
0.19
|
|
|
$
|
0.75
|
|
|
$
|
0.65
|
|
|
$
|
0.18
|
|
|
$
|
(0.21
|
)
|
Cash distributions declared per Common Partnership Unit
|
|
$
|
0.76
|
|
|
$
|
0.73
|
|
|
$
|
0.66
|
|
|
$
|
0.63
|
|
|
$
|
0.60
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating real estate investments, net
|
|
$
|
3,054,797
|
|
|
$
|
3,066,312
|
|
|
$
|
2,917,527
|
|
|
$
|
3,163,202
|
|
|
$
|
3,207,431
|
|
Total assets
|
|
4,075,969
|
|
|
4,076,976
|
|
|
3,975,718
|
|
|
4,080,164
|
|
|
4,536,515
|
|
|||||
Total indebtedness
|
|
2,144,418
|
|
|
2,028,046
|
|
|
1,930,828
|
|
|
2,013,112
|
|
|
2,384,717
|
|
|||||
Total liabilities
|
|
2,387,666
|
|
|
2,265,948
|
|
|
2,148,848
|
|
|
2,215,776
|
|
|
2,602,420
|
|
|||||
Redeemable limited partnership units
|
|
15,388
|
|
|
12,520
|
|
|
26,918
|
|
|
23,795
|
|
|
22,114
|
|
|||||
Brandywine Operating Partnership’s equity
|
|
1,671,824
|
|
|
1,796,316
|
|
|
1,797,740
|
|
|
1,838,443
|
|
|
1,909,949
|
|
|||||
Noncontrolling interest
|
|
1,091
|
|
|
2,192
|
|
|
2,215
|
|
|
2,150
|
|
|
2,032
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
233,910
|
|
|
$
|
227,349
|
|
|
$
|
182,581
|
|
|
$
|
173,800
|
|
|
$
|
197,154
|
|
Investing activities
|
|
(130,339
|
)
|
|
(214,506
|
)
|
|
79,801
|
|
|
500,910
|
|
|
(166,452
|
)
|
|||||
Financing activities
|
|
(35,612
|
)
|
|
(193,074
|
)
|
|
(253,558
|
)
|
|
(536,786
|
)
|
|
(231,510
|
)
|
|||||
Funds from operations (FFO) (a)
|
|
253,347
|
|
|
247,617
|
|
|
229,143
|
|
|
166,903
|
|
|
261,717
|
|
|||||
Property Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of properties owned at year end
|
|
95
|
|
|
97
|
|
|
93
|
|
|
113
|
|
|
179
|
|
|||||
Net rentable square feet owned at year end
|
|
16,711
|
|
|
16,777
|
|
|
16,412
|
|
|
17,618
|
|
|
23,015
|
|
(a)
|
See Item 7., "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Funds From Operations (FFO)," for a discussion and definition of FFO and a reconciliation of net income (loss) attributable to common share and unit holders to FFO.
|
•
|
Net income available to common shareholders decreased by $100.2 million to $33.9 million for the year ended December 31, 2019, as compared to the corresponding period in 2018.
|
•
|
FFO available to common share and unit holders, a non-GAAP financial measure, increased to $253.3 million or $1.43 per diluted share for the year ended December 31, 2019, from $247.6 million or $1.37 per diluted share for the year ended December 31, 2018 (see additional disclosure in the “Funds From Operations (FFO)” section below).
|
•
|
Same Store net operating income, a non-GAAP financial measure, decreased 0.3% for the year ended December 31, 2019, as compared to the corresponding period in 2018 (see additional disclosure on Same Store net operating income in “Results of Operations” section below).
|
•
|
Core Occupancy decreased from 93.3% at December 31, 2018, to 93.0% at December 31, 2019.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Leasing Activity
|
|
|
|
||||
Core Properties (1):
|
|
|
|
||||
Total net rentable square feet owned
|
16,110,042
|
|
|
16,273,781
|
|
||
Occupancy percentage (end of period)
|
93.0
|
%
|
|
93.3
|
%
|
||
Average occupancy percentage
|
92.7
|
%
|
|
92.9
|
%
|
||
Total Portfolio, less properties in development (2):
|
|
|
|
||||
Tenant retention rate (3)
|
65.8
|
%
|
|
72.6
|
%
|
||
New leases and expansions commenced (square feet)
|
1,113,029
|
|
|
708,218
|
|
||
Leases renewed (square feet)
|
852,760
|
|
|
846,313
|
|
||
Net absorption (square feet)
|
45,618
|
|
|
(2,863
|
)
|
||
Percentage change in rental rates per square feet (4):
|
|
|
|
||||
New and expansion rental rates
|
13.3
|
%
|
|
24.3
|
%
|
||
Renewal rental rates
|
11.6
|
%
|
|
7.5
|
%
|
||
Combined rental rates
|
12.1
|
%
|
|
12.9
|
%
|
||
Capital Costs Committed (5):
|
|
|
|
||||
Leasing commissions (per square feet)
|
$
|
7.94
|
|
|
$
|
4.93
|
|
Tenant Improvements (per square feet)
|
$
|
25.25
|
|
|
$
|
15.76
|
|
Weighted average lease term (years)
|
7.4
|
|
|
6.5
|
|
||
Total capital per square foot per lease year
|
$
|
4.76
|
|
|
$
|
2.68
|
|
(1)
|
Does not include properties under development, redevelopment, held for sale, or sold.
|
(2)
|
Includes leasing related to completed developments and redevelopments, as well as sold properties.
|
(3)
|
Calculated as percentage of total square feet.
|
(4)
|
Includes base rent plus reimbursement for operating expenses and real estate taxes.
|
(5)
|
Calculated on a weighted average basis.
|
Property/Portfolio Name
|
|
Location
|
|
Expected Completion
|
|
Activity Type
|
|
Approximate Square Footage/ Units
|
|
Estimated Costs
|
|
Amount Funded
|
|||||
The Bulletin Building (a)
|
|
Philadelphia, PA
|
|
Q2 2020
|
|
Redevelopment
|
|
283,000
|
|
|
$
|
84,800
|
|
|
$
|
56,600
|
|
405 Colorado Street (b)
|
|
Austin, TX
|
|
Q4 2020
|
|
Development
|
|
204,000
|
|
|
114,000
|
|
|
29,900
|
|
||
426 W. Lancaster Avenue (c)
|
|
Devon, PA
|
|
Q1 2019
|
|
Redevelopment
|
|
56,000
|
|
|
14,900
|
|
|
12,800
|
|
(a)
|
Estimated costs include $37.8 million of building basis, representing the acquisition cost.
|
(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 December 31, 2019 primarily represent tenant improvements.
|
(a)
|
“Same Store Property Portfolio,” which represents 73 properties containing an aggregate of approximately 13.9 million net rentable square feet, and represents properties that we owned for the twelve-month periods ended December 31,
|
(b)
|
“Total Portfolio,” which represents all properties owned by us during 2019 and 2018,
|
(c)
|
"Recently Completed/Acquired Properties," which represents 17 properties placed into service or acquired on or subsequent to January 1, 2018,
|
(d)
|
"Development/Redevelopment Properties," which represents 5 properties currently in development/redevelopment. A property is excluded from our Same Store Property Portfolio and moved into Development/Redevelopment in the period that we determine to proceed with development/redevelopment for a future development strategy, and
|
(e)
|
"2018 and 2019 Dispositions," which represents 11 properties disposed of during 2018 and 2019.
|
|
|
Same Store Property Portfolio
|
|
Recently Completed/Acquired Properties
|
|
Development/Redevelopment Properties
|
|
Other (Eliminations) (a)
|
|
Total Portfolio
|
||||||||||||||||||||||||||||||||||||||||||||
(dollars and square feet in millions except per share amounts)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Rents
|
|
$
|
443.2
|
|
|
$
|
442.7
|
|
|
$
|
0.5
|
|
|
0.1
|
%
|
|
$
|
85.2
|
|
|
$
|
10.8
|
|
|
$
|
9.5
|
|
|
$
|
9.6
|
|
|
$
|
16.8
|
|
|
$
|
52.0
|
|
|
$
|
554.7
|
|
|
$
|
515.1
|
|
|
$
|
39.6
|
|
|
7.7
|
%
|
Third party management fees, labor reimbursement and leasing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.6
|
|
|
22.6
|
|
|
19.6
|
|
|
22.6
|
|
|
(3.0
|
)
|
|
(13.3
|
)%
|
||||||||||||
Other
|
|
1.8
|
|
|
1.6
|
|
|
0.2
|
|
|
12.5
|
%
|
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
4.0
|
|
|
5.1
|
|
|
6.1
|
|
|
6.7
|
|
|
(0.6
|
)
|
|
(9.0
|
)%
|
||||||||||||
Total revenue
|
|
445.0
|
|
|
444.3
|
|
|
0.7
|
|
|
0.2
|
%
|
|
85.4
|
|
|
10.8
|
|
|
9.6
|
|
|
9.6
|
|
|
40.4
|
|
|
79.7
|
|
|
580.4
|
|
|
544.4
|
|
|
36.0
|
|
|
6.6
|
%
|
||||||||||||
Property operating expenses
|
|
126.7
|
|
|
128.5
|
|
|
(1.8
|
)
|
|
(1.4
|
)%
|
|
17.4
|
|
|
2.3
|
|
|
3.1
|
|
|
4.4
|
|
|
7.1
|
|
|
19.7
|
|
|
154.3
|
|
|
154.9
|
|
|
(0.6
|
)
|
|
(0.4
|
)%
|
||||||||||||
Real estate taxes
|
|
45.2
|
|
|
41.8
|
|
|
3.4
|
|
|
8.1
|
%
|
|
14.3
|
|
|
1.9
|
|
|
1.2
|
|
|
1.1
|
|
|
1.6
|
|
|
6.5
|
|
|
62.3
|
|
|
51.3
|
|
|
11.0
|
|
|
21.4
|
%
|
||||||||||||
Third party management expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
11.9
|
|
|
9.2
|
|
|
11.9
|
|
|
(2.7
|
)
|
|
(22.7
|
)%
|
||||||||||||
Net operating income
|
|
273.1
|
|
|
274.0
|
|
|
(0.9
|
)
|
|
(0.3
|
)%
|
|
53.7
|
|
|
6.6
|
|
|
5.3
|
|
|
4.1
|
|
|
22.5
|
|
|
41.6
|
|
|
354.6
|
|
|
326.3
|
|
|
28.3
|
|
|
8.7
|
%
|
||||||||||||
Depreciation and amortization
|
|
143.1
|
|
|
140.9
|
|
|
2.2
|
|
|
1.6
|
%
|
|
48.9
|
|
|
6.4
|
|
|
6.8
|
|
|
5.5
|
|
|
11.2
|
|
|
23.2
|
|
|
210.0
|
|
|
176.0
|
|
|
34.0
|
|
|
19.3
|
%
|
||||||||||||
General & administrative expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.2
|
|
|
27.8
|
|
|
32.2
|
|
|
27.8
|
|
|
4.4
|
|
|
15.8
|
%
|
||||||||||||
Provision for impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71.7
|
|
|
—
|
|
|
71.7
|
|
|
(71.7
|
)
|
|
(100.0
|
)%
|
||||||||||||
Net gain on disposition of real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
(2.9
|
)
|
|
2.5
|
|
|
(86.2
|
)%
|
||||||||||||||||||||||
Net gain on sale of undepreciated real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.0
|
)
|
|
(3.0
|
)
|
|
1.0
|
|
|
(33.3
|
)%
|
||||||||||||||||||||||
Operating income (loss)
|
|
$
|
130.0
|
|
|
$
|
133.1
|
|
|
$
|
(3.1
|
)
|
|
(2.3
|
)%
|
|
$
|
4.8
|
|
|
$
|
0.2
|
|
|
$
|
(1.5
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(20.9
|
)
|
|
$
|
(81.1
|
)
|
|
$
|
114.8
|
|
|
$
|
56.7
|
|
|
$
|
58.1
|
|
|
102.5
|
%
|
Number of properties
|
|
73
|
|
|
73
|
|
|
|
|
|
|
17
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
95
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Square feet
|
|
13.9
|
|
|
13.9
|
|
|
|
|
|
|
2.2
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
16.7
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Core Occupancy % (b)
|
|
93.0
|
%
|
|
93.3
|
%
|
|
|
|
|
|
93.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.3
|
|
|
4.7
|
|
|
(2.4
|
)
|
|
(51.1
|
)%
|
||||||||||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(81.5
|
)
|
|
(78.2
|
)
|
|
(3.3
|
)
|
|
4.2
|
%
|
||||||||||||||||||||||
Interest expense — Deferred financing costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.8
|
)
|
|
(2.5
|
)
|
|
(0.3
|
)
|
|
12.0
|
%
|
||||||||||||||||||||||
Equity in loss of Real Estate Ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9.9
|
)
|
|
(15.2
|
)
|
|
5.3
|
|
|
(34.9
|
)%
|
||||||||||||||||||||||
Net gain on real estate venture transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.6
|
|
|
142.2
|
|
|
(130.6
|
)
|
|
(91.8
|
)%
|
||||||||||||||||||||||
Gain on promoted interest in unconsolidated real estate venture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
28.3
|
|
|
(28.3
|
)
|
|
(100.0
|
)%
|
||||||||||||||||||||||
Loss on early extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(100.0
|
)%
|
||||||||||||||||||||||
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
|
(100.0
|
)%
|
||||||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34.5
|
|
|
$
|
135.5
|
|
|
$
|
(101.0
|
)
|
|
(74.5
|
)%
|
|||||||||||||||||||
Net income attributable to Common Shareholders of Brandywine Realty Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.19
|
|
|
$
|
0.75
|
|
|
$
|
(0.56
|
)
|
|
(74.7
|
)%
|
(a)
|
Represents certain revenues and expenses at the corporate level as well as various intercompany costs that are eliminated in consolidation, third-party management fees, provisions for impairment, and changes in the accrued rent receivable allowance. Other/ (Eliminations) also includes properties sold and properties classified as held for sale.
|
(b)
|
Pertains to Core Properties (i.e. not under development or redevelopment).
|
•
|
$9.9 million decrease related to 2018 and 2019 Dispositions;
|
•
|
$2.1 million decrease related to the reduction in the accrued rent receivable allowance during the fourth quarter of 2019 (included in "Other/Eliminations");
|
•
|
$1.8 million decrease related to Same Store Property Portfolio;
|
•
|
$1.3 million decrease related to Development/Redevelopment Properties; and
|
•
|
$15.1 million increase due to Recently Completed/Acquired Properties.
|
•
|
$56.9 million impairment charge related to the disposition of eight office properties in our Metropolitan Washington, D.C. segment; and
|
•
|
$14.8 million held for use impairment charge on an office property in our Metropolitan Washington, D.C. segment.
|
•
|
$2.6 million on the sale of the Subaru NTSC, located in Camden, New Jersey; and
|
•
|
$0.4 million on the sale of eight properties in our Metropolitan Washington, D.C. segment; and,
|
•
|
an immaterial loss from the disposition of the office property at 20 East Clementon Road, in Gibbsboro, New Jersey.
|
•
|
$4.1 million decrease due to the other than temporary impairment charge at the BDN – AI Venture during the fourth quarter of 2018;
|
•
|
$7.6 million decrease due to the $10.4 million share of impairments taken on two properties at the BDN - AI Venture during 2018, compared to the $2.8 million share of impairment related to a property at the BDN - AI Venture during 2019;
|
•
|
$3.9 million increase primarily due to increased ground rent expense at the MAP venture during 2019 compared to 2018 as a result of the adoption of Topic 842;
|
•
|
$1.7 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 $1.7 million of income during 2018; and
|
•
|
$0.5 million increase related to the Herndon Innovation Center Venture, which was formed during the fourth quarter of 2018.
|
•
|
$8.0 million related to the disposition of the PJP II, PJP VI and PJP VII Ventures.
|
•
|
$2.2 million related to the transfer of 3130 Fairview to the mortgage lender in full satisfaction of the outstanding mortgage loan by the BDN AI Venture.
|
•
|
$1.3 million related to proceeds received from the third-party owner of an adjacent property for the right to construct an “above-grade connection” with the building owned by the 51 N Street venture.
|
•
|
$103.8 million gain from the acquisition of the remaining properties with the DRA Austin venture;
|
•
|
$25.7 million gain from the sale of the evo at Cira Centre South Venture;
|
•
|
$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; and
|
•
|
$1.1 million gain from the sale of BDN – AI Venture’s Station Square properties.
|
•
|
fund normal recurring expenses,
|
•
|
fund capital expenditures, including capital and tenant improvements and leasing costs,
|
•
|
fund repayment of certain debt instruments when they mature,
|
•
|
fund current development and redevelopment costs,
|
•
|
fund commitments to unconsolidated real estate ventures,
|
•
|
fund distributions to shareholders to maintain REIT status, and
|
•
|
fund common share repurchases.
|
|
|
Year Ended December 31,
|
||||||||||
Activity
|
|
2019
|
|
2018
|
|
(Decrease) Increase
|
||||||
Operating
|
|
$
|
234,230
|
|
|
$
|
227,349
|
|
|
$
|
6,881
|
|
Investing
|
|
(130,659
|
)
|
|
(214,506
|
)
|
|
83,847
|
|
|||
Financing
|
|
(35,612
|
)
|
|
(193,074
|
)
|
|
157,462
|
|
|||
Net cash flows
|
|
$
|
67,959
|
|
|
$
|
(180,231
|
)
|
|
$
|
248,190
|
|
Acquisitions of real estate
|
|
$
|
194,444
|
|
Capital expenditures and capitalized interest
|
|
14,303
|
|
|
Escrow cash/capital improvements/acquisition deposits/leasing costs
|
|
(164
|
)
|
|
Joint venture investments
|
|
(49,961
|
)
|
|
Distributions from joint ventures
|
|
29,380
|
|
|
Proceeds from the sale of properties
|
|
(282,295
|
)
|
|
Notes receivable and other investments
|
|
178,140
|
|
|
Increase in net cash provided by investing activities
|
|
$
|
83,847
|
|
Proceeds from debt obligations
|
|
$
|
109,373
|
|
Repayments of debt obligations
|
|
36,585
|
|
|
Redemption of limited partnership units
|
|
7,043
|
|
|
Proceeds from the exercise of stock options
|
|
3,771
|
|
|
Repurchase and retirement of common shares
|
|
4,559
|
|
|
Other financing activities
|
|
1,094
|
|
|
Dividends and distributions paid
|
|
(4,963
|
)
|
|
Decrease in net cash used in financing activities
|
|
$
|
157,462
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(dollars in thousands)
|
||||||
Balance: (a)
|
|
|
|
||||
Fixed rate
|
$
|
2,091,211
|
|
|
$
|
1,924,580
|
|
Variable rate - unhedged
|
52,836
|
|
|
119,562
|
|
||
Total
|
$
|
2,144,047
|
|
|
$
|
2,044,142
|
|
Percent of Total Debt:
|
|
|
|
||||
Fixed rate
|
97.5
|
%
|
|
94.2
|
%
|
||
Variable rate - unhedged
|
2.5
|
%
|
|
5.8
|
%
|
||
Total
|
100.0
|
%
|
|
100.0
|
%
|
||
Weighted-average interest rate at period end:
|
|
|
|
||||
Fixed rate
|
3.9
|
%
|
|
3.9
|
%
|
||
Variable rate - unhedged
|
3.2
|
%
|
|
3.6
|
%
|
||
Total
|
3.8
|
%
|
|
3.9
|
%
|
||
Weighted-average maturity in years:
|
|
|
|
||||
Fixed rate
|
5.6
|
|
|
6.6
|
|
||
Variable rate - unhedged
|
15.6
|
|
|
4.0
|
|
||
Total
|
5.9
|
|
|
6.4
|
|
(a)
|
Consists of unpaid principal and does not include premium/discount or deferred financing costs.
|
Period
|
|
Scheduled amortization
|
|
Principal maturities
|
|
Total
|
|
Weighted Average Interest Rate of Maturing Debt
|
|||||||
2020
|
|
$
|
6,705
|
|
|
$
|
80,521
|
|
|
$
|
87,226
|
|
|
3.98
|
%
|
2021
|
|
6,142
|
|
|
9,001
|
|
|
15,143
|
|
|
4.28
|
%
|
|||
2022
|
|
6,332
|
|
|
250,000
|
|
|
256,332
|
|
|
2.90
|
%
|
|||
2023
|
|
1,620
|
|
|
555,116
|
|
|
556,736
|
|
|
3.94
|
%
|
|||
2024
|
|
—
|
|
|
350,000
|
|
|
350,000
|
|
|
3.78
|
%
|
|||
2025
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
2026
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
2027
|
|
—
|
|
|
450,000
|
|
|
450,000
|
|
|
4.03
|
%
|
|||
2028
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
2029
|
|
—
|
|
|
350,000
|
|
|
350,000
|
|
|
4.30
|
%
|
|||
Thereafter
|
|
—
|
|
|
78,610
|
|
|
78,610
|
|
|
3.23
|
%
|
|||
Totals
|
|
$
|
20,799
|
|
|
$
|
2,123,248
|
|
|
$
|
2,144,047
|
|
|
3.84
|
%
|
|
Payments due by Period (in thousands)
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
Mortgage notes payable (a)
|
$
|
315,437
|
|
|
$
|
87,225
|
|
|
$
|
21,475
|
|
|
$
|
206,737
|
|
|
$
|
—
|
|
Unsecured term loan (a)
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|||||
Unsecured debt (a)
|
1,578,610
|
|
|
—
|
|
|
—
|
|
|
700,000
|
|
|
878,610
|
|
|||||
Ground leases (b)
|
116,717
|
|
|
1,217
|
|
|
2,480
|
|
|
2,568
|
|
|
110,452
|
|
|||||
Development contracts (c)
|
172,046
|
|
|
112,227
|
|
|
53,565
|
|
|
1,294
|
|
|
4,960
|
|
|||||
Tenant improvements (d)
|
47,760
|
|
|
44,561
|
|
|
3,199
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense (e)
|
363,902
|
|
|
63,296
|
|
|
122,353
|
|
|
78,863
|
|
|
99,390
|
|
|||||
Other liabilities (f)
|
36,115
|
|
|
8,731
|
|
|
5,716
|
|
|
4,752
|
|
|
16,916
|
|
|||||
|
$
|
2,880,587
|
|
|
$
|
317,257
|
|
|
$
|
458,788
|
|
|
$
|
994,214
|
|
|
$
|
1,110,328
|
|
(a)
|
Amounts are gross of deferred financing costs and do not include unamortized discounts and/or premiums.
|
(b)
|
Future lease payments under the terms of all noncancellable ground leases under which we are the lessee.
|
(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 described 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 December 31, 2019 interest rates.
|
(f)
|
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 in 2015; and (iv) a payment to a tenant under a profit sharing arrangement.
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(amounts in thousands, except share information)
|
||||||
Net income attributable to common unitholders
|
|
$
|
34,064
|
|
|
$
|
135,048
|
|
Add (deduct):
|
|
|
|
|
||||
Amount allocated to unvested restricted unitholders
|
|
396
|
|
|
369
|
|
||
Net gain on real estate venture transactions
|
|
(10,363
|
)
|
|
(142,233
|
)
|
||
Net gain on disposition of real estate
|
|
(356
|
)
|
|
(2,932
|
)
|
||
Gain on promoted interest in unconsolidated real estate venture
|
|
—
|
|
|
(28,283
|
)
|
||
Provision for impairment (a)
|
|
—
|
|
|
71,707
|
|
||
Other than temporary impairment of equity method investment
|
|
—
|
|
|
4,076
|
|
||
Company's share of impairment of an unconsolidated real estate venture
|
|
2,832
|
|
|
10,416
|
|
||
Depreciation and amortization:
|
|
|
|
|
||||
Real property
|
|
149,600
|
|
|
139,202
|
|
||
Leasing costs including acquired intangibles
|
|
58,493
|
|
|
35,215
|
|
||
Company’s share of unconsolidated real estate ventures
|
|
19,657
|
|
|
25,947
|
|
||
Partners’ share of consolidated real estate ventures
|
|
(226
|
)
|
|
(218
|
)
|
||
Funds from operations
|
|
$
|
254,097
|
|
|
$
|
248,314
|
|
Funds from operations allocable to unvested restricted shareholders
|
|
(750
|
)
|
|
(697
|
)
|
||
Funds from operations available to common share and unit holders (FFO)
|
|
$
|
253,347
|
|
|
$
|
247,617
|
|
Weighted-average shares/units outstanding — basic (b)
|
|
177,114,932
|
|
|
179,959,370
|
|
||
Weighted-average shares/units outstanding — fully diluted (b)
|
|
177,668,804
|
|
|
181,081,114
|
|
(a)
|
In accordance with the NAREIT definition of FFO, impairments on land held for development have been excluded.
|
(b)
|
Includes common shares and partnership units outstanding through the year ended December 31, 2019 and December 31, 2018, respectively.
|
(a)
|
Financial Statements and Schedules of Brandywine Realty Trust
|
(b)
|
Financial Statements and Schedules of Brandywine Operating Partnership
|
|
Page
|
|
|
|
|
Financial Statements of Brandywine Realty Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statements of Brandywine Operating Partnership, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibits Nos.
|
|
Description
|
3.1.1
|
|
|
3.1.2
|
|
|
3.1.3
|
|
|
3.2.1
|
|
|
3.2.2
|
|
|
3.2.3
|
|
|
3.2.4
|
|
|
3.2.5
|
|
|
3.2.6
|
|
|
3.2.7
|
|
|
3.2.8
|
|
|
3.2.9
|
|
|
3.2.10
|
|
|
3.2.11
|
|
|
3.2.12
|
|
|
3.2.13
|
|
|
3.2.14
|
|
|
3.2.15
|
|
|
3.2.16
|
|
3.2.17
|
|
|
3.2.18
|
|
|
3.2.19
|
|
|
3.3
|
|
|
4.1.1
|
|
|
4.1.2
|
|
|
4.1.3
|
|
|
4.1.4
|
|
|
4.1.5
|
|
|
4.2.1
|
|
|
4.2.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
23.1
|
|
|
23.2
|
|
|
31.1
|
|
|
31.2
|
|
|
31.3
|
|
|
31.4
|
|
|
32.1
|
|
|
32.2
|
|
|
32.3
|
|
|
32.4
|
|
|
99.1
|
|
|
101.1
|
|
The following materials from the Annual Reports on Form 10-K of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the year ended December 31, 2019 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith.
|
104
|
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
**
|
Management contract or compensatory plan or arrangement
|
(d)
|
Financial Statement Schedule: See Item 15 (a) and (b) above
|
BRANDYWINE REALTY TRUST
|
|
|
|
By:
|
/s/ Gerard H. Sweeney
|
|
Gerard H. Sweeney
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael J. Joyce
|
|
Chairman of the Board and Trustee
|
|
March 2, 2020
|
Michael J. Joyce
|
|
|
||
|
|
|
|
|
/s/ Gerard H. Sweeney
|
|
President, Chief Executive Officer and Trustee (Principal Executive Officer)
|
|
March 2, 2020
|
Gerard H. Sweeney
|
|
|
||
|
|
|
|
|
/s/ Thomas E. Wirth
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
March 2, 2020
|
Thomas E. Wirth
|
|
|
||
|
|
|
|
|
/s/ Daniel Palazzo
|
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
March 2, 2020
|
Daniel Palazzo
|
|
|
||
|
|
|
|
|
/s/ Wyche Fowler
|
|
Trustee
|
|
March 2, 2020
|
Wyche Fowler
|
|
|
||
|
|
|
|
|
/s/ James C. Diggs
|
|
Trustee
|
|
March 2, 2020
|
James C. Diggs
|
|
|
||
|
|
|
|
|
/s/ Anthony A. Nichols, Sr.
|
|
Trustee
|
|
March 2, 2020
|
Anthony A. Nichols, Sr.
|
|
|
||
|
|
|
|
|
/s/ Charles P. Pizzi
|
|
Trustee
|
|
March 2, 2020
|
Charles P. Pizzi
|
|
|
||
|
|
|
|
|
/s/ Terri A. Herubin
|
|
Trustee
|
|
March 2, 2020
|
Terri A. Herubin
|
|
|
||
|
|
|
|
|
/s/ H. Richard Haverstick, Jr.
|
|
Trustee
|
|
March 2, 2020
|
H. Richard Haverstick, Jr.
|
|
|
BRANDYWINE OPERATING PARTNERSHIP, L.P.
|
|
|
|
By:
|
Brandywine Realty Trust, its General Partner
|
By:
|
/s/ Gerard H. Sweeney
|
|
Gerard H. Sweeney
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael J. Joyce
|
|
Chairman of the Board and Trustee
|
|
March 2, 2020
|
Michael J. Joyce
|
|
|
||
|
|
|
|
|
/s/ Gerard H. Sweeney
|
|
President, Chief Executive Officer and Trustee (Principal Executive Officer)
|
|
March 2, 2020
|
Gerard H. Sweeney
|
|
|
||
|
|
|
|
|
/s/ Thomas E. Wirth
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
March 2, 2020
|
Thomas E. Wirth
|
|
|
||
|
|
|
|
|
/s/ Daniel Palazzo
|
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
March 2, 2020
|
Daniel Palazzo
|
|
|
||
|
|
|
|
|
/s/ Wyche Fowler
|
|
Trustee
|
|
March 2, 2020
|
Wyche Fowler
|
|
|
||
|
|
|
|
|
/s/ James Diggs
|
|
Trustee
|
|
March 2, 2020
|
James Diggs
|
|
|
||
|
|
|
|
|
/s/ Anthony A. Nichols, Sr.
|
|
Trustee
|
|
March 2, 2020
|
Anthony A. Nichols, Sr.
|
|
|
||
|
|
|
|
|
/s/ Charles P. Pizzi
|
|
Trustee
|
|
March 2, 2020
|
Charles P. Pizzi
|
|
|
||
|
|
|
|
|
/s/ Terri A. Herubin
|
|
Trustee
|
|
March 2, 2020
|
Terri A. Herubin
|
|
|
||
|
|
|
|
|
/s/ H. Richard Haverstick, Jr.
|
|
Trustee
|
|
March 2, 2020
|
H. Richard Haverstick, Jr.
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Real estate investments:
|
|
|
|
||||
Operating properties
|
$
|
4,006,459
|
|
|
$
|
3,951,719
|
|
Accumulated depreciation
|
(973,318
|
)
|
|
(885,407
|
)
|
||
Right of use asset - operating leases, net
|
21,656
|
|
|
—
|
|
||
Operating real estate investments, net
|
3,054,797
|
|
|
3,066,312
|
|
||
Construction-in-progress
|
180,718
|
|
|
150,263
|
|
||
Land held for development
|
96,124
|
|
|
86,401
|
|
||
Prepaid leasehold interests in land held for development, net
|
39,592
|
|
|
39,999
|
|
||
Total real estate investments, net
|
3,371,231
|
|
|
3,342,975
|
|
||
Assets held for sale, net
|
7,349
|
|
|
11,599
|
|
||
Cash and cash equivalents
|
90,499
|
|
|
22,842
|
|
||
Accounts receivable, net of allowance of $284 and $1,653 as of December 31, 2019 and December 31, 2018, respectively
|
16,363
|
|
|
16,394
|
|
||
Accrued rent receivable, net of allowance of $7,691 and $11,266 as of December 31, 2019 and December 31, 2018, respectively
|
174,144
|
|
|
165,243
|
|
||
Investment in Real Estate Ventures, equity method
|
120,294
|
|
|
169,100
|
|
||
Deferred costs, net
|
95,560
|
|
|
91,075
|
|
||
Intangible assets, net
|
84,851
|
|
|
131,348
|
|
||
Other assets
|
115,678
|
|
|
126,400
|
|
||
Total assets
|
$
|
4,075,969
|
|
|
$
|
4,076,976
|
|
LIABILITIES AND BENEFICIARIES' EQUITY
|
|
|
|
||||
Mortgage notes payable, net
|
$
|
313,812
|
|
|
$
|
320,869
|
|
Unsecured credit facility
|
—
|
|
|
92,500
|
|
||
Unsecured term loan, net
|
248,561
|
|
|
248,042
|
|
||
Unsecured senior notes, net
|
1,582,045
|
|
|
1,366,635
|
|
||
Accounts payable and accrued expenses
|
113,347
|
|
|
125,696
|
|
||
Distributions payable
|
33,815
|
|
|
33,632
|
|
||
Deferred income, gains and rent
|
35,284
|
|
|
28,293
|
|
||
Intangible liabilities, net
|
22,263
|
|
|
31,783
|
|
||
Lease Liability - operating leases
|
22,554
|
|
|
—
|
|
||
Other liabilities
|
15,985
|
|
|
18,498
|
|
||
Total liabilities
|
$
|
2,387,666
|
|
|
$
|
2,265,948
|
|
Commitments and contingencies (See Note 19)
|
|
|
|
||||
Brandywine Realty Trust's Equity:
|
|
|
|
||||
Common Shares of Brandywine Realty Trust's beneficial interest, $0.01 par value; shares authorized 400,000,000; 176,480,095 and 176,873,324 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively
|
1,766
|
|
|
1,770
|
|
||
Additional paid-in-capital
|
3,192,158
|
|
|
3,200,312
|
|
||
Deferred compensation payable in common shares
|
16,216
|
|
|
14,021
|
|
||
Common shares in grantor trust, 1,105,542 and 977,120 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively
|
(16,216
|
)
|
|
(14,021
|
)
|
||
Cumulative earnings
|
804,556
|
|
|
775,625
|
|
||
Accumulated other comprehensive income
|
(2,370
|
)
|
|
5,029
|
|
||
Cumulative distributions
|
(2,318,233
|
)
|
|
(2,183,909
|
)
|
||
Total Brandywine Realty Trust's equity
|
1,677,877
|
|
|
1,798,827
|
|
||
Noncontrolling interests
|
10,426
|
|
|
12,201
|
|
||
Total beneficiaries' equity
|
$
|
1,688,303
|
|
|
$
|
1,811,028
|
|
Total liabilities and beneficiaries' equity
|
$
|
4,075,969
|
|
|
$
|
4,076,976
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
|
|
|
|
||||||
Rents
|
$
|
554,665
|
|
|
$
|
515,044
|
|
|
$
|
487,323
|
|
Third party management fees, labor reimbursement and leasing
|
19,626
|
|
|
22,557
|
|
|
28,345
|
|
|||
Other
|
6,126
|
|
|
6,744
|
|
|
4,825
|
|
|||
Total revenue
|
580,417
|
|
|
544,345
|
|
|
520,493
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Property operating expenses
|
154,361
|
|
|
154,848
|
|
|
150,911
|
|
|||
Real estate taxes
|
62,237
|
|
|
51,341
|
|
|
45,204
|
|
|||
Third party management expenses
|
9,248
|
|
|
11,910
|
|
|
9,960
|
|
|||
Depreciation and amortization
|
210,005
|
|
|
176,000
|
|
|
180,323
|
|
|||
General and administrative expenses
|
32,156
|
|
|
27,802
|
|
|
28,538
|
|
|||
Provision for impairment
|
—
|
|
|
71,707
|
|
|
3,057
|
|
|||
Total operating expenses
|
468,007
|
|
|
493,608
|
|
|
417,993
|
|
|||
Gain on sale of real estate
|
|
|
|
|
|
||||||
Net gain on disposition of real estate
|
356
|
|
|
2,932
|
|
|
32,017
|
|
|||
Net gain on sale of undepreciated real estate
|
2,020
|
|
|
3,040
|
|
|
953
|
|
|||
Total gain on sale of real estate
|
2,376
|
|
|
5,972
|
|
|
32,970
|
|
|||
Operating income
|
114,786
|
|
|
56,709
|
|
|
135,470
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
2,318
|
|
|
4,703
|
|
|
1,113
|
|
|||
Interest expense
|
(81,512
|
)
|
|
(78,199
|
)
|
|
(81,886
|
)
|
|||
Interest expense - amortization of deferred financing costs
|
(2,768
|
)
|
|
(2,498
|
)
|
|
(2,435
|
)
|
|||
Equity in loss of Real Estate Ventures
|
(9,922
|
)
|
|
(15,231
|
)
|
|
(8,306
|
)
|
|||
Net gain on real estate venture transactions
|
11,639
|
|
|
142,233
|
|
|
80,526
|
|
|||
Gain on promoted interest in unconsolidated real estate venture
|
—
|
|
|
28,283
|
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
(105
|
)
|
|
(3,933
|
)
|
|||
Net income before income taxes
|
34,541
|
|
|
135,895
|
|
|
120,549
|
|
|||
Income tax (provision) benefit
|
(12
|
)
|
|
(423
|
)
|
|
628
|
|
|||
Net income
|
34,529
|
|
|
135,472
|
|
|
121,177
|
|
|||
Net income attributable to noncontrolling interests
|
(262
|
)
|
|
(954
|
)
|
|
(1,004
|
)
|
|||
Net income attributable to Brandywine Realty Trust
|
34,267
|
|
|
134,518
|
|
|
120,173
|
|
|||
Distribution to preferred shareholders
|
—
|
|
|
—
|
|
|
(2,032
|
)
|
|||
Preferred share redemption charge
|
—
|
|
|
—
|
|
|
(3,181
|
)
|
|||
Nonforfeitable dividends allocated to unvested restricted shareholders
|
(396
|
)
|
|
(369
|
)
|
|
(327
|
)
|
|||
Net income attributable to Common Shareholders of Brandywine Realty Trust
|
$
|
33,871
|
|
|
$
|
134,149
|
|
|
$
|
114,633
|
|
Basic income per Common Share
|
$
|
0.19
|
|
|
$
|
0.75
|
|
|
$
|
0.65
|
|
Diluted income per Common Share
|
$
|
0.19
|
|
|
$
|
0.75
|
|
|
$
|
0.65
|
|
Basic weighted average shares outstanding
|
176,132,941
|
|
|
178,519,748
|
|
|
175,484,350
|
|
|||
Diluted weighted average shares outstanding
|
176,686,813
|
|
|
179,641,492
|
|
|
176,808,166
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
34,529
|
|
|
$
|
135,472
|
|
|
$
|
121,177
|
|
Comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized gain (loss) on derivative financial instruments
|
(8,210
|
)
|
|
1,478
|
|
|
2,948
|
|
|||
Amortization of interest rate contracts (1)
|
770
|
|
|
1,191
|
|
|
1,230
|
|
|||
Total comprehensive income (loss)
|
(7,440
|
)
|
|
2,669
|
|
|
4,178
|
|
|||
Comprehensive income
|
27,089
|
|
|
138,141
|
|
|
125,355
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
(221
|
)
|
|
(993
|
)
|
|
(1,036
|
)
|
|||
Comprehensive income attributable to Brandywine Realty Trust
|
$
|
26,868
|
|
|
$
|
137,148
|
|
|
$
|
124,319
|
|
(1)
|
Amounts reclassified from comprehensive income to interest expense within the Consolidated Statements of Operations.
|
|
Number of Preferred Shares
|
|
Par Value of Preferred Shares
|
|
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
|
4,000,000
|
|
|
$
|
40
|
|
|
175,140,760
|
|
|
899,457
|
|
|
$
|
1,752
|
|
|
$
|
3,258,386
|
|
|
$
|
13,684
|
|
|
$
|
(13,684
|
)
|
|
$
|
520,914
|
|
|
$
|
(1,745
|
)
|
|
$
|
(1,931,892
|
)
|
|
$
|
16,933
|
|
|
$
|
1,864,388
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,173
|
|
|
|
|
|
|
1,004
|
|
|
121,177
|
|
||||||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,144
|
|
|
|
|
34
|
|
|
4,178
|
|
||||||||||||||||||||
Issuance of Common Shares of Beneficial Interest
|
|
|
|
|
2,858,991
|
|
|
|
|
29
|
|
|
51,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,225
|
|
|||||||||||||||||||
Redemption of Preferred Shares
|
(4,000,000
|
)
|
|
(40
|
)
|
|
|
|
|
|
|
|
(96,810
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(96,850
|
)
|
|||||||||||||||||||
Issuance of partnership interest in consolidated real estate venture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85
|
|
|
85
|
|
|||||||||||||||||||||
Distributions from consolidated real estate venture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48
|
)
|
|
(48
|
)
|
|||||||||||||||||||||
Equity issuance costs
|
|
|
|
|
|
|
|
|
|
|
(499
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(499
|
)
|
|||||||||||||||||||||
Bonus share issuance
|
|
|
|
|
6,752
|
|
|
|
|
|
|
110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110
|
|
||||||||||||||||||||
Share-based compensation activity
|
|
|
|
|
333,127
|
|
|
39,870
|
|
|
3
|
|
|
6,689
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
6,698
|
|
|||||||||||||||||
Share Issuance from/(to) Deferred Compensation Plan
|
|
|
|
|
(52,971
|
)
|
|
(44,591
|
)
|
|
|
|
(768
|
)
|
|
(1,239
|
)
|
|
1,239
|
|
|
|
|
|
|
|
|
|
|
(768
|
)
|
|||||||||||||||||
Share Choice Plan issuance
|
|
|
|
|
(1,423
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||||||||
Reallocation of Noncontrolling Interest
|
|
|
|
|
|
|
|
|
|
|
(227
|
)
|
|
|
|
|
|
|
|
|
|
|
|
227
|
|
|
—
|
|
||||||||||||||||||||
Preferred Share distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,032
|
)
|
|
|
|
(2,032
|
)
|
|||||||||||||||||||||
Preferred Share redemption charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,181
|
)
|
|
|
|
(3,181
|
)
|
|||||||||||||||||||||
Distributions declared ($0.66 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(116,636
|
)
|
|
(977
|
)
|
|
(117,613
|
)
|
||||||||||||||||||||
BALANCE, December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134,518
|
|
|
|
|
|
|
954
|
|
|
135,472
|
|
||||||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,630
|
|
|
|
|
39
|
|
|
2,669
|
|
||||||||||||||||||||
Issuance of Common Shares of Beneficial Interest
|
|
|
|
|
23,311
|
|
|
|
|
|
|
416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
416
|
|
||||||||||||||||||||
Repurchase and retirement of Common Shares of Beneficial Interest
|
|
|
|
|
(1,729,278
|
)
|
|
|
|
(17
|
)
|
|
(21,841
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,858
|
)
|
|||||||||||||||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
16
|
|
|||||||||||||||||||||
Distributions from consolidated real estate ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(94
|
)
|
|
(94
|
)
|
|||||||||||||||||||||
Redemption of LP Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,043
|
)
|
|
(7,043
|
)
|
|||||||||||||||||||||
Share-based compensation activity
|
|
|
|
|
196,151
|
|
|
|
|
2
|
|
|
5,829
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
5,845
|
|
||||||||||||||||||
Share Issuance from/(to) Deferred Compensation Plan
|
|
|
|
|
99,189
|
|
|
82,384
|
|
|
1
|
|
|
(112
|
)
|
|
1,576
|
|
|
(1,576
|
)
|
|
|
|
|
|
|
|
|
|
(111
|
)
|
||||||||||||||||
Share Choice Plan issuance
|
|
|
|
|
(1,285
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||||||||
Reallocation of Noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(2,057
|
)
|
|
|
|
|
|
|
|
|
|
|
|
2,057
|
|
|
—
|
|
||||||||||||||||||||
Distributions declared ($0.73 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(130,168
|
)
|
|
(986
|
)
|
|
(131,154
|
)
|
||||||||||||||||||||
BALANCE, December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,267
|
|
|
|
|
|
|
262
|
|
|
34,529
|
|
||||||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,399
|
)
|
|
|
|
(41
|
)
|
|
(7,440
|
)
|
||||||||||||||||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
27
|
|
|||||||||||||||||||||
Purchase of partnership interest in consolidated real estate venture
|
|
|
|
|
|
|
|
|
|
|
(983
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(1,197
|
)
|
|
(2,180
|
)
|
||||||||||||||||||||
Redemption of LP Units
|
|
|
|
|
1,245
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
(16
|
)
|
|
—
|
|
|||||||||||||||||||
Share-based compensation activity
|
|
|
|
|
845,210
|
|
|
41,342
|
|
|
9
|
|
|
10,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,027
|
|
||||||||||||||||||
Share Issuance from/(to) Deferred Compensation Plan
|
|
|
|
|
97,485
|
|
|
87,080
|
|
|
|
|
|
|
2,195
|
|
|
(2,195
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||||||
Reallocation of Noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
|
|
(63
|
)
|
|
—
|
|
||||||||||||||||||||
Distributions declared ($0.76 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(134,324
|
)
|
|
(747
|
)
|
|
(135,071
|
)
|
||||||||||||||||||||
BALANCE, December 31, 2019
|
—
|
|
|
$
|
—
|
|
|
176,480,095
|
|
|
1,105,542
|
|
|
$
|
1,766
|
|
|
$
|
3,192,158
|
|
|
$
|
16,216
|
|
|
$
|
(16,216
|
)
|
|
$
|
804,556
|
|
|
$
|
(2,370
|
)
|
|
$
|
(2,318,233
|
)
|
|
$
|
10,426
|
|
|
$
|
1,688,303
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|||||
Net income
|
$
|
34,529
|
|
|
$
|
135,472
|
|
|
$
|
121,177
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
210,005
|
|
|
176,000
|
|
|
180,323
|
|
|||
Amortization of deferred financing costs
|
2,768
|
|
|
2,498
|
|
|
2,435
|
|
|||
Amortization of debt discount/(premium), net
|
189
|
|
|
702
|
|
|
1,569
|
|
|||
Amortization of stock compensation costs
|
6,876
|
|
|
5,716
|
|
|
4,883
|
|
|||
Straight-line rent income
|
(11,369
|
)
|
|
(12,283
|
)
|
|
(27,115
|
)
|
|||
Amortization of acquired above (below) market leases, net
|
(8,857
|
)
|
|
(3,344
|
)
|
|
(3,071
|
)
|
|||
Ground rent expense
|
1,470
|
|
|
431
|
|
|
164
|
|
|||
Provision for doubtful accounts
|
(1,345
|
)
|
|
1,775
|
|
|
2,207
|
|
|||
Net gain on real estate venture transactions
|
(11,639
|
)
|
|
(142,233
|
)
|
|
(80,526
|
)
|
|||
Gain on promoted interest in unconsolidated real estate venture
|
—
|
|
|
(28,283
|
)
|
|
—
|
|
|||
Net gain on sale of interests in real estate
|
(2,376
|
)
|
|
(5,972
|
)
|
|
(32,970
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
105
|
|
|
3,933
|
|
|||
Provision for impairment
|
—
|
|
|
71,707
|
|
|
3,057
|
|
|||
Other than temporary impairment
|
—
|
|
|
4,076
|
|
|
4,844
|
|
|||
Income from Real Estate Ventures, net of distributions
|
10,242
|
|
|
12,871
|
|
|
3,462
|
|
|||
Income tax provision (benefit)
|
12
|
|
|
423
|
|
|
(628
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(248
|
)
|
|
3,524
|
|
|
(6,266
|
)
|
|||
Other assets
|
9,368
|
|
|
(14,334
|
)
|
|
1,752
|
|
|||
Accounts payable and accrued expenses
|
(5,599
|
)
|
|
12,579
|
|
|
4,004
|
|
|||
Deferred income, gains and rent
|
9,319
|
|
|
3,017
|
|
|
(1,482
|
)
|
|||
Other liabilities
|
(9,115
|
)
|
|
2,902
|
|
|
829
|
|
|||
Net cash provided by operating activities
|
234,230
|
|
|
227,349
|
|
|
182,581
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of properties
|
—
|
|
|
(196,625
|
)
|
|
(72,523
|
)
|
|||
Acquisition of partners interest in consolidated real estate venture
|
(2,181
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of properties
|
41,795
|
|
|
324,090
|
|
|
171,860
|
|
|||
Proceeds from real estate venture sales
|
9,730
|
|
|
60,346
|
|
|
145,416
|
|
|||
Issuance of mortgage note receivable
|
—
|
|
|
(175,172
|
)
|
|
—
|
|
|||
Proceeds from repayment of mortgage notes receivable
|
3,341
|
|
|
192
|
|
|
151
|
|
|||
Proceeds from repayment of a capital lease
|
—
|
|
|
181
|
|
|
—
|
|
|||
Capital expenditures for tenant improvements
|
(67,258
|
)
|
|
(65,264
|
)
|
|
(60,586
|
)
|
|||
Capital expenditures for redevelopments
|
(53,846
|
)
|
|
(48,231
|
)
|
|
(34,679
|
)
|
|||
Capital expenditures for developments
|
(77,192
|
)
|
|
(99,104
|
)
|
|
(66,915
|
)
|
|||
Advances for the purchase of tenant assets, net of repayments
|
(1,035
|
)
|
|
410
|
|
|
18
|
|
|||
Investment in unconsolidated Real Estate Ventures
|
(253
|
)
|
|
(908
|
)
|
|
(6,638
|
)
|
|||
Deposits for real estate
|
(4,181
|
)
|
|
(8,234
|
)
|
|
573
|
|
|||
Escrowed cash
|
—
|
|
|
5,694
|
|
|
—
|
|
|||
Capital distributions from Real Estate Ventures
|
35,906
|
|
|
6,526
|
|
|
20,781
|
|
|||
Leasing costs paid
|
(15,485
|
)
|
|
(18,407
|
)
|
|
(17,657
|
)
|
|||
Net cash provided by (used in) investing activities
|
(130,659
|
)
|
|
(214,506
|
)
|
|
79,801
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayments of mortgage notes payable
|
(7,595
|
)
|
|
(122,180
|
)
|
|
(4,931
|
)
|
|||
Proceeds from credit facility borrowings
|
348,500
|
|
|
455,500
|
|
|
341,000
|
|
|||
Repayments of credit facility borrowings
|
(441,000
|
)
|
|
(363,000
|
)
|
|
(341,000
|
)
|
|||
Proceeds from unsecured notes
|
216,373
|
|
|
—
|
|
|
550,131
|
|
|||
Repayments of unsecured notes
|
—
|
|
|
—
|
|
|
(628,590
|
)
|
|||
Debt financing costs paid
|
(1,965
|
)
|
|
(3,430
|
)
|
|
(4,727
|
)
|
|||
Redemption of preferred shares
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||
Proceeds from the exercise of stock options
|
3,771
|
|
|
—
|
|
|
1,229
|
|
|||
Proceeds from the issuance of common shares
|
—
|
|
|
416
|
|
|
51,225
|
|
|||
Shares used for employee taxes upon vesting of share awards
|
(1,554
|
)
|
|
(1,494
|
)
|
|
(674
|
)
|
|||
Partner contributions to consolidated real estate venture
|
27
|
|
|
16
|
|
|
85
|
|
|||
Partner distributions from consolidated real estate venture
|
—
|
|
|
(94
|
)
|
|
(48
|
)
|
|||
Repurchase and retirement of common shares
|
(17,282
|
)
|
|
(21,841
|
)
|
|
—
|
|
|||
Redemption of limited partnership units
|
—
|
|
|
(7,043
|
)
|
|
—
|
|
|||
Distributions paid to shareholders
|
(134,140
|
)
|
|
(128,859
|
)
|
|
(116,311
|
)
|
|||
Distributions to noncontrolling interest
|
(747
|
)
|
|
(1,065
|
)
|
|
(947
|
)
|
|||
Net cash used in financing activities
|
(35,612
|
)
|
|
(193,074
|
)
|
|
(253,558
|
)
|
|||
Increase/(Decrease) in cash and cash equivalents and restricted cash
|
67,959
|
|
|
(180,231
|
)
|
|
8,824
|
|
|||
Cash and cash equivalents and restricted cash at beginning of year
|
23,211
|
|
|
203,442
|
|
|
194,618
|
|
|||
Cash and cash equivalents and restricted cash at end of period
|
$
|
91,170
|
|
|
$
|
23,211
|
|
|
$
|
203,442
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of cash and cash equivalents and restricted cash:
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents, beginning of period
|
$
|
22,842
|
|
|
$
|
202,179
|
|
|
$
|
193,919
|
|
Restricted cash, beginning of period
|
369
|
|
|
1,263
|
|
|
699
|
|
|||
Cash and cash equivalents and restricted cash, beginning of period
|
$
|
23,211
|
|
|
$
|
203,442
|
|
|
$
|
194,618
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
90,499
|
|
|
$
|
22,842
|
|
|
$
|
202,179
|
|
Restricted cash, end of period
|
671
|
|
|
369
|
|
|
1,263
|
|
|||
Cash and cash equivalents and restricted cash, end of period
|
$
|
91,170
|
|
|
$
|
23,211
|
|
|
$
|
203,442
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental disclosure:
|
|
|
|
|
|
||||||
Cash paid for interest, net of capitalized interest during the years ended December 31, 2019, 2018 and 2017 of $2,246, $3,586, and $3,527, respectively
|
$
|
66,508
|
|
|
$
|
76,858
|
|
|
$
|
83,139
|
|
Cash paid for income taxes
|
1,385
|
|
|
405
|
|
|
225
|
|
|||
Supplemental disclosure of non-cash activity:
|
|
|
|
|
|
||||||
Dividends and distributions declared but not paid
|
33,815
|
|
|
33,632
|
|
|
32,456
|
|
|||
Change in construction-in-progress related to non-cash disposition of land
|
—
|
|
|
27,231
|
|
|
—
|
|
|||
Change in deferred income, gains and rent to the non-cash disposition of land
|
—
|
|
|
(29,780
|
)
|
|
—
|
|
|||
Change in investment in real estate ventures as a result of dispositions
|
1,806
|
|
|
14,169
|
|
|
(64,792
|
)
|
|||
Change in Notes receivable as a result of a noncash acquisition of an operating property
|
—
|
|
|
130,742
|
|
|
—
|
|
|||
Change in real estate ventures as a result of other than temporary impairment
|
—
|
|
|
(4,076
|
)
|
|
(4,844
|
)
|
|||
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
|
—
|
|
|
(16,832
|
)
|
|
—
|
|
|||
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
|
(10,618
|
)
|
|
8,784
|
|
|
(6,593
|
)
|
|||
Change in capital expenditures financed through retention payable at period end
|
(946
|
)
|
|
(2,912
|
)
|
|
(159
|
)
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Operating properties
|
|
$
|
4,006,459
|
|
|
$
|
3,951,719
|
|
Accumulated depreciation
|
|
(973,318
|
)
|
|
(885,407
|
)
|
||
Right of use asset - operating leases, net
|
|
21,656
|
|
|
—
|
|
||
Operating real estate investments, net
|
|
3,054,797
|
|
|
3,066,312
|
|
||
Construction-in-progress
|
|
180,718
|
|
|
150,263
|
|
||
Land held for development
|
|
96,124
|
|
|
86,401
|
|
||
Prepaid leasehold interests in land held for development, net
|
|
39,592
|
|
|
39,999
|
|
||
Total real estate investments, net
|
|
3,371,231
|
|
|
3,342,975
|
|
||
Assets held for sale, net
|
|
7,349
|
|
|
11,599
|
|
||
Cash and cash equivalents
|
|
90,499
|
|
|
22,842
|
|
||
Accounts receivable, net of allowance of $284 and $1,653 as of December 31, 2019 and December 31, 2018, respectively
|
|
16,363
|
|
|
16,394
|
|
||
Accrued rent receivable, net of allowance of $7,691 and $11,266 as of December 31, 2019 and December 31, 2018, respectively
|
|
174,144
|
|
|
165,243
|
|
||
Investment in Real Estate Ventures, equity method
|
|
120,294
|
|
|
169,100
|
|
||
Deferred costs, net
|
|
95,560
|
|
|
91,075
|
|
||
Intangible assets, net
|
|
84,851
|
|
|
131,348
|
|
||
Other assets
|
|
115,678
|
|
|
126,400
|
|
||
Total assets
|
|
$
|
4,075,969
|
|
|
$
|
4,076,976
|
|
LIABILITIES AND PARTNERS' EQUITY
|
|
|
|
|
||||
Mortgage notes payable, net
|
|
$
|
313,812
|
|
|
$
|
320,869
|
|
Unsecured credit facility
|
|
—
|
|
|
92,500
|
|
||
Unsecured term loan, net
|
|
248,561
|
|
|
248,042
|
|
||
Unsecured senior notes, net
|
|
1,582,045
|
|
|
1,366,635
|
|
||
Accounts payable and accrued expenses
|
|
113,347
|
|
|
125,696
|
|
||
Distributions payable
|
|
33,815
|
|
|
33,632
|
|
||
Deferred income, gains and rent
|
|
35,284
|
|
|
28,293
|
|
||
Intangible liabilities, net
|
|
22,263
|
|
|
31,783
|
|
||
Lease liability - operating leases
|
|
22,554
|
|
|
—
|
|
||
Other liabilities
|
|
15,985
|
|
|
18,498
|
|
||
Total liabilities
|
|
$
|
2,387,666
|
|
|
$
|
2,265,948
|
|
Commitments and contingencies (See Note 19)
|
|
|
|
|
||||
Redeemable limited partnership units at redemption value; 981,634 and 982,871 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively
|
|
15,388
|
|
|
12,520
|
|
||
Brandywine Operating Partnership, L.P.'s equity:
|
|
|
|
|
||||
General Partnership Capital; 176,480,095 and 176,873,324 units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively
|
|
1,674,539
|
|
|
1,791,591
|
|
||
Accumulated other comprehensive income
|
|
(2,715
|
)
|
|
4,725
|
|
||
Total Brandywine Operating Partnership, L.P.'s equity
|
|
1,671,824
|
|
|
1,796,316
|
|
||
Noncontrolling interest - consolidated real estate ventures
|
|
1,091
|
|
|
2,192
|
|
||
Total partners' equity
|
|
$
|
1,672,915
|
|
|
$
|
1,798,508
|
|
Total liabilities and partners' equity
|
|
$
|
4,075,969
|
|
|
$
|
4,076,976
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Rents
|
|
$
|
554,665
|
|
|
$
|
515,044
|
|
|
$
|
487,323
|
|
Third party management fees, labor reimbursement and leasing
|
|
19,626
|
|
|
22,557
|
|
|
28,345
|
|
|||
Other
|
|
6,126
|
|
|
6,744
|
|
|
4,825
|
|
|||
Total revenue
|
|
580,417
|
|
|
544,345
|
|
|
520,493
|
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Property operating expenses
|
|
154,361
|
|
|
154,848
|
|
|
150,911
|
|
|||
Real estate taxes
|
|
62,237
|
|
|
51,341
|
|
|
45,204
|
|
|||
Third party management expenses
|
|
9,248
|
|
|
11,910
|
|
|
9,960
|
|
|||
Depreciation and amortization
|
|
210,005
|
|
|
176,000
|
|
|
180,323
|
|
|||
General and administrative expenses
|
|
32,156
|
|
|
27,802
|
|
|
28,538
|
|
|||
Provision for impairment
|
|
—
|
|
|
71,707
|
|
|
3,057
|
|
|||
Total operating expenses
|
|
468,007
|
|
|
493,608
|
|
|
417,993
|
|
|||
Gain on sale of real estate
|
|
|
|
|
|
|
||||||
Net gain on disposition of real estate
|
|
356
|
|
|
2,932
|
|
|
32,017
|
|
|||
Net gain on sale of undepreciated real estate
|
|
2,020
|
|
|
3,040
|
|
|
953
|
|
|||
Total gain on sale of real estate
|
|
2,376
|
|
|
5,972
|
|
|
32,970
|
|
|||
Operating income
|
|
114,786
|
|
|
56,709
|
|
|
135,470
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest income
|
|
2,318
|
|
|
4,703
|
|
|
1,113
|
|
|||
Interest expense
|
|
(81,512
|
)
|
|
(78,199
|
)
|
|
(81,886
|
)
|
|||
Interest expense - amortization of deferred financing costs
|
|
(2,768
|
)
|
|
(2,498
|
)
|
|
(2,435
|
)
|
|||
Equity in loss of Real Estate Ventures
|
|
(9,922
|
)
|
|
(15,231
|
)
|
|
(8,306
|
)
|
|||
Net gain on real estate venture transactions
|
|
11,639
|
|
|
142,233
|
|
|
80,526
|
|
|||
Gain on promoted interest in unconsolidated real estate venture
|
|
—
|
|
|
28,283
|
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
(105
|
)
|
|
(3,933
|
)
|
|||
Net income before income taxes
|
|
34,541
|
|
|
135,895
|
|
|
120,549
|
|
|||
Income tax (provision) benefit
|
|
(12
|
)
|
|
(423
|
)
|
|
628
|
|
|||
Net income
|
|
34,529
|
|
|
135,472
|
|
|
121,177
|
|
|||
Net income attributable to noncontrolling interests - consolidated real estate ventures
|
|
(69
|
)
|
|
(55
|
)
|
|
(29
|
)
|
|||
Net income attributable to Brandywine Operating Partnership
|
|
34,460
|
|
|
135,417
|
|
|
121,148
|
|
|||
Distribution to preferred unitholders
|
|
—
|
|
|
—
|
|
|
(2,032
|
)
|
|||
Preferred unit redemption charge
|
|
—
|
|
|
—
|
|
|
(3,181
|
)
|
|||
Nonforfeitable dividends allocated to unvested restricted unitholders
|
|
(396
|
)
|
|
(369
|
)
|
|
(327
|
)
|
|||
Net income attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P.
|
|
$
|
34,064
|
|
|
$
|
135,048
|
|
|
$
|
115,608
|
|
Basic income per Common Partnership Unit
|
|
$
|
0.19
|
|
|
$
|
0.75
|
|
|
$
|
0.65
|
|
Diluted income per Common Partnership Unit
|
|
$
|
0.19
|
|
|
$
|
0.75
|
|
|
$
|
0.65
|
|
Basic weighted average common partnership units outstanding
|
|
177,114,932
|
|
|
179,959,370
|
|
|
176,964,149
|
|
|||
Diluted weighted average common partnership units outstanding
|
|
177,668,804
|
|
|
181,081,114
|
|
|
178,287,965
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
34,529
|
|
|
$
|
135,472
|
|
|
$
|
121,177
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on derivative financial instruments
|
|
(8,210
|
)
|
|
1,478
|
|
|
2,948
|
|
|||
Amortization of interest rate contracts (1)
|
|
770
|
|
|
1,191
|
|
|
1,230
|
|
|||
Total comprehensive income (loss)
|
|
(7,440
|
)
|
|
2,669
|
|
|
4,178
|
|
|||
Comprehensive income
|
|
27,089
|
|
|
138,141
|
|
|
125,355
|
|
|||
Comprehensive income attributable to noncontrolling interest - consolidated real estate ventures
|
|
(69
|
)
|
|
(55
|
)
|
|
(29
|
)
|
|||
Comprehensive income attributable to Brandywine Operating Partnership
|
|
$
|
27,020
|
|
|
$
|
138,086
|
|
|
$
|
125,326
|
|
(1)
|
Amounts reclassified from comprehensive income to interest expense within the Consolidated Statement of Operations.
|
|
Series E-Linked Preferred Mirror Units
|
|
General Partner Capital
|
|
|
|
|
|
|
||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interest - Consolidated Real Estate Ventures
|
|
Total Partners' Equity
|
||||||||||||
BALANCE, beginning of period
|
4,000,000
|
|
|
$
|
96,850
|
|
|
175,140,760
|
|
|
$
|
1,743,715
|
|
|
$
|
(2,122
|
)
|
|
$
|
2,150
|
|
|
$
|
1,840,593
|
|
Net income
|
|
|
|
|
|
|
121,148
|
|
|
|
|
29
|
|
|
121,177
|
|
|||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
4,178
|
|
|
|
|
4,178
|
|
||||||||||
Redemption of Preferred Mirror Units
|
(4,000,000
|
)
|
|
(96,850
|
)
|
|
|
|
|
|
|
|
|
|
(96,850
|
)
|
|||||||||
Deferred compensation obligation
|
|
|
|
|
(52,971
|
)
|
|
(768
|
)
|
|
|
|
|
|
(768
|
)
|
|||||||||
Issuance of LP Units
|
|
|
|
|
2,858,991
|
|
|
50,726
|
|
|
|
|
|
|
50,726
|
|
|||||||||
Issuance of partnership interest in consolidated real estate venture
|
|
|
|
|
|
|
|
|
|
|
85
|
|
|
85
|
|
||||||||||
Distributions from consolidated real estate venture
|
|
|
|
|
|
|
|
|
|
|
(48
|
)
|
|
(48
|
)
|
||||||||||
Share Choice Plan issuance
|
|
|
|
|
(1,423
|
)
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Bonus share issuance
|
|
|
|
|
6,752
|
|
|
110
|
|
|
|
|
|
|
110
|
|
|||||||||
Share-based compensation activity
|
|
|
|
|
333,127
|
|
|
6,697
|
|
|
|
|
|
|
6,697
|
|
|||||||||
Adjustment of redeemable partnership units to liquidation value at period end
|
|
|
|
|
|
|
(4,095
|
)
|
|
|
|
(1
|
)
|
|
(4,096
|
)
|
|||||||||
Distributions to Preferred Mirror Units
|
|
|
|
|
|
|
(2,032
|
)
|
|
|
|
|
|
(2,032
|
)
|
||||||||||
Preferred Mirror Units redemption charge
|
|
|
|
|
|
|
(3,181
|
)
|
|
|
|
|
|
(3,181
|
)
|
||||||||||
Distributions declared to general partnership unitholders ($0.66 per unit)
|
|
|
|
|
|
|
(116,636
|
)
|
|
|
|
|
|
(116,636
|
)
|
||||||||||
BALANCE, December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
178,285,236
|
|
|
$
|
1,795,684
|
|
|
$
|
2,056
|
|
|
$
|
2,215
|
|
|
$
|
1,799,955
|
|
Net income
|
|
|
|
|
|
|
135,417
|
|
|
|
|
55
|
|
|
135,472
|
|
|||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
2,669
|
|
|
|
|
2,669
|
|
||||||||||
Deferred compensation obligation
|
|
|
|
|
99,189
|
|
|
(111
|
)
|
|
|
|
|
|
(111
|
)
|
|||||||||
Issuance of LP Units
|
|
|
|
|
23,311
|
|
|
416
|
|
|
|
|
|
|
416
|
|
|||||||||
Repurchase and retirement of LP units
|
|
|
|
|
(1,729,278
|
)
|
|
(21,858
|
)
|
|
|
|
|
|
(21,858
|
)
|
|||||||||
Issuance of partnership interest in consolidated real estate venture
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
16
|
|
||||||||||
Distributions from consolidated real estate venture
|
|
|
|
|
|
|
|
|
|
|
(94
|
)
|
|
(94
|
)
|
||||||||||
Share Choice Plan issuance
|
|
|
|
|
(1,285
|
)
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Redemption value of limited partnership units
|
|
|
|
|
|
|
6,363
|
|
|
|
|
|
|
6,363
|
|
||||||||||
Share-based compensation activity
|
|
|
|
|
196,151
|
|
|
5,848
|
|
|
|
|
|
|
5,848
|
|
|||||||||
Distributions declared to general partnership unitholders ($0.73 per unit)
|
|
|
|
|
|
|
(130,168
|
)
|
|
|
|
|
|
(130,168
|
)
|
||||||||||
BALANCE, December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
176,873,324
|
|
|
$
|
1,791,591
|
|
|
$
|
4,725
|
|
|
$
|
2,192
|
|
|
$
|
1,798,508
|
|
Cumulative effect of accounting change
|
|
|
|
|
|
|
(5,336
|
)
|
|
|
|
|
|
(5,336
|
)
|
||||||||||
Net income
|
|
|
|
|
|
|
34,460
|
|
|
|
|
69
|
|
|
34,529
|
|
|||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(7,440
|
)
|
|
|
|
(7,440
|
)
|
||||||||||
Deferred compensation obligation
|
|
|
|
|
97,485
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Conversion of LP Units to common shares
|
|
|
|
|
1,245
|
|
|
16
|
|
|
|
|
|
|
16
|
|
|||||||||
Repurchase and retirement of LP units
|
|
|
|
|
(1,337,169
|
)
|
|
(17,297
|
)
|
|
|
|
|
|
(17,297
|
)
|
|||||||||
Issuance of partnership interest in consolidated real estate ventures
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
27
|
|
||||||||||
Share-based compensation activity
|
|
|
|
|
845,210
|
|
|
10,027
|
|
|
|
|
|
|
10,027
|
|
|||||||||
Purchase of partnership interest in consolidated real estate venture
|
|
|
|
|
|
|
(983
|
)
|
|
|
|
(1,197
|
)
|
|
(2,180
|
)
|
|||||||||
Adjustment of redeemable partnership units to liquidation value at period end
|
|
|
|
|
|
|
(3,615
|
)
|
|
|
|
|
|
(3,615
|
)
|
||||||||||
Distributions declared to general partnership unitholders ($0.76 per unit)
|
|
|
|
|
|
|
(134,324
|
)
|
|
|
|
|
|
(134,324
|
)
|
||||||||||
BALANCE, December 31, 2019
|
—
|
|
|
$
|
—
|
|
|
176,480,095
|
|
|
$
|
1,674,539
|
|
|
$
|
(2,715
|
)
|
|
$
|
1,091
|
|
|
$
|
1,672,915
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
34,529
|
|
|
$
|
135,472
|
|
|
$
|
121,177
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
210,005
|
|
|
176,000
|
|
|
180,323
|
|
|||
Amortization of deferred financing costs
|
2,768
|
|
|
2,498
|
|
|
2,435
|
|
|||
Amortization of debt discount/(premium), net
|
189
|
|
|
702
|
|
|
1,569
|
|
|||
Amortization of stock compensation costs
|
6,876
|
|
|
5,716
|
|
|
4,883
|
|
|||
Straight-line rent income
|
(11,369
|
)
|
|
(12,283
|
)
|
|
(27,115
|
)
|
|||
Amortization of acquired above (below) market leases, net
|
(8,857
|
)
|
|
(3,344
|
)
|
|
(3,071
|
)
|
|||
Ground rent expense
|
1,470
|
|
|
431
|
|
|
164
|
|
|||
Provision for doubtful accounts
|
(1,345
|
)
|
|
1,775
|
|
|
2,207
|
|
|||
Net gain on real estate venture transactions
|
(11,639
|
)
|
|
(142,233
|
)
|
|
(80,526
|
)
|
|||
Gain on promoted interest in unconsolidated real estate venture
|
—
|
|
|
(28,283
|
)
|
|
—
|
|
|||
Net gain on sale of interests in real estate
|
(2,376
|
)
|
|
(5,972
|
)
|
|
(32,970
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
105
|
|
|
3,933
|
|
|||
Provision for impairment
|
—
|
|
|
71,707
|
|
|
3,057
|
|
|||
Other than temporary impairment
|
—
|
|
|
4,076
|
|
|
4,844
|
|
|||
Income from Real Estate Ventures, net of distributions
|
10,242
|
|
|
12,871
|
|
|
3,462
|
|
|||
Income tax provision (benefit)
|
12
|
|
|
423
|
|
|
(628
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(248
|
)
|
|
3,524
|
|
|
(6,266
|
)
|
|||
Other assets
|
9,368
|
|
|
(14,334
|
)
|
|
1,752
|
|
|||
Accounts payable and accrued expenses
|
(5,599
|
)
|
|
12,579
|
|
|
4,004
|
|
|||
Deferred income, gains and rent
|
9,319
|
|
|
3,017
|
|
|
(1,482
|
)
|
|||
Other liabilities
|
(9,115
|
)
|
|
2,902
|
|
|
829
|
|
|||
Net cash provided by operating activities
|
234,230
|
|
|
227,349
|
|
|
182,581
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of properties
|
—
|
|
|
(196,625
|
)
|
|
(72,523
|
)
|
|||
Acquisition of partners interest in consolidated real estate venture
|
(2,181
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of properties
|
41,795
|
|
|
324,090
|
|
|
171,860
|
|
|||
Proceeds from real estate venture sales
|
9,730
|
|
|
60,346
|
|
|
145,416
|
|
|||
Issuance of mortgage note receivable
|
—
|
|
|
(175,172
|
)
|
|
—
|
|
|||
Proceeds from repayment of mortgage notes receivable
|
3,341
|
|
|
192
|
|
|
151
|
|
|||
Proceeds from repayment of a capital lease
|
—
|
|
|
181
|
|
|
—
|
|
|||
Capital expenditures for tenant improvements
|
(67,258
|
)
|
|
(65,264
|
)
|
|
(60,586
|
)
|
|||
Capital expenditures for redevelopments
|
(53,846
|
)
|
|
(48,231
|
)
|
|
(34,679
|
)
|
|||
Capital expenditures for developments
|
(77,192
|
)
|
|
(99,104
|
)
|
|
(66,915
|
)
|
|||
Advances for the purchase of tenant assets, net of repayments
|
(1,035
|
)
|
|
410
|
|
|
18
|
|
|||
Investment in unconsolidated Real Estate Ventures
|
(253
|
)
|
|
(908
|
)
|
|
(6,638
|
)
|
|||
Deposits for real estate
|
(4,181
|
)
|
|
(8,234
|
)
|
|
573
|
|
|||
Escrowed cash
|
—
|
|
|
5,694
|
|
|
—
|
|
|||
Capital distributions from Real Estate Ventures
|
35,906
|
|
|
6,526
|
|
|
20,781
|
|
|||
Leasing costs paid
|
(15,485
|
)
|
|
(18,407
|
)
|
|
(17,657
|
)
|
|||
Net cash provided by (used in) investing activities
|
(130,659
|
)
|
|
(214,506
|
)
|
|
79,801
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayments of mortgage notes payable
|
(7,595
|
)
|
|
(122,180
|
)
|
|
(4,931
|
)
|
|||
Proceeds from credit facility borrowings
|
348,500
|
|
|
455,500
|
|
|
341,000
|
|
|||
Repayments of credit facility borrowings
|
(441,000
|
)
|
|
(363,000
|
)
|
|
(341,000
|
)
|
|||
Proceeds from unsecured notes
|
216,373
|
|
|
—
|
|
|
550,131
|
|
|||
Repayments of unsecured notes
|
—
|
|
|
—
|
|
|
(628,590
|
)
|
|||
Debt financing costs paid
|
(1,965
|
)
|
|
(3,430
|
)
|
|
(4,727
|
)
|
|||
Redemption of preferred shares
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||
Proceeds from the exercise of stock options
|
3,771
|
|
|
—
|
|
|
1,229
|
|
|||
Proceeds from the issuance of common units
|
—
|
|
|
416
|
|
|
51,225
|
|
|||
Shares used for employee taxes upon vesting of share awards
|
(1,554
|
)
|
|
(1,494
|
)
|
|
(674
|
)
|
|||
Partner contributions to consolidated real estate venture
|
27
|
|
|
16
|
|
|
85
|
|
|||
Partner distributions from consolidated real estate venture
|
—
|
|
|
(94
|
)
|
|
(48
|
)
|
|||
Repurchase and retirement of common shares
|
(17,282
|
)
|
|
(21,841
|
)
|
|
—
|
|
|||
Redemption of limited partnership units
|
—
|
|
|
(7,043
|
)
|
|
—
|
|
|||
Distributions paid to preferred and common partnership units
|
(134,887
|
)
|
|
(129,924
|
)
|
|
(117,258
|
)
|
|||
Net cash used in financing activities
|
(35,612
|
)
|
|
(193,074
|
)
|
|
(253,558
|
)
|
|||
Increase/(Decrease) in cash and cash equivalents and restricted cash
|
67,959
|
|
|
(180,231
|
)
|
|
8,824
|
|
|||
Cash and cash equivalents and restricted cash at beginning of year
|
23,211
|
|
|
203,442
|
|
|
194,618
|
|
|||
Cash and cash equivalents and restricted cash at end of period
|
$
|
91,170
|
|
|
$
|
23,211
|
|
|
$
|
203,442
|
|
|
|
|
|
|
|
Reconciliation of cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Cash and cash equivalents, beginning of period
|
$
|
22,842
|
|
|
$
|
202,179
|
|
|
$
|
193,919
|
|
Restricted cash, beginning of period
|
369
|
|
|
1,263
|
|
|
699
|
|
|||
Cash and cash equivalents and restricted cash, beginning of period
|
$
|
23,211
|
|
|
$
|
203,442
|
|
|
$
|
194,618
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
90,499
|
|
|
$
|
22,842
|
|
|
$
|
202,179
|
|
Restricted cash, end of period
|
671
|
|
|
369
|
|
|
1,263
|
|
|||
Cash and cash equivalents and restricted cash, end of period
|
$
|
91,170
|
|
|
$
|
23,211
|
|
|
$
|
203,442
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental disclosure:
|
|
|
|
|
|
||||||
Cash paid for interest, net of capitalized interest during the years ended December 31, 2019, 2018 and 2017 of $2,246, $3,586, and $3,527, respectively
|
$
|
66,508
|
|
|
$
|
76,858
|
|
|
$
|
83,139
|
|
Cash paid for income taxes
|
1,385
|
|
|
405
|
|
|
225
|
|
|||
Supplemental disclosure of non-cash activity:
|
|
|
|
|
|
||||||
Dividends and distributions declared but not paid
|
33,815
|
|
|
33,632
|
|
|
32,456
|
|
|||
Change in construction-in-progress related to non-cash disposition of land
|
—
|
|
|
27,231
|
|
|
—
|
|
|||
Change in deferred income, gains and rent to the non-cash disposition of land
|
—
|
|
|
(29,780
|
)
|
|
—
|
|
|||
Change in investment in real estate ventures as a result of dispositions
|
1,806
|
|
|
14,169
|
|
|
(64,792
|
)
|
|||
Change in Notes receivable as a result of a noncash acquisition of an operating property
|
—
|
|
|
130,742
|
|
|
—
|
|
|||
Change in real estate ventures as a result of other than temporary impairment
|
—
|
|
|
(4,076
|
)
|
|
(4,844
|
)
|
|||
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
|
—
|
|
|
(16,832
|
)
|
|
—
|
|
|||
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
|
(10,618
|
)
|
|
8,784
|
|
|
(6,593
|
)
|
|||
Change in capital expenditures financed through retention payable at period end
|
(946
|
)
|
|
(2,912
|
)
|
|
(159
|
)
|
|
Number of Properties
|
|
Rentable Square Feet
|
||
Office properties
|
86
|
|
|
15,450,417
|
|
Mixed-use properties
|
4
|
|
|
659,625
|
|
Core Properties
|
90
|
|
|
16,110,042
|
|
Development property
|
1
|
|
|
204,108
|
|
Redevelopment properties
|
4
|
|
|
397,237
|
|
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
|
|
|
Twelve months ended December 31, 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, December 31, 2018
|
3,200,850
|
|
|
(538
|
)
|
|
3,200,312
|
|
Cumulative earnings, December 31, 2018
|
796,513
|
|
|
(20,888
|
)
|
|
775,625
|
|
Noncontrolling interests, December 31, 2018
|
12,320
|
|
|
(119
|
)
|
|
12,201
|
|
|
|
|
|
|
|
|||
Brandywine Operating Partnership
|
|
|
|
|
|
|||
Statement of Partners' Equity:
|
|
|
|
|
|
|||
Partner Capital, beginning of period
|
1,815,411
|
|
|
(19,727
|
)
|
|
1,795,684
|
|
Partner Capital, December 31, 2018
|
1,813,136
|
|
|
(21,545
|
)
|
|
1,791,591
|
|
|
Twelve months ended December 31, 2017
|
|||||||
Brandywine Realty Trust
|
As previously reported
|
|
Adjustments
|
|
As adjusted
|
|||
Statement of Beneficiaries' Equity:
|
|
|||||||
Additional paid-in capital, beginning of period
|
3,258,870
|
|
|
(484
|
)
|
|
3,258,386
|
|
Cumulative earnings, beginning of period
|
539,319
|
|
|
(18,405
|
)
|
|
520,914
|
|
Noncontrolling interest, beginning of period
|
17,093
|
|
|
(160
|
)
|
|
16,933
|
|
Additional paid-in capital, December 31, 2017
|
3,218,564
|
|
|
(487
|
)
|
|
3,218,077
|
|
Cumulative earnings, December 31, 2017
|
660,174
|
|
|
(19,081
|
)
|
|
641,093
|
|
Noncontrolling interests, December 31, 2017
|
17,420
|
|
|
(162
|
)
|
|
17,258
|
|
|
|
|
|
|
|
|||
Brandywine Operating Partnership
|
|
|
|
|
|
|||
Statement of Partners' Equity:
|
|
|
|
|
|
|||
Partner Capital, beginning of period
|
1,762,764
|
|
|
(19,049
|
)
|
|
1,743,715
|
|
Partner Capital, December 31, 2017
|
1,815,411
|
|
|
(19,727
|
)
|
|
1,795,684
|
|
|
|
||||||||||||||||||||||||||
|
Philadelphia CBD
|
|
Pennsylvania Suburbs
|
|
Austin, Texas
|
|
Metropolitan Washington, D.C.
|
|
Other
|
|
Corporate (a)
|
|
Total
|
||||||||||||||
Fixed rent
|
$
|
178,481
|
|
|
$
|
125,969
|
|
|
$
|
62,232
|
|
|
$
|
39,420
|
|
|
$
|
7,834
|
|
|
$
|
(2,412
|
)
|
|
$
|
411,524
|
|
Variable rent
|
58,580
|
|
|
14,282
|
|
|
34,748
|
|
|
4,029
|
|
|
3,080
|
|
|
(495
|
)
|
|
114,224
|
|
|||||||
Total lease revenue
|
237,061
|
|
|
140,251
|
|
|
96,980
|
|
|
43,449
|
|
|
10,914
|
|
|
(2,907
|
)
|
|
525,748
|
|
|||||||
Amortization of deferred market rents
|
3,745
|
|
|
(12
|
)
|
|
4,638
|
|
|
—
|
|
|
486
|
|
|
—
|
|
|
8,857
|
|
|||||||
Daily parking & hotel flexible stay
|
18,665
|
|
|
174
|
|
|
165
|
|
|
824
|
|
|
232
|
|
|
—
|
|
|
20,060
|
|
|||||||
Total rents
|
259,471
|
|
|
140,413
|
|
|
101,783
|
|
|
44,273
|
|
|
11,632
|
|
|
(2,907
|
)
|
|
554,665
|
|
|||||||
Third party management fees, labor reimbursement and leasing
|
876
|
|
|
43
|
|
|
1,956
|
|
|
6,922
|
|
|
2,915
|
|
|
6,914
|
|
|
19,626
|
|
|||||||
Other income
|
3,422
|
|
|
628
|
|
|
418
|
|
|
303
|
|
|
11
|
|
|
1,344
|
|
|
6,126
|
|
|||||||
Total revenue
|
$
|
263,769
|
|
|
$
|
141,084
|
|
|
$
|
104,157
|
|
|
$
|
51,498
|
|
|
$
|
14,558
|
|
|
$
|
5,351
|
|
|
$
|
580,417
|
|
(a)
|
Corporate includes intercompany eliminations necessary to reconcile to consolidated Company totals.
|
•
|
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.
|
•
|
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 direct costs for any existing leases.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
489,702
|
|
|
$
|
487,301
|
|
Building and improvements
|
3,049,395
|
|
|
3,048,889
|
|
||
Tenant improvements
|
467,362
|
|
|
415,529
|
|
||
Total
|
$
|
4,006,459
|
|
|
$
|
3,951,719
|
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Development
|
$
|
3,047
|
|
|
$
|
3,185
|
|
|
$
|
4,390
|
|
Redevelopment
|
775
|
|
|
968
|
|
|
319
|
|
|||
Tenant Improvements
|
3,609
|
|
|
2,811
|
|
|
1,354
|
|
|||
Total
|
$
|
7,431
|
|
|
$
|
6,964
|
|
|
$
|
6,063
|
|
|
Quarry Lake II
|
|
Austin Venture Portfolio
|
|
Four Tower Bridge
|
||||||
Acquisition Date
|
12/19/2018
|
|
12/11/2018
|
|
1/5/2018
|
||||||
Building, land and improvements
|
$
|
35,120
|
|
|
$
|
457,390
|
|
|
$
|
20,734
|
|
Intangible assets acquired
|
5,809
|
|
|
76,925
|
|
|
3,144
|
|
|||
Below market lease liabilities assumed
|
(1,524
|
)
|
|
(13,769
|
)
|
|
(182
|
)
|
|||
Deferred gain (a)
|
—
|
|
|
14,594
|
|
|
—
|
|
|||
Total unencumbered acquisition value
|
$
|
39,405
|
|
|
$
|
535,140
|
|
|
$
|
23,696
|
|
Mortgage debt assumed - at fair value (b)
|
—
|
|
|
—
|
|
|
(9,940
|
)
|
|||
Total encumbered acquisition value
|
$
|
39,405
|
|
|
$
|
535,140
|
|
|
$
|
13,756
|
|
|
|
|
|
|
|
||||||
Total unencumbered acquisition value
|
39,405
|
|
|
535,140
|
|
|
23,696
|
|
|||
Mortgage debt assumed - at fair value (b)
|
—
|
|
|
—
|
|
|
(9,940
|
)
|
|||
Mortgage debt repaid at settlement (c)
|
—
|
|
|
(115,461
|
)
|
|
—
|
|
|||
Investment in unconsolidated real estate ventures
|
—
|
|
|
(14,594
|
)
|
|
(3,502
|
)
|
|||
Gain on promoted interest in unconsolidated real estate venture
|
—
|
|
|
(28,283
|
)
|
|
—
|
|
|||
Gain on real estate venture transactions
|
—
|
|
|
(103,847
|
)
|
|
(11,633
|
)
|
|||
Purchase price reduction for note receivable (d)
|
—
|
|
|
(130,742
|
)
|
|
—
|
|
|||
Net working capital assumed
|
(368
|
)
|
|
(24,865
|
)
|
|
1,379
|
|
|||
Total cash payment at settlement
|
$
|
39,037
|
|
|
$
|
117,348
|
|
|
$
|
—
|
|
Weighted average amortization period of intangible assets
|
0
|
|
|
5.5 years
|
|
|
4.1 years
|
|
|||
Weighted average amortization period of below market liabilities assumed
|
3.0 years
|
|
|
4.6 years
|
|
|
4.8 years
|
|
(a)
|
Represents a deferred gain recognized at settlement, which resulted in a reduction of the acquisition value.
|
(b)
|
The outstanding principal balance on mortgage debt for Four Tower Bridge, assumed on January 5, 2018, was $9.7 million.
|
(c)
|
On December 11, 2018, the Company assumed $115.5 million of mortgage debt which was repaid in full at settlement.
|
(d)
|
Represents a note receivable due from the DRA Austin Venture that represents a purchase price reduction.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Pro forma revenue
|
$
|
602,713
|
|
|
$
|
582,244
|
|
Pro forma net income
|
134,142
|
|
|
115,475
|
|
||
Pro forma net income available to common shareholders
|
134,142
|
|
|
115,475
|
|
|
October 13, 2017
|
||
Building and improvements
|
$
|
30,583
|
|
Construction-in-progress
|
672
|
|
|
Intangible assets acquired (a)
|
10,575
|
|
|
Below market lease liabilities assumed (b)
|
(4,055
|
)
|
|
|
$
|
37,775
|
|
(a)
|
Weighted average amortization period of 7.9 years.
|
(b)
|
Weighted average amortization period of 7.0 years.
|
|
July 28, 2017
|
||
Building, land and improvements
|
$
|
32,004
|
|
Intangible assets acquired (a)
|
2,562
|
|
|
Below market lease liabilities assumed (b)
|
(1,818
|
)
|
|
|
$
|
32,748
|
|
(a)
|
Weighted average amortization period of 5.9 years.
|
(b)
|
Weighted average amortization period of 6.0 years.
|
Property/Portfolio Name
|
|
Disposition Date
|
|
Location
|
|
Property Type
|
|
Rentable Square Feet/ Acres
|
|
Sales Price
|
|
Gain/(Loss) on Sale (a)
|
|||||
1900 Gallows Rd
|
|
September 11, 2019
|
|
Vienna, VA
|
|
Office
|
|
210,632
|
|
|
$
|
36,400
|
|
|
$
|
(367
|
)
|
9 Presidential Boulevard
|
|
March 15, 2019
|
|
Bala Cynwyd, PA
|
|
Land
|
|
2.7 Acres
|
|
|
5,325
|
|
|
751
|
|
||
Subaru National Training Center (b)
|
|
December 21, 2018
|
|
Camden, NJ
|
|
Mixed-use
|
|
83,000
|
|
|
45,300
|
|
|
2,570
|
|
||
Rockpoint Portfolio (c)
|
|
December 20, 2018
|
|
Herndon, VA
|
|
Office
|
|
1,293,197
|
|
|
312,000
|
|
|
397
|
|
||
20 East Clementon Road
|
|
June 21, 2018
|
|
Gibbsboro, NJ
|
|
Office
|
|
38,260
|
|
|
2,000
|
|
|
(35
|
)
|
||
Garza Ranch - Office (d)
|
|
March 16, 2018
|
|
Austin, TX
|
|
Land
|
|
6.6 acres
|
|
|
14,571
|
|
|
1,515
|
|
||
Westpark Land
|
|
January 10, 2018
|
|
Durham, NC
|
|
Land
|
|
13.1 acres
|
|
|
485
|
|
|
22
|
|
||
11, 14, 15, 17 and 18 Campus Boulevard (Newtown Square)
|
|
November 22, 2017
|
|
Newtown Square, PA
|
|
Office
|
|
252,802
|
|
|
42,000
|
|
|
19,642
|
|
||
630 Allendale Road
|
|
October 31, 2017
|
|
King of Prussia, PA
|
|
Office
|
|
150,000
|
|
|
17,500
|
|
|
3,605
|
|
||
50 E. Swedesford Square
|
|
September 13, 2017
|
|
Malvern, PA
|
|
Land
|
|
12.0 acres
|
|
|
7,200
|
|
|
882
|
|
||
Bishop's Gate
|
|
July 18, 2017
|
|
Mount Laurel, NJ
|
|
Land
|
|
49.5 acres
|
|
|
6,000
|
|
|
71
|
|
||
Two, Four A, Four B and Five Eves Drive (Evesham Corporate Center) (e)
|
|
June 27, 2017
|
|
Marlton, NJ
|
|
Office
|
|
134,794
|
|
|
9,700
|
|
|
(325
|
)
|
||
7000 Midlantic Drive
|
|
June 12, 2017
|
|
Mount Laurel, NJ
|
|
Retail
|
|
10,784
|
|
|
8,200
|
|
|
1,413
|
|
||
Garza Ranch - Multi-family (d)
|
|
April 28, 2017
|
|
Austin, TX
|
|
Land
|
|
8.4 acres
|
|
|
11,800
|
|
|
1,311
|
|
||
200, 210 & 220 Lake Drive East (Woodland Falls)
|
|
March 30, 2017
|
|
Cherry Hill, NJ
|
|
Office
|
|
215,465
|
|
|
19,000
|
|
|
(249
|
)
|
||
Philadelphia Marine Center (Marine Piers) (f)
|
|
March 15, 2017
|
|
Philadelphia, PA
|
|
Mixed-use
|
|
181,900
|
|
|
21,400
|
|
|
6,498
|
|
||
11700, 11710, 11720 & 11740 Beltsville Drive (Calverton) (g)
|
|
March 13, 2017
|
|
Beltsville, MD
|
|
Office
|
|
313,810
|
|
|
9,000
|
|
|
—
|
|
||
Gateway Land - Site C
|
|
February 15, 2017
|
|
Richmond, VA
|
|
Land
|
|
4.8 acres
|
|
|
1,100
|
|
|
—
|
|
||
1200 & 1220 Concord Avenue (Concord Airport Plaza)
|
|
February 2, 2017
|
|
Concord, CA
|
|
Office
|
|
350,256
|
|
|
33,100
|
|
|
551
|
|
||
Garza Ranch - Hotel (d)
|
|
January 30, 2017
|
|
Austin, TX
|
|
Land
|
|
1.7 acres
|
|
|
3,500
|
|
|
192
|
|
(a)
|
Gain/(Loss) on Sale is net of closing and other transaction related costs.
|
(b)
|
During the third quarter of 2018, the tenant, Subaru, exercised its purchase option for the Subaru National Training Center Development. The lease with Subaru was classified as a direct finance lease within "Other assets" on the consolidated balance sheets. In connection with the lease, the Company recognized $1.6 million in interest income during the twelve months ended December 31, 2018, in accordance with accounting guidance for direct finance leases under ASC 840.
|
(c)
|
For information related to this transaction, see the “Herndon Innovation Center Metro Portfolio Venture, LLC” section in Note 4, “Investment in Unconsolidated Real Estate Ventures.”
|
(d)
|
The Company had continuing involvement in these properties through a completion guaranty, which required the Company, as developer, to complete certain infrastructure improvements on behalf of the buyers of the land parcels. The Company recorded the cash received at settlement as “Deferred income, gains and rent” on the consolidated balance sheet. The Company subsequently recognized the land sales and the $3.0 million gain on sale during the twelve months ended December 31, 2018 upon substantial completion of the infrastructure improvements and transfer of control to the buyer.
|
(e)
|
As of March 31, 2017, the Company evaluated the recoverability of the carrying value of its properties that triggered assessment under the undiscounted cash flow model. Based on the Company’s evaluation, it was determined that due to the reduction in the Company’s intended hold period of four properties located in the Other segment, the Company would not recover the carrying values of these properties. Accordingly, the Company recorded impairment charges on these properties of $1.0 million at March 31, 2017, which reduced the aggregate carrying values of the properties from $10.2 million to their estimated fair value of $9.2 million. The Company measured these impairments based on a discounted cash flow analysis, using a hold period of 10 years and residual capitalization rates and discount rates of 9.00% and 9.25%, respectively. The results were comparable to indicative pricing in the market. The assumptions used to determine fair value under the income approach are Level 3 inputs in accordance with the fair value hierarchy. The loss on sale in the table above represents additional closing costs.
|
(f)
|
On the closing date, the buyer paid $12.0 million in cash and the Company received cash proceeds of $11.2 million, after closing costs and prorations. The $9.4 million balance of the purchase price was due on (a) January 31, 2020, in the event that the tenant at the Marine Piers does not exercise an option it holds to extend the term of the sublease or (b) January 15, 2024, in the event that the tenant does exercise the option to extend the term of the sublease. The Company determined that it was appropriate to recognize the sale of the sublease interest in the Marine Piers and to defer the remaining $9.4 million balance due under the purchase and sale agreement until collectability can be determined. During the first quarter of 2019, the tenant at the Marine Piers exercised its option to extend the term of its sublease. As a result, the $9.4 million balance of the purchase price is due on January 15, 2024, and the Company will recognize the additional gain on sale when the gain is realized or realizable.
|
(g)
|
During the twelve months ended 2017, there was a price reduction of $1.7 million under the agreement of sale and additional impairment of $1.7 million was recognized.
|
|
Ownership Percentage (a)
|
|
Carrying Amount
|
|
Company's Share of Real Estate Venture Income (Loss)
|
|
Real Estate Venture Debt at 100%, gross
|
||||||||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Office Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Brandywine - AI Venture LLC
|
50%
|
|
$
|
10,116
|
|
|
$
|
11,731
|
|
|
$
|
(2,800
|
)
|
|
$
|
(14,559
|
)
|
|
$
|
—
|
|
|
$
|
26,111
|
|
Herndon Innovation Center Metro Portfolio Venture, LLC
|
15%
|
|
16,446
|
|
|
47,834
|
|
|
(498
|
)
|
|
83
|
|
|
207,302
|
|
|
—
|
|
||||||
MAP Venture
|
50%
|
|
(70
|
)
|
|
11,173
|
|
|
(6,102
|
)
|
|
(2,155
|
)
|
|
185,000
|
|
|
185,000
|
|
||||||
PJP VII
|
25% (b)
|
|
—
|
|
|
1,100
|
|
|
190
|
|
|
157
|
|
|
—
|
|
|
3,777
|
|
||||||
PJP II
|
30% (b)
|
|
—
|
|
|
663
|
|
|
81
|
|
|
179
|
|
|
—
|
|
|
2,214
|
|
||||||
PJP VI
|
25% (b)
|
|
—
|
|
|
125
|
|
|
(185
|
)
|
|
71
|
|
|
—
|
|
|
7,069
|
|
||||||
Austin Venture
|
50% (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,687
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1919 Venture
|
50%
|
|
17,524
|
|
|
19,897
|
|
|
328
|
|
|
253
|
|
|
88,860
|
|
|
88,860
|
|
||||||
evo at Cira Centre South Venture
|
50%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(358
|
)
|
|
—
|
|
|
—
|
|
||||||
Development Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
4040 Wilson Venture (d)
|
50%
|
|
37,002
|
|
|
37,371
|
|
|
(368
|
)
|
|
(192
|
)
|
|
114,845
|
|
|
57,288
|
|
||||||
JBG - 51 N Street (d)
|
70%
|
|
21,531
|
|
|
21,368
|
|
|
(313
|
)
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
||||||
JBG - 1250 First Street Office (d)
|
70%
|
|
17,745
|
|
|
17,838
|
|
|
(255
|
)
|
|
(260
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
$
|
120,294
|
|
|
$
|
169,100
|
|
|
$
|
(9,922
|
)
|
|
$
|
(15,231
|
)
|
|
$
|
596,007
|
|
|
$
|
370,319
|
|
(a)
|
Ownership percentage represents the Company’s entitlement to residual distributions after payments of priority returns, where applicable.
|
(b)
|
On October 29, 2019. The Company sold its interest in PJP II, PJP VI and PJP VII. See "PJP Ventures" section below for more information on the disposal.
|
(c)
|
The Company’s purchased its partner’s entire 50% interest in this venture on December 11, 2018. Refer to the "Austin Venture" section below for more information.
|
(d)
|
This entity is a VIE.
|
|
December 31, 2019
|
|||||||||||
|
MAP Venture
|
|
Brandywine-AI Venture LLC
|
|
Other
|
|
Total
|
|||||
Net property
|
192,582
|
|
|
24,651
|
|
|
617,134
|
|
|
$
|
834,367
|
|
Other assets (a)
|
256,453
|
|
|
3,000
|
|
|
82,549
|
|
|
342,002
|
|
|
Other liabilities (a)
|
266,200
|
|
|
824
|
|
|
23,047
|
|
|
290,071
|
|
|
Debt, net (b)
|
181,525
|
|
|
—
|
|
|
403,543
|
|
|
585,068
|
|
|
Equity (c)
|
1,310
|
|
|
26,827
|
|
|
273,093
|
|
|
301,230
|
|
|
December 31, 2018
|
||||||||||
|
MAP Venture
|
|
Brandywine-AI Venture LLC
|
|
Other
|
|
Total
|
||||
Net property
|
198,043
|
|
|
47,043
|
|
|
590,897
|
|
|
835,983
|
|
Other assets (a)
|
65,465
|
|
|
11,206
|
|
|
82,828
|
|
|
159,499
|
|
Other liabilities (a)
|
59,348
|
|
|
2,002
|
|
|
24,331
|
|
|
85,681
|
|
Debt, net (b)
|
180,555
|
|
|
26,020
|
|
|
159,132
|
|
|
365,707
|
|
Equity (c)
|
23,605
|
|
|
30,227
|
|
|
490,262
|
|
|
544,094
|
|
(a)
|
The increase is primarily 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 primarily due to third-party debt financing received by Herndon Innovation Center Venture during 2019. See “Herndon Innovation Center Metro Portfolio Venture” section below for further information.
|
(c)
|
This amount does not include 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.
|
|
Year Ended December 31, 2019
|
||||||||||||||
|
MAP Venture
|
|
Brandywine-AI Venture LLC
|
|
Other
|
|
Total
|
||||||||
Revenue
|
$
|
70,366
|
|
|
$
|
6,022
|
|
|
$
|
55,970
|
|
|
$
|
132,358
|
|
Operating expenses
|
(47,362
|
)
|
|
(2,912
|
)
|
|
(21,510
|
)
|
|
(71,784
|
)
|
||||
Provision for impairment
|
—
|
|
|
(5,664
|
)
|
|
—
|
|
|
(5,664
|
)
|
||||
Interest expense, net
|
(9,752
|
)
|
|
(698
|
)
|
|
(11,458
|
)
|
|
(21,908
|
)
|
||||
Depreciation and amortization
|
(25,413
|
)
|
|
(2,514
|
)
|
|
(25,404
|
)
|
|
(53,331
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(1,231
|
)
|
|
(1,231
|
)
|
||||
Net loss
|
$
|
(12,161
|
)
|
|
$
|
(5,766
|
)
|
|
$
|
(3,633
|
)
|
|
$
|
(21,560
|
)
|
Ownership interest %
|
50
|
%
|
|
50
|
%
|
|
Various
|
|
|
Various
|
|
||||
Company's share of net loss
|
$
|
(6,081
|
)
|
|
$
|
(2,883
|
)
|
|
$
|
(901
|
)
|
|
$
|
(9,865
|
)
|
Basis adjustments and other
|
(21
|
)
|
|
83
|
|
|
(119
|
)
|
|
(57
|
)
|
||||
Equity in loss of Real Estate Ventures
|
$
|
(6,102
|
)
|
|
$
|
(2,800
|
)
|
|
$
|
(1,020
|
)
|
|
$
|
(9,922
|
)
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
MAP Venture
|
|
Austin Venture
|
|
Brandywine-AI Venture LLC
|
|
evo at Cira Centre South
|
|
Other
|
|
Total
|
||||||||||||
Revenue
|
$
|
68,622
|
|
|
$
|
53,476
|
|
|
$
|
23,515
|
|
|
$
|
163
|
|
|
$
|
19,550
|
|
|
$
|
165,326
|
|
Operating expenses
|
(41,056
|
)
|
|
(22,994
|
)
|
|
(10,483
|
)
|
|
(256
|
)
|
|
(7,246
|
)
|
|
(82,035
|
)
|
||||||
Interest expense, net
|
(12,690
|
)
|
|
(9,083
|
)
|
|
(3,478
|
)
|
|
(123
|
)
|
|
(4,400
|
)
|
|
(29,774
|
)
|
||||||
Depreciation and amortization
|
(18,891
|
)
|
|
(19,226
|
)
|
|
(8,991
|
)
|
|
(409
|
)
|
|
(6,309
|
)
|
|
(53,826
|
)
|
||||||
Provision for impairment
|
—
|
|
|
—
|
|
|
(20,832
|
)
|
|
—
|
|
|
—
|
|
|
(20,832
|
)
|
||||||
Loss on extinguishment of debt
|
(334
|
)
|
|
(356
|
)
|
|
(695
|
)
|
|
—
|
|
|
—
|
|
|
(1,385
|
)
|
||||||
Net income (loss)
|
$
|
(4,349
|
)
|
|
$
|
1,817
|
|
|
$
|
(20,964
|
)
|
|
$
|
(625
|
)
|
|
$
|
1,595
|
|
|
$
|
(22,526
|
)
|
Ownership interest %
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
|
Various
|
|
|
Various
|
|
||||||
Company's share of net income (loss)
|
$
|
(2,175
|
)
|
|
$
|
909
|
|
|
$
|
(10,482
|
)
|
|
$
|
(313
|
)
|
|
$
|
137
|
|
|
$
|
(11,924
|
)
|
Other than temporary impairment
|
—
|
|
|
—
|
|
|
(4,076
|
)
|
|
—
|
|
|
—
|
|
|
(4,076
|
)
|
||||||
Basis adjustments and other
|
20
|
|
|
778
|
|
|
(1
|
)
|
|
(45
|
)
|
|
17
|
|
|
769
|
|
||||||
Equity in income (loss) of Real Estate Ventures
|
$
|
(2,155
|
)
|
|
$
|
1,687
|
|
|
$
|
(14,559
|
)
|
|
$
|
(358
|
)
|
|
$
|
154
|
|
|
$
|
(15,231
|
)
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
MAP Venture
|
|
Austin Venture
|
|
Brandywine-AI Venture LLC
|
|
evo at Cira Centre South
|
|
Other
|
|
Total
|
||||||||||||
Revenue
|
$
|
68,573
|
|
|
$
|
85,500
|
|
|
$
|
29,500
|
|
|
$
|
12,285
|
|
|
$
|
20,413
|
|
|
$
|
216,271
|
|
Operating expenses
|
(40,035
|
)
|
|
(35,997
|
)
|
|
(12,298
|
)
|
|
(3,075
|
)
|
|
(7,935
|
)
|
|
(99,340
|
)
|
||||||
Interest expense, net
|
(13,677
|
)
|
|
(13,985
|
)
|
|
(4,707
|
)
|
|
(4,092
|
)
|
|
(3,752
|
)
|
|
(40,213
|
)
|
||||||
Depreciation and amortization
|
(21,202
|
)
|
|
(34,026
|
)
|
|
(11,428
|
)
|
|
(4,512
|
)
|
|
(7,272
|
)
|
|
(78,440
|
)
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
(2,613
|
)
|
|
(811
|
)
|
|
—
|
|
|
—
|
|
|
(3,424
|
)
|
||||||
Net income (loss)
|
$
|
(6,341
|
)
|
|
$
|
(1,121
|
)
|
|
$
|
256
|
|
|
$
|
606
|
|
|
$
|
1,454
|
|
|
$
|
(5,146
|
)
|
Ownership interest %
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
|
Various
|
|
|
|
|||||||
Company's share of net income (loss)
|
$
|
(3,171
|
)
|
|
$
|
(560
|
)
|
|
$
|
128
|
|
|
$
|
303
|
|
|
$
|
1,436
|
|
|
$
|
(1,864
|
)
|
Other than temporary impairment
|
—
|
|
|
—
|
|
|
(4,844
|
)
|
|
—
|
|
|
—
|
|
|
(4,844
|
)
|
||||||
Basis adjustments and other
|
(272
|
)
|
|
(429
|
)
|
|
251
|
|
|
146
|
|
|
(1,294
|
)
|
|
(1,598
|
)
|
||||||
Equity in income (loss) of Real Estate Ventures
|
$
|
(3,443
|
)
|
|
$
|
(989
|
)
|
|
$
|
(4,465
|
)
|
|
$
|
449
|
|
|
$
|
142
|
|
|
$
|
(8,306
|
)
|
2020
|
$
|
—
|
|
2021
|
114,845
|
|
|
2022
|
—
|
|
|
2023
|
273,860
|
|
|
2024
|
207,302
|
|
|
Thereafter
|
—
|
|
|
Total principal payments
|
596,007
|
|
|
Net deferred financing costs
|
(10,939
|
)
|
|
Outstanding indebtedness
|
$
|
585,068
|
|
|
October 18, 2017
|
||
Gross sales price
|
$
|
333,250
|
|
Debt principal
|
(150,968
|
)
|
|
Debt prepayment penalties
|
(2,120
|
)
|
|
Closing costs and net prorations
|
(7,420
|
)
|
|
Cash to Austin Venture
|
$
|
172,742
|
|
Company's ownership interest
|
50
|
%
|
|
Cash to the Company
|
$
|
86,371
|
|
|
|
||
Cash to Austin Venture
|
$
|
172,742
|
|
Austin Venture basis of sold properties
|
(92,559
|
)
|
|
Austin Venture gain on sale
|
$
|
80,183
|
|
Company's ownership interest
|
50
|
%
|
|
Company's share of gain
|
$
|
40,092
|
|
|
|
||
Company's share of gain
|
$
|
40,092
|
|
Deferred gain from partial sale
|
12,072
|
|
|
Gain on real estate venture transactions
|
$
|
52,164
|
|
Year
|
|
Minimum Rent
|
||
2020
|
|
$
|
389,956
|
|
2021
|
|
369,375
|
|
|
2022
|
|
338,435
|
|
|
2023
|
|
311,729
|
|
|
2024
|
|
280,631
|
|
|
Thereafter
|
|
1,234,006
|
|
Year
|
|
Minimum Rent
|
|
2019
|
|
392,058
|
|
2020
|
|
372,619
|
|
2021
|
|
349,160
|
|
2022
|
|
304,445
|
|
2023
|
|
277,388
|
|
Thereafter
|
|
1,265,810
|
|
|
|
Twelve Months Ended December 31,
|
||
Lease Cost
|
|
2019
|
||
Fixed lease cost
|
|
$
|
2,100
|
|
Variable lease cost
|
|
54
|
|
|
Total
|
|
$
|
2,154
|
|
|
|
|
||
Weighted-average remaining lease term (years)
|
|
52.7
|
|
|
Weighted-average discount rate
|
|
6.3
|
%
|
Year
|
|
Minimum Rent
|
||
2020
|
|
$
|
1,217
|
|
2021
|
|
1,232
|
|
|
2022
|
|
1,248
|
|
|
2023
|
|
1,263
|
|
|
2024
|
|
1,305
|
|
|
Thereafter
|
|
110,452
|
|
|
Total lease payments
|
|
$
|
116,717
|
|
Less: Imputed interest
|
|
94,163
|
|
|
Present value of operating lease liabilities
|
|
$
|
22,554
|
|
Year
|
|
Minimum Rent
|
||
2019
|
|
$
|
1,222
|
|
2020
|
|
1,222
|
|
|
2021
|
|
1,222
|
|
|
2022
|
|
1,222
|
|
|
2023
|
|
1,222
|
|
|
Thereafter
|
|
55,689
|
|
|
Total
|
|
$
|
61,799
|
|
|
December 31, 2019
|
||||||||||
|
Total Cost
|
|
Accumulated Amortization
|
|
Deferred Costs, net
|
||||||
Leasing costs
|
$
|
156,619
|
|
|
$
|
(63,257
|
)
|
|
$
|
93,362
|
|
Financing costs - Revolving Credit Facility
|
6,299
|
|
|
(4,101
|
)
|
|
2,198
|
|
|||
Total
|
$
|
162,918
|
|
|
$
|
(67,358
|
)
|
|
$
|
95,560
|
|
|
December 31, 2018
|
||||||||||
|
Total Cost
|
|
Accumulated Amortization
|
|
Deferred Costs, net
|
||||||
Leasing costs
|
$
|
144,831
|
|
|
$
|
(56,846
|
)
|
|
$
|
87,985
|
|
Financing costs - Revolving Credit Facility
|
6,298
|
|
|
(3,208
|
)
|
|
3,090
|
|
|||
Total
|
$
|
151,129
|
|
|
$
|
(60,054
|
)
|
|
$
|
91,075
|
|
|
December 31, 2019
|
||||||||||
|
Total Cost
|
|
Accumulated Amortization
|
|
Intangible Assets, net
|
||||||
Intangible assets, net:
|
|
|
|
|
|
||||||
In-place lease value
|
$
|
167,357
|
|
|
$
|
(84,123
|
)
|
|
$
|
83,234
|
|
Tenant relationship value
|
5,268
|
|
|
(4,815
|
)
|
|
453
|
|
|||
Above market leases acquired
|
4,956
|
|
|
(3,792
|
)
|
|
1,164
|
|
|||
Total intangible assets, net
|
$
|
177,581
|
|
|
$
|
(92,730
|
)
|
|
$
|
84,851
|
|
|
|
|
|
|
|
||||||
|
Total Cost
|
|
Accumulated Amortization
|
|
Intangible Liabilities, net
|
||||||
Intangible liabilities, net:
|
|
|
|
|
|
||||||
Below market leases acquired
|
$
|
44,757
|
|
|
$
|
(22,494
|
)
|
|
$
|
22,263
|
|
|
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
|
||||||
Intangible liabilities, net:
|
|
|
|
|
|
||||||
Below market leases acquired
|
$
|
49,655
|
|
|
$
|
(17,872
|
)
|
|
$
|
31,783
|
|
|
Assets
|
|
Liabilities
|
||||
2020
|
$
|
27,813
|
|
|
$
|
5,270
|
|
2021
|
17,887
|
|
|
3,856
|
|
||
2022
|
12,067
|
|
|
2,263
|
|
||
2023
|
9,236
|
|
|
1,722
|
|
||
2024
|
6,317
|
|
|
1,434
|
|
||
Thereafter
|
11,531
|
|
|
7,718
|
|
||
Total
|
$
|
84,851
|
|
|
$
|
22,263
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
Effective
Interest Rate |
|
|
|
Maturity
Date
|
||||
MORTGAGE DEBT:
|
|
|
|
|
|
|
|
|
|
||||
Two Logan Square
|
$
|
81,103
|
|
|
$
|
82,805
|
|
|
3.98%
|
|
|
|
May 2020
|
Four Tower Bridge
|
9,291
|
|
|
9,526
|
|
|
4.50%
|
|
(a)
|
|
February 2021
|
||
One Commerce Square
|
116,571
|
|
|
120,183
|
|
|
3.64%
|
|
|
|
April 2023
|
||
Two Commerce Square
|
108,472
|
|
|
110,518
|
|
|
4.51%
|
|
|
|
April 2023
|
||
Principal balance outstanding
|
315,437
|
|
|
323,032
|
|
|
|
|
|
|
|
||
Plus: fair market value premium (discount), net
|
(1,383
|
)
|
|
(1,759
|
)
|
|
|
|
|
|
|
||
Less: deferred financing costs
|
(242
|
)
|
|
(404
|
)
|
|
|
|
|
|
|
||
Mortgage indebtedness
|
$
|
313,812
|
|
|
$
|
320,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
UNSECURED DEBT
|
|
|
|
|
|
|
|
|
|
||||
$600 million Unsecured Credit Facility
|
$
|
—
|
|
|
$
|
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
|
||
$350.0M 4.10% Guaranteed Notes due 2024
|
350,000
|
|
|
250,000
|
|
|
3.78%
|
|
|
|
October 2024
|
||
$450.0M 3.95% Guaranteed Notes due 2027
|
450,000
|
|
|
450,000
|
|
|
4.03%
|
|
|
|
November 2027
|
||
$350.0M 4.55% Guaranteed Notes due 2029
|
350,000
|
|
|
250,000
|
|
|
4.30%
|
|
|
|
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)
|
25,774
|
|
|
25,774
|
|
|
LIBOR + 1.25%
|
|
|
|
July 2035
|
||
Principal balance outstanding
|
1,828,610
|
|
|
1,721,110
|
|
|
|
|
|
|
|
||
Plus: original issue premium (discount), net
|
12,090
|
|
|
(4,096
|
)
|
|
|
|
|
|
|
||
Less: deferred financing costs
|
(10,094
|
)
|
|
(9,837
|
)
|
|
|
|
|
|
|
||
Total unsecured indebtedness
|
$
|
1,830,606
|
|
|
$
|
1,707,177
|
|
|
|
|
|
|
|
Total Debt Obligations
|
$
|
2,144,418
|
|
|
$
|
2,028,046
|
|
|
|
|
|
|
|
(a)
|
Assumed upon acquisition of the related property on January 5, 2018. The interest rate reflects the market rate at the time of acquisition.
|
2020
|
$
|
87,226
|
|
2021
|
15,143
|
|
|
2022
|
256,332
|
|
|
2023
|
556,736
|
|
|
2024
|
350,000
|
|
|
Thereafter
|
878,610
|
|
|
Total principal payments
|
2,144,047
|
|
|
Net unamortized premiums/(discounts)
|
10,707
|
|
|
Net deferred financing costs
|
(10,336
|
)
|
|
Outstanding indebtedness
|
$
|
2,144,418
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying Amount (a)
|
|
Fair Value
|
|
Carrying Amount (a)
|
|
Fair Value
|
||||||||
Unsecured notes payable
|
|
$
|
1,503,435
|
|
|
$
|
1,591,830
|
|
|
$
|
1,288,024
|
|
|
$
|
1,262,570
|
|
Variable rate debt
|
|
$
|
327,171
|
|
|
$
|
309,947
|
|
|
$
|
419,153
|
|
|
$
|
402,924
|
|
Mortgage notes payable
|
|
$
|
313,812
|
|
|
$
|
317,031
|
|
|
$
|
320,869
|
|
|
$
|
318,515
|
|
Notes receivable
|
|
$
|
44,430
|
|
|
$
|
43,322
|
|
|
$
|
47,771
|
|
|
$
|
47,747
|
|
(a)
|
The carrying amounts presented in the table above are net of deferred financing costs of $8.7 million and $7.9 million for unsecured notes payable, $1.4 million and $2.0 million for variable rate debt and $0.2 million and $0.4 million for mortgage notes payable as of December 31, 2019 and December 31, 2018, respectively.
|
Hedge Product
|
|
Hedge Type
|
|
Designation
|
|
Notional Amount
|
|
Strike
|
|
Trade Date
|
|
Maturity Date
|
|
Fair value
|
|||||||||||||
|
|
|
|
|
|
12/31/2019
|
|
12/31/2018
|
|
|
|
|
|
|
|
12/31/2019
|
|
12/31/2018
|
|||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Swap
|
|
Interest Rate
|
|
Cash Flow
|
(a)
|
$
|
—
|
|
|
$
|
25,774
|
|
|
3.090
|
%
|
|
January 6, 2012
|
|
October 30, 2019
|
|
$
|
—
|
|
|
$
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Swap
|
|
Interest Rate
|
|
Cash Flow
|
(b)
|
$
|
250,000
|
|
|
$
|
250,000
|
|
|
2.868
|
%
|
|
October 8, 2015
|
|
October 8, 2022
|
|
$
|
(562
|
)
|
|
$
|
7,008
|
|
Swap
|
|
Interest Rate
|
|
Cash Flow
|
(b)
|
$
|
25,774
|
|
|
$
|
25,774
|
|
|
3.300
|
%
|
|
December 22, 2011
|
|
January 30, 2021
|
|
(94
|
)
|
|
292
|
|
||
|
|
|
|
|
|
$
|
275,774
|
|
|
$
|
301,548
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
On October 30, 2019, the interest rate hedge contract for this swap expired.
|
(b)
|
Hedging unsecured variable rate debt.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
34,529
|
|
|
$
|
34,529
|
|
|
$
|
135,472
|
|
|
$
|
135,472
|
|
|
$
|
121,177
|
|
|
$
|
121,177
|
|
Net income attributable to noncontrolling interests
|
(262
|
)
|
|
(262
|
)
|
|
(954
|
)
|
|
(954
|
)
|
|
(1,004
|
)
|
|
(1,004
|
)
|
||||||
Nonforfeitable dividends allocated to unvested restricted shareholders
|
(396
|
)
|
|
(396
|
)
|
|
(369
|
)
|
|
(369
|
)
|
|
(327
|
)
|
|
(327
|
)
|
||||||
Distribution to preferred shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,032
|
)
|
|
(2,032
|
)
|
||||||
Preferred share redemption charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,181
|
)
|
|
(3,181
|
)
|
||||||
Net income attributable to common shareholders
|
$
|
33,871
|
|
|
$
|
33,871
|
|
|
$
|
134,149
|
|
|
$
|
134,149
|
|
|
$
|
114,633
|
|
|
$
|
114,633
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average shares outstanding
|
176,132,941
|
|
|
176,132,941
|
|
|
178,519,748
|
|
|
178,519,748
|
|
|
175,484,350
|
|
|
175,484,350
|
|
||||||
Contingent securities/Share based compensation
|
—
|
|
|
553,872
|
|
|
—
|
|
|
1,121,744
|
|
|
—
|
|
|
1,323,816
|
|
||||||
Weighted-average shares outstanding
|
176,132,941
|
|
|
176,686,813
|
|
|
178,519,748
|
|
|
179,641,492
|
|
|
175,484,350
|
|
|
176,808,166
|
|
||||||
Earnings per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income attributable to common shareholders
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.75
|
|
|
$
|
0.75
|
|
|
$
|
0.65
|
|
|
$
|
0.65
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
34,529
|
|
|
$
|
34,529
|
|
|
$
|
135,472
|
|
|
$
|
135,472
|
|
|
$
|
121,177
|
|
|
$
|
121,177
|
|
Net income attributable to noncontrolling interests
|
(69
|
)
|
|
(69
|
)
|
|
(55
|
)
|
|
(55
|
)
|
|
(29
|
)
|
|
(29
|
)
|
||||||
Nonforfeitable dividends allocated to unvested restricted unitholders
|
(396
|
)
|
|
(396
|
)
|
|
(369
|
)
|
|
(369
|
)
|
|
(327
|
)
|
|
(327
|
)
|
||||||
Preferred unit dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,032
|
)
|
|
(2,032
|
)
|
||||||
Preferred unit redemption charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,181
|
)
|
|
(3,181
|
)
|
||||||
Net income attributable to common unitholders
|
$
|
34,064
|
|
|
$
|
34,064
|
|
|
$
|
135,048
|
|
|
$
|
135,048
|
|
|
$
|
115,608
|
|
|
$
|
115,608
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average units outstanding
|
177,114,932
|
|
|
177,114,932
|
|
|
179,959,370
|
|
|
179,959,370
|
|
|
176,964,149
|
|
|
176,964,149
|
|
||||||
Contingent securities/Share based compensation
|
—
|
|
|
553,872
|
|
|
—
|
|
|
1,121,744
|
|
|
—
|
|
|
1,323,816
|
|
||||||
Total weighted-average units outstanding
|
177,114,932
|
|
|
177,668,804
|
|
|
179,959,370
|
|
|
181,081,114
|
|
|
176,964,149
|
|
|
178,287,965
|
|
||||||
Earnings per Common Partnership Unit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income attributable to common unitholders
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.75
|
|
|
$
|
0.75
|
|
|
$
|
0.65
|
|
|
$
|
0.65
|
|
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding at January 1, 2019
|
|
964,359
|
|
|
$
|
9.13
|
|
|
1.3
|
|
|
|
|
Exercised
|
|
(629,798
|
)
|
|
$
|
7.67
|
|
|
|
|
$
|
4,967.7
|
|
Outstanding at December 31, 2019
|
|
334,561
|
|
|
$
|
11.88
|
|
|
1.0
|
|
$
|
1,295.9
|
|
Vested/Exercisable at December 31, 2019
|
|
334,561
|
|
|
$
|
11.88
|
|
|
1.0
|
|
$
|
1,295.9
|
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Non-vested at January 1, 2019
|
|
466,439
|
|
|
$
|
14.93
|
|
|
$
|
70.7
|
|
Granted
|
|
278,442
|
|
|
$
|
15.51
|
|
|
$
|
65.6
|
|
Vested
|
|
(248,607
|
)
|
|
$
|
13.68
|
|
|
$
|
538.3
|
|
Forfeited
|
|
(17,130
|
)
|
|
$
|
15.66
|
|
|
$
|
1.6
|
|
Non-vested at December 31, 2019
|
|
479,144
|
|
|
$
|
15.90
|
|
|
$
|
44.7
|
|
|
|
RPSU Grant
|
|||||||||||||
|
|
3/1/2017
|
|
2/28/2018
|
|
2/21/2019
|
|
|
Total
|
||||||
(Amounts below in shares, unless otherwise noted)
|
|
|
|
|
|
|
|
|
|||||||
Non-vested at January 1, 2019
|
|
169,525
|
|
|
206,025
|
|
|
—
|
|
|
375,550
|
|
|||
Units Granted
|
|
—
|
|
|
—
|
|
|
213,728
|
|
|
213,728
|
|
|||
Units Vested
|
|
(8,420
|
)
|
|
—
|
|
|
—
|
|
|
(8,420
|
)
|
|||
Units Cancelled
|
|
(1,935
|
)
|
|
(15,729
|
)
|
|
(7,659
|
)
|
|
(25,323
|
)
|
|||
Non-vested at December 31, 2019
|
|
159,170
|
|
|
190,296
|
|
|
206,069
|
|
|
555,535
|
|
|||
Measurement Period Commencement Date
|
|
1/1/2017
|
|
|
1/1/2018
|
|
|
1/1/2019
|
|
|
|
||||
Measurement Period End Date
|
|
12/31/2019
|
|
|
12/31/2020
|
|
|
12/31/2021
|
|
|
|
||||
Units Granted
|
|
174,854
|
|
|
209,193
|
|
|
213,728
|
|
|
|
||||
Fair Value of Units on Grant Date (in thousands)
|
|
$
|
3,735
|
|
|
$
|
4,276
|
|
|
$
|
4,627
|
|
|
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||
Common Share Distributions:
|
|
|
|
|
|
|
||||||
Ordinary income
|
|
$
|
0.62
|
|
|
$
|
0.55
|
|
|
$
|
0.38
|
|
Capital gain
|
|
—
|
|
|
—
|
|
|
0.26
|
|
|||
Non-taxable distributions
|
|
0.14
|
|
|
0.17
|
|
|
—
|
|
|||
Distributions per share
|
|
$
|
0.76
|
|
|
$
|
0.72
|
|
|
$
|
0.64
|
|
Percentage classified as ordinary income
|
|
81.00
|
%
|
|
76.20
|
%
|
|
60.00
|
%
|
|||
Percentage classified as capital gain
|
|
—
|
%
|
|
—
|
%
|
|
40.00
|
%
|
|||
Percentage classified as non-taxable distribution
|
|
19.00
|
%
|
|
23.80
|
%
|
|
—
|
%
|
|||
Preferred Share Distributions:
|
|
|
|
|
|
|
||||||
Total distributions paid
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,032
|
|
Percentage classified as ordinary income
|
|
—
|
%
|
|
—
|
%
|
|
60.00
|
%
|
|||
Percentage classified as capital gain
|
|
—
|
%
|
|
—
|
%
|
|
40.00
|
%
|
|||
Percentage classified as non-taxable distribution
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Parent Company
|
|
Cash Flow Hedges
|
||
Balance at January 1, 2017
|
|
$
|
(1,745
|
)
|
Change in fair market value during year
|
|
2,948
|
|
|
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests
|
|
(34
|
)
|
|
Amortization of interest rate contracts reclassified from comprehensive income to interest expense
|
|
1,230
|
|
|
Balance at December 31, 2017
|
|
$
|
2,399
|
|
Change in fair market value during year
|
|
1,478
|
|
|
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests
|
|
(39
|
)
|
|
Amortization of interest rate contracts reclassified from comprehensive income to interest expense
|
|
1,191
|
|
|
Balance at December 31, 2018
|
|
$
|
5,029
|
|
Change in fair market value during year
|
|
(8,210
|
)
|
|
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests
|
|
41
|
|
|
Amortization of interest rate contracts reclassified from comprehensive income to interest expense
|
|
770
|
|
|
Balance at December 31, 2019
|
|
$
|
(2,370
|
)
|
Operating Partnership
|
|
Cash Flow Hedges
|
||
Balance at January 1, 2017
|
|
$
|
(2,122
|
)
|
Change in fair market value during year
|
|
2,948
|
|
|
Amortization of interest rate contracts reclassified from comprehensive income to interest expense
|
|
1,230
|
|
|
Balance at December 31, 2017
|
|
$
|
2,056
|
|
Change in fair market value during year
|
|
1,478
|
|
|
Amortization of interest rate contracts reclassified from comprehensive income to interest expense
|
|
1,191
|
|
|
Balance at December 31, 2018
|
|
$
|
4,725
|
|
Change in fair market value during year
|
|
(8,210
|
)
|
|
Amortization of interest rate contracts reclassified from comprehensive income to interest expense
|
|
770
|
|
|
Balance at December 31, 2019
|
|
$
|
(2,715
|
)
|
Real estate investments, at cost:
|
|
|
|
|
|
|
||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Philadelphia CBD
|
|
$
|
1,726,299
|
|
|
$
|
1,670,388
|
|
|
$
|
1,643,296
|
|
Pennsylvania Suburbs
|
|
1,003,890
|
|
|
1,002,937
|
|
|
957,272
|
|
|||
Austin, Texas (a)
|
|
721,255
|
|
|
667,698
|
|
|
163,653
|
|
|||
Metropolitan Washington, D.C. (b)
|
|
468,035
|
|
|
524,190
|
|
|
978,257
|
|
|||
Other
|
|
86,980
|
|
|
86,506
|
|
|
88,346
|
|
|||
Operating Properties
|
|
$
|
4,006,459
|
|
|
$
|
3,951,719
|
|
|
$
|
3,830,824
|
|
|
|
|
|
|
|
|
||||||
Corporate
|
|
|
|
|
|
|
||||||
Right of use asset - operating leases, net (c)
|
|
$
|
21,656
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Construction-in-progress
|
|
$
|
180,718
|
|
|
$
|
150,263
|
|
|
$
|
121,188
|
|
Land held for development (d)
|
|
$
|
96,124
|
|
|
$
|
86,401
|
|
|
$
|
98,242
|
|
Prepaid leasehold interests in land held for development, net (e)
|
|
$
|
39,592
|
|
|
$
|
39,999
|
|
|
$
|
—
|
|
(a)
|
Refer to Note 3, ''Real Estate Investments,” for details related to the Company's acquisition of DRA Advisors' ownership interest in the Austin Venture in December 2018.
|
(b)
|
Refer to Note 4, ''Investment in Unconsolidated Real Estate Ventures.” for details of the Company's transaction with the Herndon Innovation Center Metro Portfolio Venture, LLC in December 2018.
|
(c)
|
Refer to Note 2, ''Summary of Significant Accounting Policies,” for further information on the impact of adoption of Topic 842.
|
(d)
|
Does not include 35.2 acres, 37.9 acres, and 13.1 acres of land classified as held for sale as of December 31, 2019, 2018, and 2017, respectively. Refer to Note 3, ''Real Estate Investments,” for further information.
|
(e)
|
Includes leasehold interests in prepaid 99-year ground leases at 3025 and 3001-3003 JFK Boulevard, in Philadelphia, Pennsylvania as of December 31, 2019 and December 31, 2018. Refer to Note 3, ''Real Estate Investments,” for further information.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||||
|
|
Total revenue
|
|
Operating expenses (a)
|
|
Net operating income (loss)
|
|
Total revenue
|
|
Operating expenses (a)
|
|
Net operating income (loss)
|
|
Total revenue
|
|
Operating expenses (a)
|
|
Net operating income
|
||||||||||||||||||
Philadelphia CBD
|
|
$
|
263,769
|
|
|
$
|
(100,219
|
)
|
|
$
|
163,550
|
|
|
$
|
256,717
|
|
|
$
|
(99,449
|
)
|
|
$
|
157,268
|
|
|
$
|
226,673
|
|
|
$
|
(88,818
|
)
|
|
$
|
137,855
|
|
Pennsylvania Suburbs
|
|
141,084
|
|
|
(47,418
|
)
|
|
93,666
|
|
|
138,279
|
|
|
(49,433
|
)
|
|
88,846
|
|
|
139,785
|
|
|
(47,845
|
)
|
|
91,940
|
|
|||||||||
Austin, Texas
|
|
104,157
|
|
|
(38,285
|
)
|
|
65,872
|
|
|
38,665
|
|
|
(16,739
|
)
|
|
21,926
|
|
|
34,301
|
|
|
(15,456
|
)
|
|
18,845
|
|
|||||||||
Metropolitan Washington, D.C.
|
|
51,498
|
|
|
(23,455
|
)
|
|
28,043
|
|
|
90,308
|
|
|
(34,072
|
)
|
|
56,236
|
|
|
92,024
|
|
|
(35,014
|
)
|
|
57,010
|
|
|||||||||
Other
|
|
14,558
|
|
|
(9,328
|
)
|
|
5,230
|
|
|
16,757
|
|
|
(11,888
|
)
|
|
4,869
|
|
|
18,347
|
|
|
(11,749
|
)
|
|
6,598
|
|
|||||||||
Corporate
|
|
5,351
|
|
|
(7,141
|
)
|
|
(1,790
|
)
|
|
3,619
|
|
|
(6,518
|
)
|
|
(2,899
|
)
|
|
9,363
|
|
|
(7,193
|
)
|
|
2,170
|
|
|||||||||
Operating properties
|
|
$
|
580,417
|
|
|
$
|
(225,846
|
)
|
|
$
|
354,571
|
|
|
$
|
544,345
|
|
|
$
|
(218,099
|
)
|
|
$
|
326,246
|
|
|
$
|
520,493
|
|
|
$
|
(206,075
|
)
|
|
$
|
314,418
|
|
(a)
|
Includes property operating expense, real estate taxes and third party management expense.
|
(a)
|
Refer to Note 4, ''Investment in Unconsolidated Real Estate Ventures," for details of the Company's transaction with the Herndon Innovation Center Metro Portfolio Venture, LLC in December 2018.
|
(b)
|
Refer to Note 3, ''Real Estate Investments," for details related to the Company's acquisition of DRA Advisors' ownership interest in the Austin Venture in December 2018.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
34,529
|
|
|
$
|
135,472
|
|
|
$
|
121,177
|
|
Plus:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
81,512
|
|
|
78,199
|
|
|
81,886
|
|
|||
Interest expense - amortization of deferred financing costs
|
|
2,768
|
|
|
2,498
|
|
|
2,435
|
|
|||
Depreciation and amortization
|
|
210,005
|
|
|
176,000
|
|
|
180,323
|
|
|||
General and administrative expenses
|
|
32,156
|
|
|
27,802
|
|
|
28,538
|
|
|||
Equity in loss of Real Estate Ventures
|
|
9,922
|
|
|
15,231
|
|
|
8,306
|
|
|||
Provision for impairment
|
|
—
|
|
|
71,707
|
|
|
3,057
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
105
|
|
|
3,933
|
|
|||
Less:
|
|
|
|
|
|
|
||||||
Interest income
|
|
2,318
|
|
|
4,703
|
|
|
1,113
|
|
|||
Income tax (provision) benefit
|
|
(12
|
)
|
|
(423
|
)
|
|
628
|
|
|||
Net gain on disposition of real estate
|
|
356
|
|
|
2,932
|
|
|
32,017
|
|
|||
Net gain on sale of undepreciated real estate
|
|
2,020
|
|
|
3,040
|
|
|
953
|
|
|||
Net gain on real estate venture transactions
|
|
11,639
|
|
|
142,233
|
|
|
80,526
|
|
|||
Gain on promoted interest in unconsolidated real estate venture
|
|
—
|
|
|
28,283
|
|
|
—
|
|
|||
Consolidated net operating income
|
|
$
|
354,571
|
|
|
$
|
326,246
|
|
|
$
|
314,418
|
|
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
|
|
4th
Quarter
|
|
|
||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
143,896
|
|
|
$
|
144,151
|
|
|
$
|
145,331
|
|
|
|
|
$
|
147,039
|
|
|
|
Net income
|
|
4,583
|
|
|
6,252
|
|
|
6,820
|
|
|
|
|
16,874
|
|
|
(d)
|
||||
Net income allocated to Common Shares
|
|
4,404
|
|
|
6,112
|
|
|
6,679
|
|
|
|
|
16,676
|
|
|
|
||||
Basic earnings per Common Share
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
|
|
$
|
0.09
|
|
|
|
Diluted earnings per Common Share
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
|
|
$
|
0.09
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
136,358
|
|
|
$
|
133,786
|
|
|
$
|
134,998
|
|
|
|
|
$
|
139,203
|
|
|
(b)
|
Net income (loss)
|
|
44,445
|
|
|
12,876
|
|
|
(43,522
|
)
|
|
(a)
|
|
121,673
|
|
|
(c)
|
||||
Net income (loss) allocated to Common Shares
|
|
43,956
|
|
|
12,661
|
|
|
(43,260
|
)
|
|
|
|
120,792
|
|
|
|
||||
Basic earnings (loss) per Common Share
|
|
$
|
0.25
|
|
|
$
|
0.07
|
|
|
$
|
(0.24
|
)
|
|
|
|
$
|
0.68
|
|
|
|
Diluted earnings (loss) per Common Share
|
|
$
|
0.24
|
|
|
$
|
0.07
|
|
|
$
|
(0.24
|
)
|
|
|
|
$
|
0.67
|
|
|
|
(a)
|
Driven by a $56.9 million impairment charge related to eight office properties in the Company’s Metropolitan Washington, D.C. segment. See Note 3, ''Real Estate Investments,” for further information.
|
(b)
|
The increase in fourth quarter revenues primarily relates to the acquisition of the Austin Portfolio, located in Austin, Texas, on December 11, 2018. See Note 3, ''Real Estate Investments,” for further information on this transaction.
|
(c)
|
Increase primarily relates to gains of $103.8 million and $28.3 million, recorded in the “Net gain on real estate venture transactions” and “Gain on promoted interest in unconsolidated real estate venture” captions within the Company’s consolidated statements of operations, respectively, from the Austin Portfolio transaction. For further details, see Note 3, ''Real Estate Investments."
|
(d)
|
Increase primarily related to a gain of $8.0 million recorded in the "Net gains on real estate venture transactions" within the Company's consolidated statement of operations from the sale of three PJP Ventures properties. For further details, see Note 4, "Investment in Unconsolidated Joint Ventures."
|
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
|
|
4th
Quarter
|
|
|
||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
143,896
|
|
|
$
|
144,151
|
|
|
$
|
145,331
|
|
|
|
|
$
|
147,039
|
|
|
|
Net income
|
|
4,583
|
|
|
6,252
|
|
|
6,820
|
|
|
|
|
16,874
|
|
|
(d)
|
||||
Net income attributable to Common Partnership Unitholders
|
|
4,430
|
|
|
6,146
|
|
|
6,716
|
|
|
|
|
16,772
|
|
|
|
||||
Basic earnings per Common Partnership Unit
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
|
|
$
|
0.09
|
|
|
|
Diluted earnings per Common Partnership Unit
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
|
|
$
|
0.09
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
136,358
|
|
|
$
|
133,786
|
|
|
$
|
134,998
|
|
|
|
|
$
|
139,203
|
|
|
(b)
|
Net income (loss)
|
|
44,445
|
|
|
12,876
|
|
|
(43,522
|
)
|
|
(a)
|
|
121,673
|
|
|
(c)
|
||||
Net income (loss) attributable to Common Partnership Unitholders
|
|
44,326
|
|
|
12,769
|
|
|
(43,622
|
)
|
|
|
|
121,575
|
|
|
|
||||
Basic earnings (loss) per Common Partnership Unit
|
|
$
|
0.25
|
|
|
$
|
0.07
|
|
|
$
|
(0.24
|
)
|
|
|
|
$
|
0.68
|
|
|
|
Diluted earnings (loss) per Common Partnership Unit
|
|
$
|
0.24
|
|
|
$
|
0.07
|
|
|
$
|
(0.24
|
)
|
|
|
|
$
|
0.67
|
|
|
|
(a)
|
Driven by a $56.9 million impairment charge related to eight office properties in the Company’s Metropolitan Washington, D.C. segment. See Note 3, ''Real Estate Investments,” for further information.
|
(b)
|
The increase in fourth quarter revenues primarily relates to the acquisition of the Austin Portfolio, located in Austin, Texas, on December 11, 2018. See Note 3, ''Real Estate Investments,” for further information on this transaction.
|
(c)
|
Increase primarily relates to gains of $103.8 million and $28.3 million, recorded in the “Net gain on real estate venture transactions” and “Gain on promoted interest in unconsolidated real estate venture” captions within the Company’s consolidated statements of operations, respectively, from the Austin Portfolio transaction. For further details, see Note 3, ''Real Estate Investments."
|
(d)
|
Increase primarily related to a gain of $8.0 million recorded in the "Net gains on real estate venture transactions" within the Company's consolidated statement of operations from the sale of three PJP Ventures properties. For further details, see Note 4, "Investment in Unconsolidated Joint Ventures."
|
Description
|
|
Balance at Beginning of Year
|
|
Additions
|
|
Deductions (1)
|
|
Balance at End of Year
|
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2019
|
|
$
|
12,919
|
|
|
$
|
—
|
|
|
$
|
4,944
|
|
|
$
|
7,975
|
|
December 31, 2018
|
|
$
|
17,112
|
|
|
$
|
1,775
|
|
|
$
|
5,968
|
|
|
$
|
12,919
|
|
December 31, 2017
|
|
$
|
16,116
|
|
|
$
|
1,912
|
|
|
$
|
916
|
|
|
$
|
17,112
|
|
(1)
|
Deductions represent amounts that the Company had fully reserved for in prior years and were subsequently deemed uncollectible. Deductions also represent reversals of the accrued rent receivable allowance as a result of the Company's ongoing assessment of its general accrued rent receivable reserve.
|
|
|
|
|
|
|
|
|
Initial Cost
|
|
Gross Amount Which Carried
December 31, 2019 |
|
|
|
|
|
|
||||||||||||||||||||||||||
Property Name
|
|
City
|
|
State
|
|
Encumbrances (a)
|
|
Land
|
|
Building & Improvements
|
|
Net Improvements (Retirements) Since Acquisition
|
|
Land
|
|
Building & Improvements
|
|
Total (b)
|
|
Accumulated Depreciation at December 31, 2019 (c)
|
|
Year of Construction
|
|
Year Acquired
|
|
Depreciable Life
|
||||||||||||||||
PENNSYLVANIA SUBURBS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
400 Berwyn Park
|
|
Berwyn
|
|
PA
|
|
$
|
—
|
|
|
$
|
2,657
|
|
|
$
|
4,462
|
|
|
$
|
12,841
|
|
|
$
|
2,657
|
|
|
$
|
17,303
|
|
|
$
|
19,960
|
|
|
$
|
7,583
|
|
|
1999
|
|
1999
|
|
(d)
|
300 Berwyn Park
|
|
Berwyn
|
|
PA
|
|
—
|
|
|
2,206
|
|
|
13,422
|
|
|
4,145
|
|
|
2,206
|
|
|
17,567
|
|
|
19,773
|
|
|
10,516
|
|
|
1989
|
|
1997
|
|
(d)
|
||||||||
1050 Westlakes Drive
|
|
Berwyn
|
|
PA
|
|
—
|
|
|
2,611
|
|
|
10,445
|
|
|
2,210
|
|
|
2,611
|
|
|
12,655
|
|
|
15,266
|
|
|
6,238
|
|
|
1984
|
|
1999
|
|
(d)
|
||||||||
1200 Swedesford Road
|
|
Berwyn
|
|
PA
|
|
—
|
|
|
2,595
|
|
|
11,809
|
|
|
490
|
|
|
2,595
|
|
|
12,299
|
|
|
14,894
|
|
|
6,848
|
|
|
1994
|
|
2001
|
|
(d)
|
||||||||
200 Berwyn Park
|
|
Berwyn
|
|
PA
|
|
—
|
|
|
1,533
|
|
|
9,460
|
|
|
1,574
|
|
|
1,533
|
|
|
11,034
|
|
|
12,567
|
|
|
6,569
|
|
|
1987
|
|
1997
|
|
(d)
|
||||||||
1180 Swedesford Road
|
|
Berwyn
|
|
PA
|
|
—
|
|
|
2,086
|
|
|
8,342
|
|
|
2,865
|
|
|
2,086
|
|
|
11,207
|
|
|
13,293
|
|
|
5,802
|
|
|
1987
|
|
2001
|
|
(d)
|
||||||||
100 Berwyn Park
|
|
Berwyn
|
|
PA
|
|
—
|
|
|
1,180
|
|
|
7,290
|
|
|
1,419
|
|
|
1,180
|
|
|
8,709
|
|
|
9,889
|
|
|
5,252
|
|
|
1986
|
|
1997
|
|
(d)
|
||||||||
1160 Swedesford Road
|
|
Berwyn
|
|
PA
|
|
—
|
|
|
1,781
|
|
|
7,124
|
|
|
6,810
|
|
|
2,045
|
|
|
13,670
|
|
|
15,715
|
|
|
6,698
|
|
|
1986
|
|
2001
|
|
(d)
|
||||||||
1100 Cassett Road
|
|
Berwyn
|
|
PA
|
|
—
|
|
|
1,695
|
|
|
6,779
|
|
|
1,730
|
|
|
1,695
|
|
|
8,509
|
|
|
10,204
|
|
|
4,044
|
|
|
1997
|
|
2001
|
|
(d)
|
||||||||
Six Tower Bridge (181 Washington Street)
|
|
Conshohocken
|
|
PA
|
|
—
|
|
|
6,927
|
|
|
14,722
|
|
|
2,511
|
|
|
6,237
|
|
|
17,923
|
|
|
24,160
|
|
|
3,803
|
|
|
1999
|
|
2013
|
|
(d)
|
||||||||
52 Swedesford Square
|
|
East Whiteland Twp.
|
|
PA
|
|
—
|
|
|
4,241
|
|
|
16,579
|
|
|
5,193
|
|
|
4,241
|
|
|
21,772
|
|
|
26,013
|
|
|
11,511
|
|
|
1988
|
|
1998
|
|
(d)
|
||||||||
640 Freedom Business Center (g)
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
1,015
|
|
|
20,098
|
|
|
4,832
|
|
|
414
|
|
|
25,531
|
|
|
25,945
|
|
|
14,251
|
|
|
1991
|
|
1998
|
|
(d)
|
||||||||
620 Freedom Business Center (g)
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
666
|
|
|
13,118
|
|
|
1,826
|
|
|
270
|
|
|
15,340
|
|
|
15,610
|
|
|
8,836
|
|
|
1986
|
|
1998
|
|
(d)
|
||||||||
1000 First Avenue
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
—
|
|
|
13,708
|
|
|
3,211
|
|
|
—
|
|
|
16,919
|
|
|
16,919
|
|
|
10,766
|
|
|
1980
|
|
1998
|
|
(d)
|
||||||||
1060 First Avenue
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
—
|
|
|
13,665
|
|
|
4,169
|
|
|
—
|
|
|
17,834
|
|
|
17,834
|
|
|
11,055
|
|
|
1987
|
|
1998
|
|
(d)
|
||||||||
630 Freedom Business Center Drive (g)
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
666
|
|
|
13,251
|
|
|
3,259
|
|
|
273
|
|
|
16,903
|
|
|
17,176
|
|
|
9,861
|
|
|
1989
|
|
1998
|
|
(d)
|
||||||||
1020 First Avenue
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
—
|
|
|
10,744
|
|
|
3,931
|
|
|
—
|
|
|
14,675
|
|
|
14,675
|
|
|
9,089
|
|
|
1984
|
|
1998
|
|
(d)
|
||||||||
1040 First Avenue
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
—
|
|
|
14,142
|
|
|
5,080
|
|
|
—
|
|
|
19,222
|
|
|
19,222
|
|
|
12,076
|
|
|
1985
|
|
1998
|
|
(d)
|
||||||||
610 Freedom Business Center Drive (g)
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
485
|
|
|
9,602
|
|
|
2,676
|
|
|
198
|
|
|
12,565
|
|
|
12,763
|
|
|
6,976
|
|
|
1985
|
|
1998
|
|
(d)
|
||||||||
650 Park Avenue
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
1,916
|
|
|
4,378
|
|
|
(4,378
|
)
|
|
1,916
|
|
|
—
|
|
|
1,916
|
|
|
—
|
|
|
1968
|
|
1998
|
|
(d)
|
600 Park Avenue
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
1,012
|
|
|
4,048
|
|
|
385
|
|
|
1,012
|
|
|
4,433
|
|
|
5,445
|
|
|
2,647
|
|
|
1964
|
|
1998
|
|
(d)
|
||||||||
933 First Avenue
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
3,127
|
|
|
20,794
|
|
|
(1,125
|
)
|
|
3,127
|
|
|
19,669
|
|
|
22,796
|
|
|
2,216
|
|
|
2017
|
|
N/A
|
|
(d)
|
||||||||
500 North Gulph Road
|
|
King Of Prussia
|
|
PA
|
|
—
|
|
|
1,303
|
|
|
5,201
|
|
|
21,017
|
|
|
1,303
|
|
|
26,218
|
|
|
27,521
|
|
|
1,202
|
|
|
1979
|
|
1996
|
|
(d)
|
||||||||
401 Plymouth Road
|
|
Plymouth Meeting
|
|
PA
|
|
—
|
|
|
6,199
|
|
|
16,131
|
|
|
15,831
|
|
|
6,199
|
|
|
31,962
|
|
|
38,161
|
|
|
15,355
|
|
|
2001
|
|
2000
|
|
(d)
|
||||||||
Metroplex (4000 Chemical Road)
|
|
Plymouth Meeting
|
|
PA
|
|
—
|
|
|
4,373
|
|
|
24,546
|
|
|
399
|
|
|
4,373
|
|
|
24,945
|
|
|
29,318
|
|
|
7,701
|
|
|
2007
|
|
2001
|
|
(d)
|
||||||||
610 West Germantown Pike
|
|
Plymouth Meeting
|
|
PA
|
|
—
|
|
|
3,651
|
|
|
14,514
|
|
|
3,285
|
|
|
3,651
|
|
|
17,799
|
|
|
21,450
|
|
|
8,669
|
|
|
1987
|
|
2002
|
|
(d)
|
||||||||
600 West Germantown Pike
|
|
Plymouth Meeting
|
|
PA
|
|
—
|
|
|
3,652
|
|
|
15,288
|
|
|
2,717
|
|
|
3,652
|
|
|
18,005
|
|
|
21,657
|
|
|
8,124
|
|
|
1986
|
|
2002
|
|
(d)
|
||||||||
630 West Germantown Pike
|
|
Plymouth Meeting
|
|
PA
|
|
—
|
|
|
3,558
|
|
|
14,743
|
|
|
2,714
|
|
|
3,558
|
|
|
17,457
|
|
|
21,015
|
|
|
7,906
|
|
|
1988
|
|
2002
|
|
(d)
|
||||||||
620 West Germantown Pike
|
|
Plymouth Meeting
|
|
PA
|
|
—
|
|
|
3,572
|
|
|
14,435
|
|
|
1,498
|
|
|
3,572
|
|
|
15,933
|
|
|
19,505
|
|
|
7,042
|
|
|
1990
|
|
2002
|
|
(d)
|
||||||||
660 West Germantown Pike
|
|
Plymouth Meeting
|
|
PA
|
|
—
|
|
|
3,694
|
|
|
5,487
|
|
|
20,715
|
|
|
5,405
|
|
|
24,491
|
|
|
29,896
|
|
|
6,850
|
|
|
1987
|
|
2012
|
|
(d)
|
||||||||
351 Plymouth Road
|
|
Plymouth Meeting
|
|
PA
|
|
—
|
|
|
1,043
|
|
|
555
|
|
|
—
|
|
|
1,043
|
|
|
555
|
|
|
1,598
|
|
|
205
|
|
|
N/A
|
|
2000
|
|
(d)
|
||||||||
150 Radnor Chester Road
|
|
Radnor
|
|
PA
|
|
—
|
|
|
11,925
|
|
|
36,986
|
|
|
10,142
|
|
|
11,897
|
|
|
47,156
|
|
|
59,053
|
|
|
22,504
|
|
|
1983
|
|
2004
|
|
(d)
|
||||||||
One Radnor Corporate Center
|
|
Radnor
|
|
PA
|
|
—
|
|
|
7,323
|
|
|
28,613
|
|
|
22,885
|
|
|
7,323
|
|
|
51,498
|
|
|
58,821
|
|
|
30,974
|
|
|
1998
|
|
2004
|
|
(d)
|
||||||||
201 King of Prussia Road
|
|
Radnor
|
|
PA
|
|
—
|
|
|
8,956
|
|
|
29,811
|
|
|
2,871
|
|
|
8,949
|
|
|
32,689
|
|
|
41,638
|
|
|
19,061
|
|
|
2001
|
|
2004
|
|
(d)
|
||||||||
555 Lancaster Avenue
|
|
Radnor
|
|
PA
|
|
—
|
|
|
8,014
|
|
|
16,508
|
|
|
20,204
|
|
|
8,609
|
|
|
36,117
|
|
|
44,726
|
|
|
18,535
|
|
|
1973
|
|
2004
|
|
(d)
|
||||||||
Four Radnor Corporate Center
|
|
Radnor
|
|
PA
|
|
—
|
|
|
5,406
|
|
|
21,390
|
|
|
12,770
|
|
|
5,705
|
|
|
33,861
|
|
|
39,566
|
|
|
15,781
|
|
|
1995
|
|
2004
|
|
(d)
|
||||||||
Five Radnor Corporate Center
|
|
Radnor
|
|
PA
|
|
—
|
|
|
6,506
|
|
|
25,525
|
|
|
8,209
|
|
|
6,578
|
|
|
33,662
|
|
|
40,240
|
|
|
12,120
|
|
|
1998
|
|
2004
|
|
(d)
|
||||||||
Three Radnor Corporate Center
|
|
Radnor
|
|
PA
|
|
—
|
|
|
4,773
|
|
|
17,961
|
|
|
1,273
|
|
|
4,791
|
|
|
19,216
|
|
|
24,007
|
|
|
9,598
|
|
|
1998
|
|
2004
|
|
(d)
|
||||||||
Two Radnor Corporate Center
|
|
Radnor
|
|
PA
|
|
—
|
|
|
3,937
|
|
|
15,484
|
|
|
3,163
|
|
|
3,942
|
|
|
18,642
|
|
|
22,584
|
|
|
9,853
|
|
|
1998
|
|
2004
|
|
(d)
|
||||||||
130 Radnor Chester Road
|
|
Radnor
|
|
PA
|
|
—
|
|
|
2,573
|
|
|
8,338
|
|
|
3,188
|
|
|
2,567
|
|
|
11,532
|
|
|
14,099
|
|
|
6,716
|
|
|
1983
|
|
2004
|
|
(d)
|
||||||||
170 Radnor Chester Road
|
|
Radnor
|
|
PA
|
|
—
|
|
|
2,514
|
|
|
8,147
|
|
|
1,751
|
|
|
2,509
|
|
|
9,903
|
|
|
12,412
|
|
|
4,375
|
|
|
1983
|
|
2004
|
|
(d)
|
||||||||
200 Radnor Chester Road
|
|
Radnor
|
|
PA
|
|
—
|
|
|
3,366
|
|
|
—
|
|
|
3,653
|
|
|
3,366
|
|
|
3,653
|
|
|
7,019
|
|
|
772
|
|
|
2014
|
|
2005
|
|
(d)
|
||||||||
101 West Elm Street
|
|
W. Conshohocken
|
|
PA
|
|
—
|
|
|
6,251
|
|
|
25,209
|
|
|
3,853
|
|
|
6,251
|
|
|
29,062
|
|
|
35,313
|
|
|
10,721
|
|
|
1999
|
|
2005
|
|
(d)
|
||||||||
1 West Elm Street
|
|
W. Conshohocken
|
|
PA
|
|
—
|
|
|
3,557
|
|
|
14,249
|
|
|
3,376
|
|
|
3,557
|
|
|
17,625
|
|
|
21,182
|
|
|
6,823
|
|
|
1999
|
|
2005
|
|
(d)
|
||||||||
Four Tower Bridge (200 Barr Harbor Drive)
|
|
W. Conshohocken
|
|
PA
|
|
9,291
|
|
|
6,000
|
|
|
14,734
|
|
|
336
|
|
|
6,000
|
|
|
15,070
|
|
|
21,070
|
|
|
761
|
|
|
1998
|
|
2018
|
|
(d)
|
2340 Dulles Corner Boulevard
|
|
Herndon
|
|
VA
|
|
—
|
|
|
16,345
|
|
|
65,379
|
|
|
524
|
|
|
16,129
|
|
|
66,119
|
|
|
82,248
|
|
|
22,150
|
|
|
1987
|
|
2006
|
|
(d)
|
1676 International Drive
|
|
Mclean
|
|
VA
|
|
—
|
|
|
18,437
|
|
|
97,538
|
|
|
(962
|
)
|
|
18,785
|
|
|
96,228
|
|
|
115,013
|
|
|
25,451
|
|
|
1999
|
|
2006
|
|
(d)
|
8260 Greensboro Drive
|
|
Mclean
|
|
VA
|
|
—
|
|
|
7,952
|
|
|
33,964
|
|
|
4,955
|
|
|
8,102
|
|
|
38,769
|
|
|
46,871
|
|
|
11,152
|
|
|
1980
|
|
2006
|
|
(d)
|
2273 Research Boulevard
|
|
Rockville
|
|
MD
|
|
—
|
|
|
5,167
|
|
|
31,110
|
|
|
5,799
|
|
|
5,237
|
|
|
36,839
|
|
|
42,076
|
|
|
11,928
|
|
|
1999
|
|
2006
|
|
(d)
|
2275 Research Boulevard
|
|
Rockville
|
|
MD
|
|
—
|
|
|
5,059
|
|
|
29,668
|
|
|
7,588
|
|
|
5,154
|
|
|
37,161
|
|
|
42,315
|
|
|
13,308
|
|
|
1990
|
|
2006
|
|
(d)
|
2277 Research Boulevard
|
|
Rockville
|
|
MD
|
|
—
|
|
|
4,649
|
|
|
26,952
|
|
|
18,853
|
|
|
4,733
|
|
|
45,721
|
|
|
50,454
|
|
|
17,093
|
|
|
1986
|
|
2006
|
|
(d)
|
8521 Leesburg Pike
|
|
Vienna
|
|
VA
|
|
—
|
|
|
4,316
|
|
|
30,885
|
|
|
7,145
|
|
|
4,397
|
|
|
37,949
|
|
|
42,346
|
|
|
11,925
|
|
|
1984
|
|
2006
|
|
(d)
|
AUSTIN, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
11501 Burnet Road - Building 1
|
|
Austin
|
|
TX
|
|
—
|
|
|
3,755
|
|
|
22,702
|
|
|
115
|
|
|
3,755
|
|
|
22,817
|
|
|
26,572
|
|
|
3,193
|
|
|
1991
|
|
2015
|
|
(d)
|
11501 Burnet Road - Building 2
|
|
Austin
|
|
TX
|
|
—
|
|
|
2,732
|
|
|
16,305
|
|
|
1,551
|
|
|
2,732
|
|
|
17,856
|
|
|
20,588
|
|
|
2,920
|
|
|
1991
|
|
2015
|
|
(d)
|
11501 Burnet Road - Building 3
|
|
Austin
|
|
TX
|
|
—
|
|
|
3,688
|
|
|
22,348
|
|
|
94
|
|
|
3,688
|
|
|
22,442
|
|
|
26,130
|
|
|
3,161
|
|
|
1991
|
|
2015
|
|
(d)
|
11501 Burnet Road - Building 4
|
|
Austin
|
|
TX
|
|
—
|
|
|
2,614
|
|
|
15,740
|
|
|
75
|
|
|
2,614
|
|
|
15,815
|
|
|
18,429
|
|
|
2,242
|
|
|
1991
|
|
2015
|
|
(d)
|
11501 Burnet Road - Building 5
|
|
Austin
|
|
TX
|
|
—
|
|
|
3,689
|
|
|
22,354
|
|
|
118
|
|
|
3,689
|
|
|
22,472
|
|
|
26,161
|
|
|
3,207
|
|
|
1991
|
|
2015
|
|
(d)
|
11501 Burnet Road - Building 6
|
|
Austin
|
|
TX
|
|
—
|
|
|
2,676
|
|
|
15,972
|
|
|
13,973
|
|
|
2,676
|
|
|
29,945
|
|
|
32,621
|
|
|
3,408
|
|
|
1991
|
|
2015
|
|
(d)
|
11501 Burnet Road - Building 8
|
|
Austin
|
|
TX
|
|
—
|
|
|
1,400
|
|
|
7,422
|
|
|
1,547
|
|
|
1,400
|
|
|
8,969
|
|
|
10,369
|
|
|
1,172
|
|
|
1991
|
|
2015
|
|
(d)
|
11501 Burnet Road - Parking Garage
|
|
Austin
|
|
TX
|
|
—
|
|
|
—
|
|
|
19,826
|
|
|
63
|
|
|
—
|
|
|
19,889
|
|
|
19,889
|
|
|
3,628
|
|
|
1991
|
|
2015
|
|
(d)
|
Four Points Centre 3 (11120 Four Points Drive)
|
|
Austin
|
|
TX
|
|
—
|
|
|
1,140
|
|
|
—
|
|
|
40,564
|
|
|
1,140
|
|
|
40,564
|
|
|
41,704
|
|
|
1,511
|
|
|
2019
|
|
2013
|
|
(d)
|
One Barton Skyway (1501 South MoPac Expressway)
|
|
Austin
|
|
TX
|
|
—
|
|
|
10,496
|
|
|
47,670
|
|
|
113
|
|
|
10,495
|
|
|
47,784
|
|
|
58,279
|
|
|
1,378
|
|
|
1999
|
|
2018
|
|
(d)
|
Two Barton Skyway (1601 South MoPac Expressway)
|
|
Austin
|
|
TX
|
|
—
|
|
|
10,849
|
|
|
53,868
|
|
|
2,828
|
|
|
10,848
|
|
|
56,697
|
|
|
67,545
|
|
|
1,810
|
|
|
2000
|
|
2018
|
|
(d)
|
Three Barton Skyway (1221 South MoPac Expressway)
|
|
Austin
|
|
TX
|
|
—
|
|
|
10,374
|
|
|
47,624
|
|
|
184
|
|
|
10,373
|
|
|
47,809
|
|
|
58,182
|
|
|
1,343
|
|
|
2001
|
|
2018
|
|
(d)
|
Four Barton Skyway (1301 South MoPac Expressway)
|
|
Austin
|
|
TX
|
|
—
|
|
|
13,301
|
|
|
57,041
|
|
|
(40
|
)
|
|
13,300
|
|
|
57,002
|
|
|
70,302
|
|
|
1,583
|
|
|
2001
|
|
2018
|
|
(d)
|
|
|
|
|
|
|
|
|
Initial Cost
|
|
Gross Amount Which Carried December 31, 2019
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Property Name
|
|
City
|
|
State
|
|
Encumbrances (a)
|
|
Land
|
|
Building & Improvements
|
|
Net Improvements (Retirements) Since Acquisition
|
|
Land
|
|
Building & Improvements
|
|
Total (b)
|
|
Accumulated Depreciation at December 31, 2019 (c)
|
|
Year of Construction
|
|
Year Acquired
|
|
Depreciable Life
|
||||||||||||||||
Four Points Centre (11305 Four Points Drive)
|
|
Austin
|
|
TX
|
|
—
|
|
|
7,800
|
|
|
43,581
|
|
|
3,463
|
|
|
7,800
|
|
|
47,044
|
|
|
54,844
|
|
|
1,427
|
|
|
2008
|
|
2018
|
|
(d)
|
||||||||
River Place - Building 1 (6500 River Place Boulevard)
|
|
Austin
|
|
TX
|
|
—
|
|
|
2,004
|
|
|
17,680
|
|
|
476
|
|
|
2,004
|
|
|
18,156
|
|
|
20,160
|
|
|
547
|
|
|
2000
|
|
2018
|
|
(d)
|
||||||||
River Place - Building 2 (6500 River Place Boulevard)
|
|
Austin
|
|
TX
|
|
—
|
|
|
3,137
|
|
|
29,254
|
|
|
191
|
|
|
3,137
|
|
|
29,445
|
|
|
32,582
|
|
|
816
|
|
|
2000
|
|
2018
|
|
(d)
|
||||||||
River Place - Building 3 (6500 River Place Boulevard)
|
|
Austin
|
|
TX
|
|
—
|
|
|
3,064
|
|
|
26,705
|
|
|
12
|
|
|
3,064
|
|
|
26,717
|
|
|
29,781
|
|
|
735
|
|
|
2000
|
|
2018
|
|
(d)
|
||||||||
River Place - Building 4 (6500 River Place Boulevard
|
|
Austin
|
|
TX
|
|
—
|
|
|
2,273
|
|
|
18,617
|
|
|
1,001
|
|
|
2,273
|
|
|
19,618
|
|
|
21,891
|
|
|
674
|
|
|
2000
|
|
2018
|
|
(d)
|
||||||||
River Place - Building 5 (6500 River Place Boulevard)
|
|
Austin
|
|
TX
|
|
—
|
|
|
1,752
|
|
|
14,315
|
|
|
(24
|
)
|
|
1,752
|
|
|
14,291
|
|
|
16,043
|
|
|
394
|
|
|
2001
|
|
2018
|
|
(d)
|
||||||||
River Place - Building 6 (6500 River Place Boulevard)
|
|
Austin
|
|
TX
|
|
—
|
|
|
1,598
|
|
|
12,945
|
|
|
(24
|
)
|
|
1,598
|
|
|
12,921
|
|
|
14,519
|
|
|
356
|
|
|
2001
|
|
2018
|
|
(d)
|
||||||||
River Place - Building 7 (6500 River Place Boulevard)
|
|
Austin
|
|
TX
|
|
—
|
|
|
1,801
|
|
|
16,486
|
|
|
1,051
|
|
|
1,801
|
|
|
17,537
|
|
|
19,338
|
|
|
586
|
|
|
2002
|
|
2018
|
|
(d)
|
||||||||
Quarry Lake II (4516 Seton Center Parkway)
|
|
Austin
|
|
TX
|
|
—
|
|
|
3,970
|
|
|
30,546
|
|
|
821
|
|
|
3,867
|
|
|
31,470
|
|
|
35,337
|
|
|
876
|
|
|
1998
|
|
2018
|
|
(d)
|
||||||||
OTHER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
10 Foster Avenue
|
|
Gibbsboro
|
|
NJ
|
|
—
|
|
|
244
|
|
|
971
|
|
|
69
|
|
|
244
|
|
|
1,040
|
|
|
1,284
|
|
|
624
|
|
|
1983
|
|
1997
|
|
(d)
|
||||||||
7 Foster Avenue
|
|
Gibbsboro
|
|
NJ
|
|
—
|
|
|
231
|
|
|
921
|
|
|
31
|
|
|
231
|
|
|
952
|
|
|
1,183
|
|
|
549
|
|
|
1983
|
|
1997
|
|
(d)
|
||||||||
2 Foster Avenue
|
|
Gibbsboro
|
|
NJ
|
|
—
|
|
|
185
|
|
|
730
|
|
|
11
|
|
|
185
|
|
|
741
|
|
|
926
|
|
|
741
|
|
|
1974
|
|
1997
|
|
(d)
|
||||||||
4 Foster Avenue
|
|
Gibbsboro
|
|
NJ
|
|
—
|
|
|
183
|
|
|
726
|
|
|
6
|
|
|
183
|
|
|
732
|
|
|
915
|
|
|
732
|
|
|
1974
|
|
1997
|
|
(d)
|
||||||||
1 Foster Avenue
|
|
Gibbsboro
|
|
NJ
|
|
—
|
|
|
93
|
|
|
364
|
|
|
8
|
|
|
93
|
|
|
372
|
|
|
465
|
|
|
372
|
|
|
1972
|
|
1997
|
|
(d)
|
||||||||
5 U.S. Avenue
|
|
Gibbsboro
|
|
NJ
|
|
—
|
|
|
21
|
|
|
81
|
|
|
2
|
|
|
21
|
|
|
83
|
|
|
104
|
|
|
83
|
|
|
1987
|
|
1997
|
|
(d)
|
||||||||
5 Foster Avenue
|
|
Gibbsboro
|
|
NJ
|
|
—
|
|
|
9
|
|
|
32
|
|
|
3
|
|
|
9
|
|
|
35
|
|
|
44
|
|
|
35
|
|
|
1968
|
|
1997
|
|
(d)
|
||||||||
Main Street - Plaza 1000
|
|
Voorhees
|
|
NJ
|
|
—
|
|
|
2,732
|
|
|
10,942
|
|
|
296
|
|
|
2,732
|
|
|
11,238
|
|
|
13,970
|
|
|
11,008
|
|
|
1988
|
|
1997
|
|
(d)
|
||||||||
Main Street - Piazza
|
|
Voorhees
|
|
NJ
|
|
—
|
|
|
696
|
|
|
2,802
|
|
|
3,700
|
|
|
704
|
|
|
6,494
|
|
|
7,198
|
|
|
3,515
|
|
|
1990
|
|
1997
|
|
(d)
|
||||||||
Main Street - Promenade
|
|
Voorhees
|
|
NJ
|
|
—
|
|
|
532
|
|
|
2,052
|
|
|
312
|
|
|
532
|
|
|
2,364
|
|
|
2,896
|
|
|
1,350
|
|
|
1988
|
|
1997
|
|
(d)
|
920 North King Street
|
|
Wilmington
|
|
DE
|
|
—
|
|
|
6,141
|
|
|
21,140
|
|
|
7,969
|
|
|
6,141
|
|
|
29,109
|
|
|
35,250
|
|
|
13,046
|
|
|
1989
|
|
2004
|
|
(d)
|
||||||||
300 Delaware Avenue
|
|
Wilmington
|
|
DE
|
|
—
|
|
|
6,369
|
|
|
13,739
|
|
|
2,638
|
|
|
6,369
|
|
|
16,377
|
|
|
22,746
|
|
|
9,031
|
|
|
1989
|
|
2004
|
|
(d)
|
||||||||
|
|
Total:
|
|
|
|
$
|
315,437
|
|
|
$
|
443,949
|
|
|
$
|
2,886,455
|
|
|
$
|
676,055
|
|
|
$
|
489,702
|
|
|
$
|
3,516,757
|
|
|
$
|
4,006,459
|
|
|
$
|
973,318
|
|
|
|
|
|
|
|
(a)
|
Excludes the effect of any net interest premium/(discount) and deferred financing costs.
|
(b)
|
Reconciliation of Real Estate:
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
|
$
|
3,951,719
|
|
|
$
|
3,830,824
|
|
|
$
|
3,658,438
|
|
Additions:
|
|
|
|
|
|
|
||||||
Acquisitions
|
|
—
|
|
|
509,654
|
|
|
62,587
|
|
|||
Capital expenditures and assets placed into service
|
|
145,378
|
|
|
129,274
|
|
|
356,857
|
|
|||
Less:
|
|
|
|
|
|
|
||||||
Dispositions/impairments/placed into redevelopment
|
|
(50,792
|
)
|
|
(469,517
|
)
|
|
(189,472
|
)
|
|||
Retirements
|
|
(39,846
|
)
|
|
(48,516
|
)
|
|
(57,586
|
)
|
|||
Balance at end of year
|
|
$
|
4,006,459
|
|
|
$
|
3,951,719
|
|
|
$
|
3,830,824
|
|
Per consolidated balance sheet
|
|
$
|
4,006,459
|
|
|
$
|
3,951,719
|
|
|
$
|
3,830,824
|
|
(c)
|
Reconciliation of Accumulated Depreciation:
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
|
$
|
885,407
|
|
|
$
|
913,297
|
|
|
$
|
885,392
|
|
Additions:
|
|
|
|
|
|
|
||||||
Depreciation expense
|
|
144,131
|
|
|
137,213
|
|
|
154,029
|
|
|||
Less:
|
|
|
|
|
|
|
||||||
Dispositions/impairments/placed into redevelopment
|
|
(16,783
|
)
|
|
(117,589
|
)
|
|
(74,178
|
)
|
|||
Retirements
|
|
(39,437
|
)
|
|
(47,514
|
)
|
|
(51,946
|
)
|
|||
Balance at end of year
|
|
$
|
973,318
|
|
|
$
|
885,407
|
|
|
$
|
913,297
|
|
Per consolidated balance sheet
|
|
$
|
973,318
|
|
|
$
|
885,407
|
|
|
$
|
913,297
|
|
(d)
|
Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 55 years.
|
(e)
|
Reflects original construction date. Significant improvements were made to 3000 Market Street in 1988 and The Bulletin Building in 2012.
|
(f)
|
Represent leasehold interests in a land parcels acquired through prepaid 99-year ground leases. Development has not yet commenced on the parcel. Building and improvements represent costs related to parking operations.
|
(g)
|
Land value represents unamortized prepaid ground lease.
|
•
|
election or removal of trustees;
|
•
|
amendments to the Declaration of Trust (other than amendments to increase or decrease the number of authorized shares or the number of shares of any class) and amendments to the Bylaws;
|
•
|
a determination by the Board of Trustees to cause Brandywine to invest in commodities contracts (other than interest rate futures intended to hedge against interest rate risk), engage in securities trading (as compared to investment activity) or hold properties primarily for sale to customers in the ordinary course of business; and
|
•
|
certain mergers of Brandywine with another entity.
|
1.
|
I have reviewed this annual report on Form 10-K 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: March 2, 2020
|
|
/s/ Gerard H. Sweeney
|
|
|
Gerard H. Sweeney
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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: March 2, 2020
|
|
/s/ Thomas E. Wirth
|
|
|
Thomas E. Wirth
Executive Vice President and Chief Financial Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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: March 2, 2020
|
|
/s/ Gerard H. Sweeney
|
|
|
Gerard H. Sweeney
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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: March 2, 2020
|
|
/s/ Thomas E. Wirth
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Thomas E. Wirth
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Executive Vice President and Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Gerard H. Sweeney
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Gerard H. Sweeney
President and Chief Executive Officer
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Date: March 2, 2020
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Thomas E. Wirth
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Thomas E. Wirth
Executive Vice President and Chief Financial Officer
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Date: March 2, 2020
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Gerard H. Sweeney
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Gerard H. Sweeney
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President and Chief Executive Officer
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Date: March 2, 2020
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Thomas E. Wirth
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Thomas E. Wirth
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Executive Vice President and Chief Financial Officer
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Date: March 2, 2020
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the tax consequences to you may vary depending on your particular tax situation;
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special rules that are not discussed below may apply to you if, for example, you are a tax-exempt organization, a broker-dealer, a non-U.S. person, a trust, an estate, a regulated investment company, a REIT, a financial institution, an insurance company, a holder of debt securities or shares through a partnership or other pass-through entity, a person that holds debt securities or shares as part of a straddle, conversion or other integrated transaction, a person liable for the alternative minimum tax, a U.S. Shareholder or U.S. Holder (each as defined below) whose “functional currency” is not the U.S. dollar, an entity treated as a U.S. corporation by virtue of the inversion rules, or otherwise subject to special tax treatment under the Code;
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this summary does not address state, local or non-U.S. tax considerations;
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this summary deals only with our shareholders and debt holders that hold common shares, preferred shares or debt securities as “capital assets” within the meaning of Section 1221 of the Code;
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tax rules are subject to change, potentially with retroactive effect; and
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this discussion is not intended to be, and should not be construed as, tax advice.
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We will be taxed at regular corporate rates on any undistributed REIT taxable income, including undistributed net capital gains;
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Under certain circumstances, for tax years beginning before January 1, 2018, we may be subject to the “alternative minimum tax” on our items of tax preference, if any;
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If we have net income from prohibited transactions (which are, in general, certain sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business) such income will be subject to a 100% tax (See “-Sale of Partnership Property)”;
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If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or leasehold as “foreclosure property,” we may thereby avoid the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction), but the income from the sale or operation of the property (and any other non-qualifying income from foreclosure property) may be subject to corporate income tax at the highest applicable rate (35% for tax years beginning on or before December 31, 2017 and 21% for tax years beginning after that date);
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If we should fail to satisfy the 75% gross income test or the 95% gross income test (each as discussed below), and nonetheless have maintained our qualification as a REIT because certain other requirements have been met, we will be subject to a 100% tax on the net income attributable to the greater of the amount by which we fail the 75% or 95% test, multiplied by a fraction intended to reflect our profitability;
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If we fail to satisfy any of the REIT asset tests, as discussed below, by more than a de minimis amount, but our failure is due to reasonable cause and not due to willful negligence and we nonetheless maintain our REIT qualification because of specified cure provisions, we will be required to pay a tax equal to the greater of $50,000 or the highest applicable rate for corporate taxpayers (35% for tax years beginning on or before December 31, 2017 and 21% for tax years beginning after that date) of the net income generated by the non-qualifying assets during the period in which we failed to satisfy the asset tests;
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If we fail to satisfy any provision of the Code that would result in our failure to qualify as a REIT (other than a gross income or asset test requirement) and that violation is due to reasonable cause and not due to willful negligence, we may retain our REIT qualification, but we will be required to pay a penalty of $50,000 for each such failure;
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We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of our shareholders, as described below in “-Requirements for Qualification as a REIT”;
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If we should fail to distribute during each calendar year at least the sum of (a) 85% of our REIT ordinary income for such year, (b) 95% of our REIT capital gain net income for such year and (c) any undistributed taxable income from prior years, we would be subject to a 4% excise tax on the excess of such required distribution over the sum of (i) the amounts actually distributed plus (ii) retained amounts on which corporate level tax is paid by us;
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We may elect to retain and pay income tax on our net long-term capital gain, and in that case, a shareholder would include its proportionate share of our undistributed long-term capital gain in its income and would be allowed a credit for its proportionate share of the tax we paid;
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A 100% excise tax may be imposed on some items of income and expense that are directly or constructively paid between us, our tenants and/or our taxable REIT subsidiaries if and to the extent that the Internal Revenue Service successfully adjusts the reported amounts of these items;
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If we acquire appreciated assets from a C corporation (a corporation generally subject to corporate level tax) in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the C corporation, we may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize gain on a disposition of such assets during the five-year period following their acquisition from the C corporation, unless the C corporation elects to treat the assets as if they were sold for their fair market value at the time of our acquisition; and
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Income earned by any of our taxable REIT subsidiaries will be subject to tax at regular corporate rates.
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The amount of rent must not be based in whole or in part on the income or profits of any person. However, an
amount received or accrued generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of gross receipts or sales.
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Rents received from a tenant will not qualify as “rents from real property” in satisfying the gross income tests if the REIT, or a direct or indirect owner of 10% or more of the REIT, directly or constructively, owns 10% or more of such tenant (a “Related Party Tenant”). However, rental payments from a taxable REIT subsidiary will qualify as rents from real property even if we own more than 10% of the total value or combined voting power of the taxable REIT subsidiary if at least 90% of the property is leased to unrelated tenants and the rent paid by the taxable REIT subsidiary is substantially comparable to the rent paid by the unrelated tenants for comparable space.
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Rent attributable to personal property leased in connection with a lease of real property will not qualify as “rents from real property” if such rent exceeds 15% of the total rent received under the lease.
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For rents received to qualify as “rents from real property,” we generally must not operate or manage the property or furnish or render services to tenants, except through an “independent contractor” who is adequately compensated and from whom the REIT derives no income, or through a taxable REIT subsidiary. The “independent contractor” requirement, however, does not apply to the extent the services provided by the REIT are “usually or customarily rendered” in connection with the rental of space for occupancy only, and are not otherwise considered “rendered to the occupant.” In addition, a de minimis rule applies with respect to non-customary services. Specifically, if the value of the non-customary service income with respect to a property (valued at no less than 150% of the direct costs of performing such services) is 1% or less of the total income derived from the property, then all rental income except the non-customary service income will qualify as “rents from real property.” A taxable REIT subsidiary may provide services (including non-customary services) to a REIT’s tenants without “tainting” any of the rental income received by the REIT, and it will be able to manage or operate properties for third parties and generally engage in other activities unrelated to real estate.
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a citizen or individual resident of the United States;
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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust if it (a) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
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your long-term capital gains, if any, recognized on the disposition of our shares;
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our distributions designated as long-term capital gain dividends (except to the extent attributable to real estate depreciation, in which case such distributions are subject to a 25% tax rate to such extent);
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our dividends attributable to dividends received by us from non-REIT corporations, such as taxable REIT subsidiaries; and
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our dividends to the extent attributable to income upon which we have paid corporate income tax (e.g., to the extent that we distribute less than 100% of our taxable income).
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a citizen or individual resident of the United States;
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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust if it (a) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
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it is payable at least once per year;
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it is payable over the entire term of the debt security; and
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it is payable at a single fixed rate or, subject to certain conditions, based on one or more interest indices.
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the debt security’s “adjusted issue price” at the beginning of the accrual period multiplied by its yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period, over
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the aggregate of all qualified stated interest allocable to the accrual period.
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the interest on a floating rate debt security is based on more than one interest index; or
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the principal amount of the debt security is indexed in any manner.
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the amount of cash and the fair market value of other property received in exchange for such debt securities, other than amounts attributable to accrued but unpaid qualified stated interest, which will be subject to tax as ordinary income to the extent not previously included in income; and
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the U.S. Holder’s adjusted tax basis in such debt securities.
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interest paid on debt securities is not effectively connected with a non-U.S. Holder’s conduct of a trade or business in the United States;
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the non-U.S. Holder does not actually or constructively own 10% or more of the capital or profits interest in the Operating Partnership (in the case of debt issued by the Operating Partnership), or 10% or more of the total combined voting power of all classes of stock of Brandywine entitled to vote (in the case of debt issued by Brandywine);
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the non-U.S. Holder is not
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a controlled foreign corporation that is related to the Operating Partnership or Brandywine, as applicable, or
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a bank that receives such interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and
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the beneficial owner of debt securities provides a certification, which is generally made on an IRS Form W-8BEN or W-8BEN-E, as applicable, or a suitable substitute form and signed under penalties of perjury, that it is not a United States person.
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the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met; or
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the gain is effectively connected with the conduct of a trade or business of the non-U.S. Holder in the United States and, if an applicable tax treaty requires, such gain is attributable to a United States permanent establishment maintained by such non-U.S. Holder.
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fails to furnish an accurate taxpayer identification number, or TIN, to the payor in the manner required;
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is notified by the IRS that it has failed to properly report payments of interest or dividends; or
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under certain circumstances, fails to certify, under penalties of perjury, that it has furnished a correct TIN and that it has not been notified by the IRS that it is subject to backup withholding.
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a controlled foreign corporation for U.S. federal income tax purposes;
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a foreign person 50% or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment, or for such part of the period that the broker has been in existence, is derived from activities that are effectively connected with the conduct of a United States trade or business; or
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a foreign partnership that at any time during the partnership’s taxable year is either engaged in the conduct of a trade or business in the United States or of which 50% or more of its income or capital interests are held by United States persons.
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