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Brandywine Realty Trust (NYSE: BDN) is one of the largest, publicly-traded, full-
service, integrated real estate companies in the United States with a core focus in
the Philadelphia, PA, Austin, TX, and Washington, D.C. markets. Organized as a
real estate investment trust (REIT), we own, develop, lease and manage an urban,
town center and transit-oriented portfolio.
QUALITY - INNOVATION - INTEGRIT Y - COMMUNIT Y
QUALITY - INNOVATION - INTEGRIT Y - COMMUNIT Y
QUALITY - INNOVATION - INTEGRIT Y - COMMUNIT Y
or more than 25 years, Brandywine Realty Trust
has leaned in to innovation with a disciplined
approach. We have embraced change and challenged
the status quo—creating new realities that stimulate
long-term economic growth, deliver value to
stakeholders, and shape the communities in
which we work.
2019 was no exception. Over the course of the year, we signed 330 office
leases across 3.3 million SF, launched marketing for 1.9 million SF of active
development, hit major milestones in our master-planned projects, and achieved
new accolades in our ongoing ESG practices, including earning a perfect score
for our commitment to Social Engagement on the annual GRESB benchmark.
We credit much of this success to our ability to remain nimble in a rapidly
changing world. Across all industries, technology is advancing innovation and
reshaping how we live, work, connect and communicate. The industries that
are thriving are the ones that are pushing boundaries in how we address the
fundamental desires of the human being… health and wellness, community
and connection, experiences and fulfillment.
As creators of spaces and communities, we strive to imbue
our products with a vibrancy that reinforces human connection
and creates durable value. In an ever-changing landscape, we
emphasize what we know will remain constant: great location,
thoughtful design, quality material, and devoted people
committed to creating exceptional spaces.
Sometimes, we demonstrate this by undertaking innovative
new developments like 155 King of Prussia Road in Radnor,
PA—a ground-up, transit-oriented office space within our
master-planned development for Penn Medicine, or 650 Park
Road in King of Prussia, PA—a full redevelopment creating 100,000
SF of highly-efficient office space in one of the region’s fastest growing
submarkets. Other times, we decide to successfully reposition assets
Starting from top left: Yoga on Drexel Square at Schuylkill Yards, Philadelphia,
PA; rendering of Broadmoor, Austin, TX; Construction Apprentice Preparatory
Program Orientation at FMC Tower, Philadelphia, PA; Nadia Whiting on Cira
Green, Philadelphia, PA; rendering of 405 Colorado, Austin, TX
Bottom row: Philadelphia skyline with renderings of 3001 & 3025 JFK; rendering
of 25M, Washington, D.C.; new outdoor space at 1676 International Drive
1 Schuylkill Yards became a reality this year with
the completion of Drexel Square, which turned a
surface parking lot into a 1.3-acre public park directly
adjacent to Amtrak’s 30th Street Station. It is the
first piece of 6.5 acres of dedicated green space
within the masterplan, inspired by our belief in the
power of placemaking for long-term value creation.
The park will soon be complemented by the entirely
reimagined historic Bulletin Building in Q2 2020,
which is 100% leased to leading life science company
Spark Therapeutics. Adjacent to the park, we plan
to commence Phase I of our master plan with two
striking towers on JFK Boulevard, containing close to
1 million square feet of office and life science space,
326 apartment units, ground-floor retail, and parking.
Momentum in Austin remains strong, with the city
topping U.S. News and World Report’s ranking of the
best places to live in the United States for the third
year in a row. Rent growth has remained high at 4.7%
over 2019, and the city has seen absorption double
its historic pace over the past three years. Here, we
are projecting a year-end 2020 completion at 405
Colorado, a downtown high-rise featuring about 200K
sf of office and retail, and an elevated Sky Lounge. In
Austin’s second downtown, we are moving forward
with Broadmoor—the city’s first true transit-oriented,
mixed-use development on 66 acres adjacent to The
Domain in Northwest Austin. We are in a position to
break ground on two blocks in the second half of
2020. We are also moving forward on public space
Starting at top: rendering of 650 Park, King
of Prussia, PA; rendering of 3001 & 3025
JFK at Schuylkill Yards, Philadelphia, PA;
yoga on Cira Green, Philadelphia, PA
already in our portfolio like 1676 International in
Tysons, VA, or 426 West Lancaster in Devon, PA, to
ensure our spaces respond to the demands of the
future workforce. At Schuylkill Yards and Broadmoor,
our two multiphase, master-planned sites, we are
only dedicating 50% of space to office, life science,
and academic space, while reserving the balance for
the vibrant retail, lifestyle, hospitality, and greenspace
offerings that bring these communities to life.
We remain bullish on the value and opportunity of
our three core markets: Greater Philadelphia, PA,
Austin, TX and Washington, D.C.—three markets
defined by unparalleled quality of life factors that
attract talent and enable businesses to thrive.
In the Greater Philadelphia area, where we are the
largest landlord of Trophy Class office space, we are
continuing to expand the Philadelphia skyline with our
master-planned, mixed-use development, Schuylkill
Yards. The 14-acre, $3.5 billion development is
centrally located within a Qualified Opportunity Zone
between the city’s traditional central business district
and the booming University City neighborhood—a
hotbed for talent and the city’s rapidly-expanding
Life Sciences sector, which saw close to $1B in NIH
funding in 2019.
sequencing, retail and hospitality options, and the addition of a Capital
Metro rail station. At both our Four Points and Garza Ranch developments,
demand drivers remain exceptional, resulting in a strong leasing pipeline.
Metro D.C. continues to be widely considered one of the most envied
investment markets in the world and the nation’s top region for fast-growing
private companies. Taking advantage of the strengths of this market, we made
a decision to invest in the complete reimagination of 1676 International Drive
to introduce urban design, smart and flexible space layouts, and a multitude
of amenities intended to attract leading, forward-thinking companies. In the
vibrant Ballston Community of Arlington, VA, we are nearing completion on
our venture with Shooshan Company—4040 Wilson—a soaring mixed-use
tower that will soon serve as AvalonBay’s new headquarters. Our development
pipeline also boasts exciting opportunities at 25 M St. SE in the thriving Capitol
Riverfront Market, and a mixed-use site in the connected NOMA widow.
In all of these undertakings, we are guided by the belief that our
development process transcends the physical act of construction.
Responsible environmental, social, and governance practices have
remained at the forefront of our business plan. In 2019, our landmark
FMC Tower at Cira Centre South became the first WELL Core Certified
project at the Bronze level, globally, as well as the first WELL v2 certificated
building in the United States. We were also named a Fitwel champion for
operating 5.4M SF of Fitwel certified office space—the most of any company
worldwide! We continue to demonstrate our commitment to good corporate
governance, earning an industry-leading ISS Governance Quality score of
1 in 2019—representing the lowest shareholder risk and highest possible
score. In our interactions with partners, vendors, and our own employees,
we promote diversity and inclusion by conducting trainings on emotional
intelligence, unconscious bias, and LGBTQ+ inclusion, and committing to
the CEO Action for Diversity & Inclusion™—the largest CEO-driven business
initiative to advance diversity and inclusion in the workplace.
3 Starting from top left: Drexel Square at Schuylkill Yards, Philadelphia, PA; rendering of Highline Park,
Schuylkill Yards, Philadelphia, PA; rendering of Broadmoor, Austin, TX; Cira Green, Philadelphia, PA;
renderings of 25M office interior in Washington, D.C.; rendering of Bulletin Building at Schuylkill
Yards, Philadelphia, PA.
These core values inspire our actions. We understand that good
business requires a macro perspective and an integrity-driven approach.
That’s why we nearly tripled our Schuylkill Yards Neighborhood
Engagement Initiative in 2019, taking it from $5.6M to $16.6M. The
program addresses stated areas of community need, including low-cost
business loans, capacity building, affordable housing, local sourcing,
educational support, and a skilled building trade apprenticeship program.
The young father who got a second chance to support his family through
our Construction Apprenticeship Preparatory Program, or the local minority
entrepreneur who can now finance her dream show us that investing in
people and communities creates the best social and economic outcomes.
We entered 2020 from a position of great strength. We remain laser-focused
on transit-oriented, integrated work and lifestyle experiences, and are
prioritizing optionality, accessibility and connectivity in cities where quality
of life factors are drawing talent. Our 2020 business plan is simple: take
advantage of strong market conditions to drive net effective rent growth,
generate strong cash-flow growth, and meet our market targets, while
capitalizing on all of the development opportunities we laid the groundwork
for in 2019. Two key metrics that demonstrate our excellent long-term
earnings potential are the mark-to-market increases in our expiring leases:
our cash at 8-10%, and GAAP at 17-19%.
I think we are in one of the most exciting industries ever created. Going
back in history, you can easily see the desire to build is a core part of the
human spirit. It’s how we translate our values into physical structures that
enrich peoples’ lives. We can change the landscape of a neighborhood
or the calibration of a city. And all across our
portfolio, we are. Our Board, employees, and
leadership team are grateful for the continued
support of the investor community, and look
forward to sharing our bright future with you.
With all best wishes,
Gerard H. Sweeney
President and Chief Executive Officer
March 17, 2020
5
Gerard H. Sweeney*
President and
Chief Executive Officer
Thomas E. Wirth*
Executive Vice President
and Chief Financial Officer
H. Jeffrey DeVuono*
Executive Vice President and
George D. Johnstone*
Executive Vice President,
Senior Managing Director
Operations
Pennsylvania Region
William D. Redd*
Executive Vice President and
Senior Managing Director
Austin and Metro D.C. Regions
George S. Hasenecz
Senior Vice President,
Investments
* Executive Officer per Securities
and Exchange Commission rules
AnnaMay Abbott
Vice President
Human Resources,
Diversity & Inclusion
Ronald Becker
Senior Vice President,
Operations
Ralph Bistline
Senior Vice President,
Leasing and Business
Development
Austin Region
Paul J. Commito
Senior Vice President,
Development
John Norjen
Senior Vice President and
Managing Director
Metro D.C. Region
Janet Davis
Senior Vice President,
Leasing and Business
Development
Metro D.C. Region
Laura Krebs Miller
Vice President, Marketing, Media
and Brand Management
Daniel Palazzo*
Vice President,
Chief Accounting Officer
and Treasurer
Joseph F. Ritchie
Vice President,
Development
Stephen P. Rush
Vice President,
Leasing
Philadelphia CBD Region
H. Leon Shadowen, Jr.
Senior Vice President,
Development
Austin Region
Regina Sitler
Vice President,
Portfolio Management
Suzanne Stumpf
Senior Vice President,
Asset Management
Metro D.C. & Austin Regions
Kathleen P.
Sweeney-Pogwist
Senior Vice President,
Leasing
Suburban Pennsylvania Region
Donald F. Weekley
Vice President, Leasing and
Development
Austin Region
Jeffrey R. Weinstein
Vice President,
Construction
Anthony V. Ziccardi
Vice President, Construction
and Development
SENIOR OFFICERSOTHER KEY EXECUTIVES UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2019
OR
For the transition period from
to
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
(Exact name of registrant as specified in its charter)
Maryland
(Brandywine Realty Trust)
Delaware
(Brandywine Operating Partnership, L.P.)
(State or Other Jurisdiction of Incorporation
or Organization)
001-9106
23-2413352
000-24407
(Commission file number)
23-2862640
(I.R.S. Employer Identification Number)
2929 Walnut Street
Suite 1700
Philadelphia, PA 19104
(Address of principal executive offices) (Zip Code)
(610) 325-5600
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares of Beneficial Interest
BDN
NYSE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
Yes ☒ No ☐
Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
Yes ☐ No ☒
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
Yes ☒ No ☐
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
Yes ☒ No ☐
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act:
Brandywine Realty Trust:
Large accelerated filer
☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of Exchange Act.
☐
Brandywine Operating Partnership, L.P.:
Large accelerated filer
Smaller reporting company
☐
☐
Accelerated filer ☐
Emerging growth company ☐
Non-accelerated filer
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
Yes
Yes
☐
☐
No ☒
No ☒
As of June 30, 2019, the aggregate market value of the Common Shares of Beneficial Interest held by non-affiliates of Brandywine Realty Trust was $2,466,793,544
based upon the last reported sale price of $14.32 per share on the New York Stock Exchange on June 30, 2019. An aggregate of 176,602,359 Common Shares of
Beneficial Interest was outstanding as of February 26, 2020.
As of June 30, 2019 the aggregate market value of the 981,626 common units of limited partnership (“Units”) held by non-affiliates of Brandywine Operating
Partnership, L.P. was $14,056,884 based upon the last reported sale price of $14.32 per share on the New York Stock Exchange on June 30, 2019 of the Common
Shares of Beneficial Interest of Brandywine Realty Trust, the sole general partner of Brandywine Operating Partnership, L.P. (For this computation, the Registrant has
excluded the market value of all Units beneficially owned by Brandywine Realty Trust.)
Documents Incorporated By Reference
Portions of the proxy statement for the 2020 Annual Meeting of Shareholders of Brandywine Realty Trust are incorporated by reference into Part III of this Form 10-K.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2019 of Brandywine Realty Trust (the
“Parent Company”) and Brandywine Operating Partnership, L.P. (the “Operating Partnership”). The Parent Company is a
Maryland real estate investment trust, or REIT, that owns its assets and conducts its operations through the Operating Partnership,
a Delaware limited partnership, and subsidiaries of the Operating Partnership. The Parent Company, the Operating Partnership
and their consolidated subsidiaries are collectively referred to in this report as the “Company.” In addition, terms such as “we”,
“us”, or “our” used in this report may refer to the Company, the Parent Company, or the Operating Partnership.
The Parent Company is the sole general partner of the Operating Partnership and as of December 31, 2019, owned a 99.4%
interest in the Operating Partnership. The remaining 0.6% interest consists of common units of limited partnership interest issued
by the Operating Partnership to third parties in exchange for contributions of properties to the Operating Partnership. As the
sole general partner of the Operating Partnership, the Parent Company has full and complete authority over the Operating
Partnership’s day-to-day operations and management.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for
financial reporting purposes, and the Parent Company does not have significant assets other than its investment in the Operating
Partnership. Therefore, the assets and liabilities of the Parent Company and the Operating Partnership are the same in their
respective financial statements. The separate discussions of the Parent Company and the Operating Partnership in this report
should be read in conjunction with each other to understand the results of the Company’s operations on a consolidated basis and
how management operates the Company.
Management operates the Parent Company and the Operating Partnership as one enterprise. The management of the Parent
Company consists of the same members as the management of the Operating Partnership. These members are officers of both
the Parent Company and of the Operating Partnership.
The Company believes that combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership
into a single report will result in the following benefits:
•
•
•
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;
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
create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
There are few differences between the Parent Company and the Operating Partnership, which are reflected in the footnote
disclosures in this report. The Company believes it is important to understand the differences between the Parent Company and
the Operating Partnership in the context of how these entities operate as an interrelated consolidated company. The Parent
Company is a REIT, whose only material asset is its ownership of the partnership interests of the Operating Partnership. As a
result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating
Partnership, issuing public equity from time to time and guaranteeing the debt obligations of the Operating Partnership. The
Operating Partnership holds substantially all the assets of the Company and directly or indirectly holds the ownership interests
in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is
structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent Company,
which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the
capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s direct
or indirect incurrence of indebtedness or through the issuance of partnership units of the Operating Partnership or equity interests
in subsidiaries of the Operating Partnership.
The equity and noncontrolling interests in the Parent Company and the Operating Partnership’s equity are the main areas of
difference between the consolidated financial statements of the Parent Company and the Operating Partnership. The common
units of limited partnership interest in the Operating Partnership are accounted for as partners’equity in the Operating Partnership’s
financial statements while the common units of limited partnership interests held by parties other than the Parent Company are
presented as noncontrolling interests in the Parent Company’s financial statements. The differences between the Parent Company
and the Operating Partnership’s equity relate to the differences in the equity issued at the Parent Company and Operating
Partnership levels.
2
To help investors understand the significant differences between the Parent Company and the Operating Partnership, this report
presents the following as separate notes or sections for each of the Parent Company and the Operating Partnership:
•
•
Consolidated Financial Statements;
Parent Company’s and Operating Partnership’s Equity
This report also includes separate Item 9A. (Controls and Procedures) disclosures and separate Exhibit 31 and 32 certifications
for each of the Parent Company and the Operating Partnership in order to establish that the Chief Executive Officer and the
Chief Financial Officer of each entity have made the requisite certifications and that the Parent Company and Operating
Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.
§ 1350.
In order to highlight the differences between the Parent Company and the Operating Partnership, the separate sections in this
report for the Parent Company and the Operating Partnership specifically refer to the Parent Company and the Operating
Partnership. In the sections that combine disclosures of the Parent Company and the Operating Partnership, this report refers to
such disclosures as those of the Company. Although the Operating Partnership is generally the entity that directly or indirectly
enters into contracts and real estate ventures and holds assets and debt, reference to the Company is appropriate because the
business is one enterprise and the Parent Company operates the business through the Operating Partnership.
3
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
TABLE OF CONTENTS
PART I
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
SIGNATURES
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4
Filing Format
This combined Form 10-K is being filed separately by Brandywine Realty Trust (the “Parent Company”) and Brandywine
Operating Partnership, L.P. (the “Operating Partnership”).
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This report and
other materials filed by us with the Securities and Exchange Commission (the “SEC”) (as well as information included in oral
or other written statements made by us) contain statements that are forward-looking, including statements relating to business
and real estate development activities, acquisitions, dispositions, future capital expenditures, financing sources, governmental
regulation (including environmental regulation) and competition. We intend such forward-looking statements to be covered by
the safe-harbor provisions of the 1995 Act. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should”
and similar expressions, as they relate to us, are intended to identify forward-looking statements. Although we believe that the
expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that
our expectations will be achieved. These forward-looking statements are inherently uncertain, and actual results may differ from
expectations. Our actual future results and trends may differ materially from expectations depending on a variety of factors
discussed in our filings with the Securities and Exchange Commission (the “SEC”). These factors include without limitation:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
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The continuing impact of modest global economic growth, which may have a negative effect on, among other things,
the following:
•
•
the fundamentals of our business, including overall market occupancy, demand for office space and rental rates;
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;
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
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.
•
•
changes in local real estate conditions (including changes in rental rates and the number of properties that compete
with our properties);
our failure to lease unoccupied space in accordance with our projections;
our failure to re-lease occupied space upon expiration of leases;
tenant defaults and the bankruptcy of major tenants;
volatility in capital and credit markets, including changes that reduce availability, and increase costs, of capital;
increasing interest rates, which could increase our borrowing costs and adversely affect the market price of our securities;
failure of interest rate hedging contracts to perform as expected and the effectiveness of such arrangements;
failure of acquisitions, developments and other investments, including projects undertaken through joint ventures, to
perform as expected;
unanticipated costs associated with the purchase, integration and operation of our acquisitions;
unanticipated costs to complete, lease-up and operate our developments and redevelopments;
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;
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;
potential damage from natural disasters, including hurricanes and other weather-related events, which could result in
substantial costs to us;
impairment charges;
uninsured losses due to insurance deductibles, self-insurance retention, uninsured claims or casualties, or losses in
excess of applicable coverage;
increased costs for, or lack of availability of, adequate insurance, including for terrorist acts or environmental liabilities;
actual or threatened terrorist attacks;
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;
the impact on workplace and tenant space demands driven by technology, employee culture and commuting patterns;
demand for tenant services beyond those traditionally provided by landlords;
5
•
•
•
•
•
•
•
•
•
•
liability and clean-up costs incurred under environmental or other laws;
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;
inability of real estate venture partners to fund venture obligations or perform under our real estate venture development
agreements;
failure to manage our growth effectively into new product types within our portfolio and real estate venture arrangements;
failure of dispositions to close in a timely manner;
the impact of climate change and compliance costs relating to laws and regulations governing climate change;
risks associated with federal, state and local tax audits;
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;
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
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.
Given these uncertainties, and the other risks identified in the “Risk Factors” section and elsewhere in this report, we caution
readers not to place undue reliance on forward-looking statements. We assume no obligation to update or supplement forward-
looking statements that become untrue because of subsequent events.
6
Item 1.
Business
Overview
PART I
We are a self-administered and self-managed real estate investment trust ("REIT") engaged in the acquisition, development,
redevelopment, ownership, management, and operation of a portfolio of office and mixed-use properties. During the twelve
months ended December 31, 2019, we owned and managed properties within five markets: (1) Philadelphia Central Business
District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas (4) Metropolitan Washington, D.C., and (5) Other.
The Philadelphia CBD segment includes properties located in the City of Philadelphia in Pennsylvania. The Pennsylvania
Suburbs segment includes properties in Chester, Delaware and Montgomery counties in the Philadelphia suburbs. The Austin,
Texas segment includes properties in the City of Austin, Texas. The Metropolitan Washington, D.C. segment includes properties
in Northern Virginia, Washington, D.C., and southern Maryland. The Other segment includes properties in Camden County in
New Jersey and properties in New Castle County in Delaware. In addition to the five markets, our corporate group is responsible
for cash and investment management, development of certain real estate properties during the construction period, and certain
other general support functions. See Note 1, ''Organization of the Parent Company and the Operating Partnership," to our
Consolidated Financial Statements for our property portfolio, management services and land holdings. Unless otherwise
indicated, all references in this Form 10-K to “square feet” represent the net rentable area.
The Parent Company was organized and commenced its operations in 1986 as a Maryland REIT. The Parent Company owns its
assets and conducts its operations through the Operating Partnership and subsidiaries of the Operating Partnership. The Operating
Partnership was formed in 1996 as a Delaware limited partnership. The Parent Company controls the Operating Partnership as
its sole general partner. See Note 1, ''Organization of the Parent Company and the Operating Partnership," to our Consolidated
Financial Statements for the Parent Company's ownership interest in the Operating Partnership. The ownership interests in the
Operating Partnership not owned by the Company consist of common units of limited partnership issued to the holders in
exchange for contributions of properties to the Operating Partnership. Our structure as an “UPREIT” is designed, in part, to
permit persons contributing properties to us to defer some or all of the tax liability they might otherwise incur in a sale of
properties. We have offices in Philadelphia, Pennsylvania; Radnor, Pennsylvania; McLean, Virginia; Washington, D.C.;
Camden, New Jersey; Richmond,Virginia; and Austin, Texas.
As of December 31, 2019, we had 337 full-time employees. Our principal executive offices are located at 2929 Walnut Street,
Suite 1700, Philadelphia, PA 19104, our telephone number is (610) 325-5600 and our website is www.brandywinerealty.com.
The content on any website referred to in this Form 10-K is not incorporated by reference into this Form 10-K.
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other information with
the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov. Our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other information filed or furnished by us with
the SEC are available, without charge, on our website, http://www.brandywinerealty.com, as soon as reasonably practicable after
they are electronically filed or furnished with the SEC. Copies are also available, free of charge, upon written request to Investor
Relations, Brandywine Realty Trust, 2929 Walnut Street, Suite 1700, Philadelphia, PA 19104.
Business Segments
See Note 18, ''Segment Information,” to our Consolidated Financial Statements for information on results of operations of our
reportable segments for the years ended December 31, 2019, 2018, and 2017 and balance sheet amounts as of December 31,
2019, 2018, and 2017.
Joint Ventures
From time to time we consider joint venture opportunities with institutional investors or other real estate companies. Joint venture
partnerships provide us with additional sources of capital to share investment risk and fund capital requirements. In some
instances, joint venture partnerships provide us with additional local market or product type expertise. For information regarding
joint ventures, see Note 4, ''Investment in Unconsolidated Real Estate Ventures,” to our Consolidated Financial Statements.
7
Developments/Redevelopments
Our regular interaction with tenants and other market participants keep us current on innovations in workplace layout and smart
living. We leverage this information to identify properties primed for development or redevelopment to meet these demands
and realize value. The expertise and relationships that we have built from managing complex construction projects allow us to
add new assets to our portfolio and renovate existing assets in our portfolio.
Business Objective and Strategies for Growth
Our business objective is to deploy capital effectively to maximize our return on investment and thereby maximize our total
return to shareholders. To accomplish this objective we seek to:
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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;
• maximize cash flow through leasing strategies designed to capture rental growth as rental rates increase and as leases
are renewed;
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;
continue to cultivate long-term leasing relationships with a diverse base of high-quality and financially stable tenants;
form joint ventures with high-quality partners having attractive real estate holdings or significant financial resources;
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;
increase the economic diversification of our tenant base while maximizing economies of scale; and
selectively dispose of properties that do not support our long-term business objectives and growth strategies.
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We also consider the following to be important objectives:
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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;
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;
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;
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;
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;
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
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.
We expect to concentrate our real estate activities in markets where we believe that:
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current and projected market rents and absorption statistics justify construction activity;
we can maximize market penetration by accumulating a critical mass of properties and thereby enhance operating
efficiencies;
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
there is potential for economic growth, particularly job growth and industry diversification.
Operational Strategy
We currently expect to continue to operate in markets where we have a concentration advantage due to economies of scale. We
believe that where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation
and the market strength associated with managing multiple properties in the same market. We also intend to selectively dispose
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of properties and redeploy capital if we determine a property cannot meet our long term earnings growth expectations. We believe
that recycling capital is an important aspect of maintaining the overall quality of our portfolio.
Our broader strategy remains focused on continuing to grow earnings, enhance liquidity and strengthen our balance sheet through
capital retention, debt reduction, targeted sales activity and management of our existing and prospective liabilities.
In the long term, we believe that we are well positioned in our current markets and have the expertise to take advantage of both
development and acquisition opportunities, as warranted by market and economic conditions, in new markets that have healthy
long-term fundamentals and strong growth projections. This capability, combined with what we believe is a conservative financial
structure, should allow us to achieve disciplined growth. These abilities are integral to our strategy of having a diverse portfolio
of assets, which will meet the needs of our tenants.
We use experienced on-site construction superintendents, operating under the supervision of project managers and senior
management, to control the construction process and mitigate the various risks associated with real estate development.
In order to fund developments, redevelopments and acquisitions, as well as refurbish and improve existing properties, we
primarily use proceeds from property dispositions, excess cash from operations after satisfying our dividend and other financing
requirements, and external sources of debt and equity capital. The availability of funds for new investments and maintenance
of existing properties largely depends on capital markets and liquidity factors over which we can exert little control.
Competition
The real estate business is highly competitive. Our properties compete for tenants with similar properties primarily on the basis
of location, total occupancy costs (including base rent and operating expenses), services and amenities provided, and the design
and condition of the improvements. We also face competition when attempting to acquire or develop real estate, including
competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension funds, partnerships
and individual investors. Additionally, our ability to compete depends upon trends in the economies of our markets, investment
alternatives, financial condition and operating results of current and prospective tenants, availability and cost of capital,
construction and renovation costs, land availability, our ability to obtain necessary construction approvals, taxes, governmental
regulations, legislation and population trends.
Environmental, Social, and Corporate Governance
As one of the largest, publicly traded real estate companies in the United States, we seek to provide exceptional work environments
for our tenants. Our current and recent developments and redevelopments reflect our commitment to energy efficient buildings
with sustainable operating practices, as we seek to encourage the health and productivity of our tenants, while lowering operating
costs and identifying revenue opportunities.
We are an industry leader in all areas of sustainability with a company-wide pledge to all three pillars of environmental,
social, and corporate governance. Our environmental programs include over 5.4 million square feet of Fitwell Certified
buildings including our FMC Tower which is the very first WELL Core certified project at the Platinum level globally as well
as the first WELL V2 project in the United States. In addition, our year over year reductions of all key indices includes a
reduction of water, energy, and greenhouse gas by 11%, 0.06%, and 1.98%, respectively, and our waste diversion program
prevented nearly 38% of our gross trash production from reaching a landfill in 2019. Our social programming garnered a
perfect score in our 2019 GRESB filing and demonstrates our commitment to stewardship and direct corporate involvement
in the communities and neighborhoods we serve. One of the many highlights of our social vision is our Construction
Apprentice Preparatory Program or CAPP which sponsors a 15-week class-based program to prepare minority candidates
from the local area for entrance exams and jobs with Philadelphia union construction firms; as of December 31, 2019, 48
individuals have graduated the CAPP and been placed. Our corporate governance platform is the bedrock for sound decision
making and promotes transparency coupled with a focus on the long-term interests of our shareholders. This led to an
industry leading ISS Governance Quality Score of 1, in 2019, representing the lowest shareholder risk and the highest score
that ISS awards.
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Item 1A.
Risk Factors
You should carefully consider these risk factors, together with all of the other information included in this Annual Report on
Form 10-K, including our consolidated financial statements and the related notes thereto, before you decide whether to make
an investment in our securities. The risks set out below are not the only risks we face. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, prospects,
financial condition, cash flows, liquidity, funds from operations, results of operations, share price, ability to service our
indebtedness, and/or ability to make cash distributions to our security holders (including those necessary to maintain our REIT
qualification). In such case, the value of our common shares and the trading price of our securities could decline, and you may
lose all or a significant part of your investment. Some statements in the following risk factors constitute forward looking
statements. Please refer to the explanation of the qualifications and limitations on forward-looking statements under “Forward-
Looking Statements” of this Form 10-K.
Adverse economic and geopolitical conditions could have a material adverse effect on our results of operations, financial
condition and our ability to pay distributions to our shareholders.
Our business is affected by global, national and local economic conditions. Our portfolio consists primarily of office buildings
(as compared to real estate companies with portfolios of multiple asset classes). Our financial performance and the value of our
real estate assets, and consequently the value of our securities, are subject to the risk that if our properties do not generate
revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow, results of
operations, financial condition and ability to make distributions to our security holders will be adversely affected. The following
factors, among others, may materially and adversely affect the income generated by our properties and our performance generally:
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adverse changes in international, national or local economic and demographic conditions;
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;
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;
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;
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;
competition from other office and mixed-use properties, and increased supply of such properties;
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;
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;
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;
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
civil disturbances, earthquakes and other natural disasters, or terrorist acts or acts of war may result in uninsured or
underinsured losses.
Our performance is dependent upon the economic conditions of the markets in which our properties are located.
Our results of operations will be significantly influenced by the economies and other conditions of the real estate markets in
which we operate, particularly in Philadelphia, Pennsylvania, the suburbs of Philadelphia, Pennsylvania, Austin, Texas, the
District of Columbia, Northern Virginia and Southern Maryland. Any adverse changes in economic conditions in any of these
economies or real estate markets could negatively affect cash available for distribution and debt service. Our financial performance
and ability to make distributions to our shareholders and pay debt service is particularly sensitive to the economic conditions in
these markets. The local economic climate, which may be adversely impacted by business layoffs or downsizing, industry
slowdowns, changing demographics and other factors, and local real estate conditions, such as demand for office space, operating
expenses and real estate taxes, may affect revenues and the value of properties, including properties to be acquired or developed.
10
We face risks associated with the development of mixed-use commercial properties.
We operate, are currently developing, and may in the future develop, properties either alone or through real estate ventures that
are known as “mixed-use” developments. In addition to the development of office space, mixed-use projects may also include
space for residential, retail, hotel or other commercial purposes. As a result, if a development project consists of a non-office or
non-retail use, we may seek to develop that component ourselves, sell the rights to that component to a third-party developer
with experience in that use, or we may seek to partner with such a developer. If we do not sell the rights or partner with such a
developer, or if we choose to develop the other component ourselves, we would be exposed not only to those risks typically
associated with the development of commercial real estate generally, but also to specific risks associated with the development
and ownership of non-office real estate. In addition, even if we sell the rights to develop certain components or elect to participate
in the development through a real estate venture, we may be exposed to the risks associated with the failure of the other party
to complete the development as expected. These include the risk that the other party would default on its obligations, necessitating
that we complete the other component ourselves (including providing any necessary financing). In the case of residential
properties, these risks also include competition for prospective residents from other operators whose properties may be perceived
to offer a better location or better amenities or whose rent may be perceived as a better value given the quality, location and
amenities that the resident seeks. Because we have limited experience with residential properties, we expect to retain third parties
to manage our residential properties. In the case of hotel properties, the risks also include increases in inflation and utilities that
may not be offset by increases in room rates. We are also dependent on business and commercial travelers and tourism. If we
decide not to sell or participate in a real estate venture and instead hire a third party manager, we would be dependent on their
key personnel to provide services on our behalf and we may not find a suitable replacement if the management agreement is
terminated, or if key personnel leave or otherwise become unavailable to us.
We may suffer adverse consequences due to the financial difficulties, bankruptcy or insolvency of our tenants.
Periodically, our tenants experience financial difficulties, including bankruptcy, insolvency or a general downturn in their
business, and these difficulties may have an adverse effect on our cash flow, results of operations, financial condition and ability
to make distributions to our shareholders. We cannot assure you that any tenant that files for bankruptcy protection will continue
to pay us rent. A bankruptcy filing by or relating to one of our tenants or a lease guarantor would bar efforts by us to collect pre-
bankruptcy debts from that tenant or lease guarantor, or its property, unless we receive an order permitting us to do so from the
bankruptcy court. In addition, we cannot evict a tenant solely because of bankruptcy. The bankruptcy of a tenant or lease guarantor
could delay our efforts to collect past due balances under the relevant leases, and could ultimately preclude collection of these
sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in
full. If, however, a lease is rejected by a tenant in bankruptcy, we would have only a general, unsecured claim for damages. Any
such unsecured claim would only be paid to the extent that funds are available and only in the same percentage as is paid to all
other holders of general, unsecured claims. Restrictions under the bankruptcy laws further limit the amount of any other claims
that we can make if a lease is rejected. As a result, it is likely that we would recover substantially less than the full value of the
remaining rent during the term. See Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of
Operations - Factors that May Influence Future Results of Operations - Tenant Credit Risk.”
An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability
to refinance existing debt or sell assets on favorable terms or at all.
Rising interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest
expense. From time to time, we enter into interest rate swap agreements and other interest rate hedging contracts. While these
agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties
to the agreements will not perform, we could incur significant costs associated with the settlement or termination of the
agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash
flow hedges under the applicable accounting guidance. In addition, an increase in interest rates could decrease the amounts third
parties are willing or able to pay for our assets, thereby limiting our ability to recycle capital and change our portfolio promptly
in response to changes in economic or other conditions.
Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our equity shares
or debt securities.
Our organizational documents do not contain any limitation on the amount of indebtedness we may incur. We are subject to
risks associated with debt financing, such as the insufficiency of cash flow to meet required debt service payment obligations
and the inability to refinance existing indebtedness. If our debt cannot be paid, refinanced or extended at maturity, we may not
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be able to make distributions to shareholders at expected levels or at all. Furthermore, an increase in our interest expense could
adversely affect our cash flow and ability to make distributions to shareholders. If we do not meet our debt service obligations,
any properties securing such indebtedness could be foreclosed on, which would have a material adverse effect on our cash flow
and ability to make distributions and, depending on the number of properties foreclosed on, could threaten our continued viability.
Our degree of leverage could also make us more vulnerable to a downturn in business or the economy in general.
The terms and covenants relating to our indebtedness could adversely impact our economic performance.
Our credit facilities, term loans and the indenture governing our unsecured public debt securities contain (and any new or amended
facility and term loans will contain) restrictions, requirements and other limitations on our ability to incur indebtedness, including
total debt to asset ratios, secured debt to total asset ratios, debt service coverage ratios and minimum ratios of unencumbered
assets to unsecured debt which we must maintain. Our ability to borrow under our credit facilities is subject to compliance with
such financial and other covenants. In the event that we fail to satisfy these covenants, we would be in default under the credit
facilities, the term loans and the indenture and may be required to repay such debt with capital from other sources. Under such
circumstances, other sources of capital may not be available to us, or may be available only at unattractive terms. In addition,
the mortgages on our properties, including mortgages encumbering our unconsolidated real estate ventures, contain customary
covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property
or to discontinue insurance coverage. If we breach covenants in our secured debt agreements, the lenders can declare a default
and take possession of the property securing the defaulted loan.
A downgrading of our debt could subject us to higher borrowing costs.
In the event that our unsecured debt is downgraded by Moody’s Investor Services or Standard & Poor’s from the current ratings,
we would likely incur higher borrowing costs and the market prices of our common shares and debt securities might decline.
We may experience increased operating costs, which might reduce our profitability.
Our properties are subject to increases in operating expenses such as for insurance, real estate taxes, cleaning, electricity, heating,
ventilation and air conditioning, administrative costs and other costs associated with security, landscaping and repairs and
maintenance of our properties. In general, our tenant leases allow us to pass through all or a portion of these costs to them. We
cannot assure you, however, that tenants will actually bear the full burden of these increased costs, or that such increased costs
will not lead them, or other prospective tenants, to seek office space elsewhere. If operating expenses increase, the availability
of other comparable office space in our core geographic markets might limit our ability to increase rents; if operating expenses
increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions
to shareholders.
Our investment in property development or redevelopment may be more costly or difficult to complete than we anticipate.
We intend to continue to develop properties where market conditions warrant such investment. Once made, these investments
may not produce results in accordance with our expectations. Risks associated with our development and construction activities
include:
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unavailability of favorable financing alternatives in the private and public debt markets;
insufficient capital to pay development costs;
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;
dependence on the financial, technology and professional services sector as part of our tenant base;
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;
construction and lease-up delays resulting in increased debt service, fixed expenses and construction or renovation
costs;
expenditure of funds and devotion of management’s time to projects that we do not complete;
the unavailability or scarcity of utilities;
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;
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.
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors that May
Influence Future Results of Operations - Development Risk.”
Our development projects and third party property management business may subject us to certain liabilities.
We may hire and supervise third party contractors to provide construction, engineering and various other services for wholly
owned development projects, development projects undertaken by real estate ventures in which we hold an equity interest and
manage or properties we are managing on behalf of unaffiliated third parties. Certain of these contracts may be structured such
that we are the principal rather than the agent. As a result, we may assume liabilities in the course of the project and be subjected
to, or become liable for, claims for construction defects, negligent performance of work or other similar actions by third parties
we have engaged. Adverse outcomes of disputes or litigation could negatively impact our business, results of operations and
financial condition, particularly if we have not limited the extent of the damages to which we may be liable, or if our liabilities
exceed the amounts of the insurance that we carry. Moreover, our tenants and third party customers may seek to hold us accountable
for the actions of contractors because of our role even if we have technically disclaimed liability as a legal matter, in which case
we may determine it necessary to participate in a financial settlement for purposes of preserving the tenant or customer
relationship.
Acting as a principal may also mean that we pay a contractor before we have been reimbursed, which exposes us to additional
risks of collection in the event of a bankruptcy or insolvency. Similarly, a contractor may file for bankruptcy or commit fraud
before completing a project that we have funded in part or in full. As part of our project management business, we are responsible
for managing various contractors required for a project, including general contractors, in order to ensure that the cost of a project
does not exceed the contract amount and that the project is completed on time. In the event that one or more of the contractors
involved does not, or cannot, perform as a result of bankruptcy or for another reason, we may be responsible for cost overruns,
as well as the consequences of late delivery. In the event that we have not accurately estimated our own costs of providing
services under guaranteed cost contracts, we may be exposed to losses on such contracts.
Our development projects may be dependent on strategic alliances with unaffiliated third parties.
We face challenges in managing our strategic alliances. As our development projects become more complex, the need for trust,
collaboration, and equitable risk-sharing is essential to the success of these projects. The alliances we engage in are driven by
the complementary skills and capabilities of our partners. Despite the diligence performed establishing these alliances, our
objectives may not fully align with those of our partners throughout the development project or projects. Disagreements with
one or more third parties with whom we partner in the development of one or more of the development components may restrict
our ability to act exclusively in our own interests. In addition, failure of one or more third parties with whom we partner to fulfill
obligations to us could result in delays and increased costs to us associated with finding a suitable replacement partner. Increased
costs could require us to revise or abandon our activities entirely with respect to one or more components of the project and, in
such event, we would not recover, and would be required to write-off, costs we had capitalized in development.
We face risks associated with property acquisitions.
We have acquired in the past and intend to continue to pursue the acquisition of properties, including large portfolios that would
increase our size and potentially alter our capital structure. The success of such transactions is subject to a number of factors,
including the risks that:
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we may not be able to obtain financing for such acquisitions on favorable terms;
acquired properties may fail to perform as expected;
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;
the actual costs of repositioning, redeveloping or maintaining acquired properties may be higher than our estimates;
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
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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Acquired properties may subject us to known and unknown liabilities.
Properties that we acquire may be subject to known and unknown liabilities for which we would have no recourse, or only
limited recourse, to the former owners of such properties or otherwise. As a result, if a liability were asserted against us based
upon ownership of acquired property, we might be required to pay significant sums to settle it, which could adversely affect our
financial results and cash flow. Unknown liabilities relating to acquired properties could include:
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liabilities for clean-up of pre-existing disclosed or undisclosed environmental contamination;
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
liabilities incurred in the ordinary course of business.
We may incur impairment charges.
We evaluate on a quarterly basis our real estate portfolios for indicators of impairment. Impairment charges reflect management's
judgment of the probability and severity of the decline in the value of real estate assets and investments we own. These charges
and provisions may be required in the future as a result of factors beyond our control, including, among other things, changes
in our expected holding periods, changes in the economic environment and market conditions affecting the value of real property
assets or natural or man-made disasters. If we are required to take impairment charges, our results of operations could be adversely
impacted.
We have agreed not to sell certain of our properties and to maintain indebtedness subject to guarantees.
We acquired in the past and in the future may acquire properties or portfolios of properties through tax deferred contribution
transactions in exchange for partnership interests in our Operating Partnership. This acquisition structure has the effect, among
other factors, of reducing the amount of tax depreciation we can deduct over the tax life of the acquired properties, and typically
requires that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability
to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. We
have agreed not to sell some of our properties for varying periods of time, in transactions that would trigger taxable income to
the former owners, and we may enter into similar arrangements as a part of future property acquisitions. These agreements
generally provide that we may dispose of the subject properties only in transactions that qualify as tax-free exchanges under
Section 1031 of the Internal Revenue Code or in other tax deferred transactions. Such transactions can be difficult to complete
and can result in the property acquired in exchange for the disposed of property inheriting the tax attributes (including tax
protection covenants) of the sold property. Violation of such tax protection agreements may impose significant costs on us. As
a result, we are restricted with respect to decisions related to financing, encumbering, expanding or selling these properties.
These restrictions on dispositions could limit our ability to sell an asset or pay down partnership debt during a specified time,
or on terms, that would be favorable absent such restrictions.
We have also entered into agreements that provide prior owners of properties with the right to guarantee specific amounts of
indebtedness and, in the event that the specific indebtedness that they guarantee is repaid or reduced, we would be required to
provide substitute indebtedness for them to guarantee. These agreements may hinder actions that we may otherwise desire to
take to repay or refinance guaranteed indebtedness because we would be required to make payments to the beneficiaries of such
agreements if we violate these agreements.
We may be unable to renew leases or re-lease space as leases expire; certain leases may expire early.
If tenants do not renew their leases upon expiration, we may be unable to re-lease the space. Even if the tenants do renew their
leases or if we can re-lease the space, the terms of renewal or re-leasing (including the cost of required renovations) may be less
favorable than the current lease terms. Certain leases grant the tenants an early termination right upon payment of a termination
penalty or if we fail to comply with certain material lease terms. Our inability to renew or release spaces and the early termination
of certain leases could adversely affect our ability to make distributions to shareholders. See Item 7., “Management’s Discussion
and Analysis of Financial Condition and Results of Operations - Factors that May Influence Future Results of Operations -
Tenant Rollover Risk.”
We face significant competition from other real estate developers.
We compete with real estate developers, operators and institutions for tenants and acquisition and development opportunities.
Some of these competitors may have significantly greater financial resources than we have. Such competition may reduce the
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number of suitable investment opportunities available to us, may interfere with our ability to attract and retain tenants and may
increase vacancies, which could result in increased supply and lower market rental rates, reducing our bargaining leverage and
adversely affect our ability to improve our operating leverage. In addition, some of our competitors may be willing (e.g., because
their properties may have vacancy rates higher than those for our properties) to make space available at lower rental rates or
with higher tenant concession percentages than available space in our properties. We cannot assure you that this competition
will not adversely affect our cash flow and our ability to make distributions to shareholders.
Property ownership through unconsolidated real estate ventures may limit our ability to act exclusively in our interest.
We develop, acquire, and contribute properties in unconsolidated real estate ventures with other persons or entities when we
believe circumstances warrant the use of such structures. For information regarding our unconsolidated real estate ventures, see
Note 4, ''Investment in Unconsolidated Real Estate Ventures,” to our Consolidated Financial Statements. We could become
engaged in a dispute with one or more of our venture partners that might affect our ability to operate a jointly-owned property.
Moreover, our venture partners may, at any time, have business, economic or other objectives that are inconsistent with our
objectives, including objectives that relate to the appropriate timing and terms of any sale or refinancing of a property. In some
instances, our venture partners may have competing interests in our markets that could create conflicts of interest. If the objectives
of our venture partners or the lenders to our unconsolidated real estate ventures are inconsistent with our own objectives, we
may not be able to act exclusively in our interests and the value of our investment in the unconsolidated real estate ventures may
be affected.
Because real estate is illiquid, we may be unable to sell properties when in our best interest.
Real estate investments generally, and in particular large office and mixed use properties like those that we own, often cannot
be sold quickly. The capitalization rates at which properties may be sold could be higher than historical rates, thereby reducing
our potential proceeds from sale. Consequently, we may not be able to alter our portfolio promptly in response to changes in
economic or other conditions. In addition, the Internal Revenue Code limits our ability, as a REIT, to sell properties that we have
held for fewer than two years without potential adverse consequences to us. Furthermore, properties that we have developed
and have owned for a significant period of time or that we acquired in exchange for partnership interests in the Operating
Partnership often have a low tax basis. If we were to dispose of any of these properties in a taxable transaction, we may be
required under provisions of the Internal Revenue Code applicable to REITs to distribute a significant amount of the taxable
gain to our shareholders and this could, in turn, impact our cash flow. In some cases, tax protection agreements with third parties
will prevent us from selling certain properties in a taxable transaction without incurring substantial costs. In addition, purchase
options and rights of first refusal held by tenants or partners in unconsolidated real estate ventures may also limit our ability to
sell certain properties. All of these factors reduce our ability to respond to changes in the performance of our investments and
could adversely affect our cash flow and ability to make distributions to shareholders as well as the ability of someone to purchase
us, even if a purchase were in our shareholders’ best interests.
Some potential losses are not covered by insurance.
We currently carry property insurance against all-risks of physical loss or damage (unless otherwise excluded in the policy)
including time element and commercial general liability coverage on all of our properties. There are, however, types of losses,
such as lease and other contract claims, biological, radiological and nuclear hazards and acts of war that generally are not insured.
We cannot assure you that we will be able to renew insurance coverage in an adequate amount or at reasonable prices. In addition,
insurance companies may no longer offer coverage against certain types of losses, such as losses due to earthquakes, terrorist
acts and mold, flood, or, if offered, these types of insurance may be prohibitively expensive. Should an uninsured loss or a loss
in excess of insured limits occur, we could lose all or a portion of the capital we have invested in a property, as well as the
anticipated future revenue from the property. In such an event, we might nevertheless remain obligated for any mortgage debt
or other financial obligations related to the property. We cannot assure you that material losses in excess of insurance proceeds
will not occur in the future. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations,
delay revenue and result in large expenses to repair or rebuild the property. Such events could adversely affect our cash flow
and ability to make distributions to shareholders. If one or more of our insurance providers were to fail to pay a claim as a result
of insolvency, bankruptcy or otherwise, the nonpayment of such claims could have an adverse effect on our financial condition
and results of operations. In addition, if one or more of our insurance providers were to become subject to insolvency, bankruptcy
or other proceedings and our insurance policies with the provider were terminated or cancelled as a result of those proceedings,
we cannot guarantee that we would be able to find alternative coverage in adequate amounts or at reasonable prices. In such
case, we could experience a lapse in any or adequate insurance coverage with respect to one or more properties and be exposed
to potential losses relating to any claims that may arise during such period of lapsed or inadequate coverage.
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In addition to property and casualty insurance, we use a combination of insurance products, some of which include deductibles
and self-insured retention amounts, to provide risk mitigation for the potential liabilities associated with various liabilities,
including workers’ compensation, general contractors, directors and officers and employee health-care benefits. Liabilities
associated with the risks that are retained by us are estimated, in part, by considering historical claims experience and actuarial
assumptions. While we carry general liability and umbrella policies to mitigate such losses on our general liability risks, our
results could be materially impacted by claims and other expenses related to such insurance plans if future occurrences and
claims differ from these assumptions and historical trends or if employee health-care claims which we self-insure up to a set
limit per employee (and which are insured above such self-insured retention amount) exceed our expectations or historical trends.
Terrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on
which our securities are traded.
Terrorist attacks against our properties, or against the United States or our interests, may negatively impact our operations and
the value of our securities. Attacks or armed conflicts could result in increased operating costs; for example, it might cost more
in the future for building security, property and casualty insurance, and property maintenance. As a result of terrorist activities
and other market conditions, the cost of insurance coverage for our properties could also increase. In addition, our insurance
policies may not recover all of our property replacement costs and lost revenue resulting from an attack. We might not be able
to pass through the increased costs associated with such increased security measures and insurance to our tenants, which could
reduce our profitability and cash flow. Furthermore, any terrorist attacks or armed conflicts could result in increased volatility
in or damage to the United States and worldwide financial markets and economy. Such adverse economic conditions could affect
the ability of our tenants to pay rent and our cost of capital, which could have a negative impact on our results.
Our ability to make distributions is subject to various risks.
Historically, we have paid quarterly distributions to our shareholders. Our ability to make distributions in the future will depend
upon:
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the operational and financial performance of our properties;
capital expenditures with respect to existing, developed and newly acquired properties;
general and administrative costs associated with our operation as a publicly-held REIT;
the amount of, and the interest rates on, our debt;
capital needs of our unconsolidated real estate ventures; and
the absence of significant expenditures relating to environmental and other regulatory matters.
Certain of these matters are beyond our control and any adverse changes could have a material adverse effect on our cash flow
and our ability to make distributions to shareholders.
Changes in tax rates and regulatory requirements may adversely affect our cash flow and results of operations.
Because increases in income and service taxes are generally not passed through to tenants under leases, such increases may
adversely affect our cash flow and ability to make expected distributions to shareholders. Our properties are also subject to
various regulatory requirements, such as those relating to the environment, fire and safety. Our failure to comply with these
requirements could result in the imposition of fines and damage awards and could result in a default under some of our tenant
leases. Moreover, the costs to comply with any new or different regulations could adversely affect our cash flow and our ability
to make distributions to shareholders. We cannot assure you that these requirements will not change or that newly imposed
conditions will not require significant expenditures in order to be compliant.
Potential liability for environmental contamination could result in substantial costs.
Under various federal, state and local laws, ordinances and regulations, we may be liable for the costs to investigate and remove
or remediate hazardous or toxic substances on or in our properties, often regardless of whether we know of or are responsible
for the presence of these substances. These costs may be substantial. While we do maintain environmental insurance, we cannot
be assured that our insurance coverage will be sufficient to protect us from all of the aforesaid remediation costs.Also, if hazardous
or toxic substances are present on a property, or if we fail to adequately remediate such substances, our ability to sell or rent the
property or to borrow using that property as collateral may be adversely affected.
Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of
asbestos-containing materials in the event of damage, demolition, renovation or remodeling and also govern emissions of and
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exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing
polychlorinated biphenyls (PCBs) and underground storage tanks are also regulated by federal and state laws. We are also subject
to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria
which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible
individuals. We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect
to the foregoing regulated substances or tanks or related claims arising out of environmental contamination or human exposure
to contamination at or from our properties.
Additionally, we develop, manage, lease and/or operate various properties for third parties. Consequently, we may be considered
to have been or to be an operator of these properties and, therefore, potentially liable for removal or remediation costs or other
potential costs that could relate to hazardous or toxic substances.
We face possible risks associated with the physical effects of climate change.
The physical effects of climate change could have a material adverse effect on our properties, operations and business. For
example, many of our properties are located along the East coast, particularly those in the central business districts of Philadelphia
and Washington, DC. To the extent climate change causes variations in weather patterns, our markets could experience increases
in storm intensity and rising sea-levels. Over time, these conditions could result in declining demand for office space in our
buildings or our inability to operate the buildings at all. Climate change may also have indirect effects on our business by
increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy and
increasing the cost of snow removal at our properties. While we maintain insurance coverage for flooding, we may not have
adequate insurance to cover the associated costs of repair or reconstruction of sites for a major future event, lost revenue, including
from new tenants that could have been added to our properties but for the event, or other costs to remediate the impact of a
significant event. There can be no assurance that climate change will not have a material adverse effect on our properties,
operations or business.
Data security breaches may cause damage to our business and reputation.
In the ordinary course of our business, we maintain sensitive data, including our proprietary business information and the
information of our tenants and business partners, in our data centers and on our networks. The risk of a security breach or
disruption, mainly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber
terrorists, has generally increased in number, intensity and sophistication. Notwithstanding the security measures undertaken,
our information technology may be vulnerable to attacks or breaches resulting in proprietary information being publicly disclosed,
lost or stolen. There can be no assurance that our security efforts and measures will be effective or that attempted security
breaches or disruptions would not be successful or damaging. Protected information, networks, systems and facilities remain
vulnerable because the techniques used in such attempted security breaches evolve and may not be recognized or detected until
launched against a target. Accordingly, we may be unable to anticipate these techniques or to implement adequate security
barriers or other preventative measures.
Data and security breaches could:
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disrupt the proper functioning of our networks and systems and therefore our operations and/or those of our client
tenants;
result in misstated financial reports, violations of loan covenants, missed reporting deadlines, and/or missed permitting
deadlines;
result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as
a REIT;
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;
result in our inability to maintain the building systems relied upon by our client tenants for the efficient use of their
leased space;
require significant management attention and resources to remedy any damages that result;
subject us to claims and lawsuits for breach of contract, damages, credits, penalties, or termination of leases or other
agreements; and/or
damage our reputation among our client tenants and investors generally.
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While we maintain insurance coverage that may, subject to policy terms and conditions including deductibles, cover specific
aspects of cyber risks, such insurance coverage may be insufficient to cover all losses.
Third parties to whom we outsource certain of our functions are also subject to the risks outlined above. We review and assess
the cybersecurity controls of our third party service providers and vendors, as appropriate, and make changes to our business
processes to manage these risks. Data breaches and/or the insolvency of such third parties and vendors may result in us incurring
costs and may have other negative consequences.
Our use of social media presents risks.
The use of social media could cause us to suffer brand damage or unintended information disclosure. Negative posts or
communications about us on a social networking website could damage our reputation. Further, employees or others may disclose
non-public information regarding us or our business or otherwise make negative comments regarding us on social networking
or other websites, which could adversely affect our business and results of operations. As social media evolves, we will be
presented with new risks and challenges.
We may become subject to litigation, which could have a material and adverse effect on our results of operations,
financial condition, cash flow and our ability to pay distributions to our shareholders.
In the future we may become subject to material litigation, including claims relating to our operations, offerings, and otherwise
in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant
judgments against us, some of which are not, or cannot be, insured against. We generally intend to defend ourselves vigorously;
however, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of
matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the
fines, judgments, and settlements exceed insured levels, could materially and adversely impact our financial condition, results
of operations, cash flow and ability to pay distributions to our shareholders.
Americans with Disabilities Act compliance could be costly.
The Americans with Disabilities Act of 1990, or the ADA, requires that all public accommodations and commercial facilities,
including office buildings, meet certain federal requirements related to access and use by disabled persons. Compliance with
ADArequirements could involve the removal of structural barriers from certain disabled persons’entrances which could adversely
affect our financial condition and results of operations. Other federal, state and local laws may require modifications to or restrict
further renovations of our properties with respect to such accesses. Noncompliance by us with the ADA or similar or related
laws or regulations could result in the imposition on us of governmental fines or in awards of damages against us in favor of
private litigants. In addition, changes to existing requirements or enactments of new requirements could require significant
expenditures. Such costs may adversely affect our cash flow and ability to make distributions to shareholders.
Failure to qualify as a REIT would subject us to U.S. federal income tax which would reduce the cash available for
distribution to our shareholders.
We operate our business to qualify to be taxed as a REIT for federal income tax purposes. We have not requested and do not
plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Report are not binding on the IRS or
any court. As a REIT, we generally will not be subject to federal income tax on the income that we distribute currently to our
shareholders. Many of the REIT requirements, however, are highly technical and complex. The determination that we are a
REIT requires an analysis of various factual matters and circumstances that may not be entirely within our control. For example,
to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized
in the REIT tax laws. In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some
issuers. We also are required to distribute to our shareholders with respect to each year at least 90% of our REIT taxable income
(excluding net capital gains). The fact that we hold substantially all of our assets through the Operating Partnership and its
subsidiaries and unconsolidated real estate ventures further complicates the application of the REIT requirements for us. Even
a technical or inadvertent mistake could jeopardize our REIT status and, given the highly complex nature of the rules governing
REITs and the ongoing importance of factual determinations, we cannot provide any assurance that we will continue to qualify
as a REIT. Changes to rules governing corporate taxation, including REITs, were made by legislation commonly known as the
Tax Cuts and Jobs Act (the “TCJA”) and the Protecting Americans From Tax Hikes Act of 2015, signed into law on December
22, 2017 and December 18, 2015, respectively. Congress and the IRS might make further changes to the tax laws and regulations,
and the courts might issue new rulings or interpretations of tax law, that make it more difficult, or impossible, for us to remain
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qualified as a REIT. If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or
more of the statutory savings provisions in order to maintain our REIT status, we would nevertheless be required to pay penalty
taxes of $50,000 or more for each such failure.
If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions
set forth in the Internal Revenue Code, we would be subject to federal income tax at regular corporate rates on all of our income.
As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable
income or pass through long term capital gains to individual shareholders at favorable rates. For tax years beginning before
January 1, 2018, we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes.
We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS
were to grant us relief under certain statutory provisions. If we failed to qualify as a REIT, we would have to pay significant
income taxes, which would reduce our net earnings available for investment or distribution to our shareholders. This likely
would have a significant adverse effect on our earnings and likely would adversely affect the value of our securities. In addition,
we would no longer be required to pay any distributions to shareholders.
Failure of the Operating Partnership (or a subsidiary partnership or unconsolidated real estate venture) to be treated as a
partnership would have serious adverse consequences to our shareholders.
If the IRS were to successfully challenge the tax status of the Operating Partnership or any of its subsidiary partnerships or
unconsolidated real estate ventures for federal income tax purposes, the Operating Partnership or the affected subsidiary
partnership or unconsolidated real estate venture would be taxable as a corporation. In such event, we would cease to qualify
as a REIT and the imposition of a corporate tax on the Operating Partnership, subsidiary partnership or unconsolidated real
estate venture would reduce the amount of cash available for distribution from the Operating Partnership to us and ultimately
to our shareholders.
To maintain our REIT status, we may be forced to borrow funds on a short term basis during unfavorable market
conditions.
As a REIT, we are subject to certain distribution requirements, including the requirement to distribute 90% of our REIT taxable
income. These requirements may result in our having to make distributions at a disadvantageous time or to borrow funds at
unfavorable rates. Compliance with this requirement may hinder our ability to operate solely on the basis of maximizing profits.
We will pay some taxes even if we qualify as a REIT, which will reduce the cash available for distribution to our
shareholders.
Even if we qualify as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes
on our income and properties. For example, we will be subject to income tax to the extent we distribute less than 100% of our
REIT taxable income, including capital gains. Additionally, we will be subject to a 4% nondeductible excise tax on the amount,
if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our
capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited
transactions,” that income will be subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions
of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular
sale or series of sales is/are a prohibited transaction depends on the facts and circumstances related to that sale. We cannot
guarantee that sales of our properties would not be prohibited transactions unless we comply with certain statutory safe-harbor
provisions.
In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for
federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state
corporate income tax. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a
taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary
is limited in its ability to deduct certain interest payments made to an affiliated REIT. In addition, the REIT has to pay a 100%
penalty tax on some payments that it receives or on some deductions taken by a taxable REIT subsidiary if the economic
arrangements between the REIT, the REIT’s customers, and the taxable REIT subsidiary are not comparable to similar
arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as
a REIT we are not subject to federal income tax on that income because not all states and localities follow the federal income
tax treatment of REITs. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have
less cash available for distributions to our shareholders.
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We face possible federal, state and local tax audits.
Because we are organized and qualify as a REIT, we are generally not subject to federal income taxes, but are subject to certain
state and local taxes. Certain entities through which we own real estate have undergone tax audits. There can be no assurance
that future audits will not have a material adverse effect on our results of operations.
Legislation that modifies the rules applicable to partnership tax audits may affect us.
The Bipartisan Budget Act of 2015, effective for taxable years beginning after December 31, 2017, requires our operating
partnership and any subsidiary partnership to pay the hypothetical increase in partner-level taxes (including interest and penalties)
resulting from an adjustment of partnership tax items on audit or in other tax proceedings, unless the partnership elects an
alternative method under which the taxes resulting from the adjustment (and interest and penalties) are assessed at the partner
level. Many uncertainties remain as to the application of these rules, including the application of the alternative method to
partners that are REITs, and the impact they will have on us. However, it is possible, that partnerships in which we invest may
be subject to U.S. federal income tax, interest and penalties in the event of a U.S. federal income tax audit as a result of these
law changes.
Legislative or regulatory tax changes related to REIT’s could materially and adversely affect our business.
At any time, the federal income tax laws or regulations governing REITs or the other administrative interpretations of those
laws or regulations may be changed, possibly with retroactive effect. We cannot predict if or when any new federal income tax
law, regulation or administrative interpretation, or any amendment to any existing federal income tax law, regulation or
administrative interpretation, will be adopted, promulgated or become effective or whether any such law, regulation or
interpretation may take effect retroactively. We and our shareholders could be adversely affected by any such change in, or any
new, federal income tax law, regulation or administrative interpretation.
The Tax Cuts and Jobs Act of 2017 may adversely affect our business.
The TCJA significantly revised the U.S. corporate income tax by, among other things, lowering corporate income tax rates and
implementing a partial limitation on the deduction for business interest expense. The enactment of the TCJA has not significantly
impacted our current tax position and/or REIT status and we estimate, based on currently available information, that it will not
result in a significant impact in the future. The impact of the TCJA may differ from our initial assessment, due to, among other
things, changes in interpretations, assumptions made and guidance that may be issued and actions we may take as a result of
the TCJA. Further, certain changes in law pursuant to the TCJA could reduce the relative competitive advantage of operating
as a REIT as compared with operating as a C corporation, including by:
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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;
permitting immediate expensing of capital expenditures, which could likewise reduce the relative attractiveness of the
REIT taxation regime; and
limiting the deductibility of interest expense, which could increase the distribution requirement of REITs.
Most of the changes applicable to individuals are temporary and apply only to taxable years beginning after December 31, 2017
and before January 1, 2026. The TCJA makes numerous large and small changes to the tax rules that do not affect REITs directly
but may affect our shareholders and may indirectly affect us.
Shareholders are urged to consult with their tax advisors with respect to the TCJA and any other regulatory or administrative
developments and proposals and their potential effect on investment in our capital stock.
If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable, or if we are unable to
identify and complete the acquisition of suitable replacement property to effect a Section 1031 Exchange, we may face
adverse consequences.
From time to time we seek to dispose of properties in transactions that are intended to qualify as tax-deferred “like kind exchanges”
under Section 1031 of the Internal Revenue Code of 1986, as amended (a “Section 1031 Exchange”). It is possible that the
qualification of a transaction as a Section 1031 Exchange could be successfully challenged and determined to be currently
taxable. It is also possible that we are unable to identify and complete the acquisition of suitable replacement property to effect
a Section 1031 Exchange. In any such case, our taxable income and earnings and profits would increase. This could increase
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the dividend income to our shareholders by reducing any return of capital they received. In some circumstances, we may be
required to pay additional dividends or, in lieu of that, corporate income tax, possibly including interest and penalties. As a
result, we may be required to borrow funds in order to pay additional dividends or taxes, and the payment of such taxes could
cause us to have less cash available to distribute to our shareholders. In addition, if a Section 1031 Exchange were later to be
determined to be taxable, we may be required to amend our tax returns for the applicable year in question, including any
information reports we sent our shareholders. Moreover, it is possible that legislation could be enacted that could modify or
repeal the laws with respect to Section 1031 Exchanges, which could make it more difficult or not possible for us to dispose of
properties on a tax deferred basis.
Failure to obtain the tax benefits and remain compliant within Qualified Opportunity Zones and Keystone Opportunity
Zones may have adverse consequences.
Certain of our Properties have the benefit of governmental tax incentives for development in areas and neighborhoods which
have not historically seen robust commercial development. These incentives typically have specific sunset provisions and may
be subject to governmental discretion in the eligibility or award of the applicable incentives. We invest and plan to continue to
heavily invest in Qualified Opportunity Zones as part of the federal program and Keystone Opportunity Zones in Pennsylvania
due to the related tax benefits. The expiration of these incentive programs or the inability of potential tenants or users to be
eligible for or to obtain governmental approval of the incentives may have an adverse effect on the value of our Properties and
on our cash flow and net income, and may result in impairment charges. In addition, the failure to remain compliant with such
programs may result in significant tax burdens.
Competition for skilled personnel could increase labor costs.
We compete with various other companies in attracting and retaining qualified and skilled personnel. We depend on our ability
to attract and retain skilled management personnel who are responsible for the day-to-day operations of our company. Competitive
pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. We may not be
able to offset such added costs by increasing the rates we charge our tenants. If there is an increase in these costs or if we fail
to attract and retain qualified and skilled personnel, our business and operating results could be harmed.
We are dependent upon our key personnel.
We are dependent upon our key personnel, particularly Gerard H. Sweeney - President and Chief Executive Officer, Thomas
Wirth - Executive Vice President and Chief Financial Officer, Jeffrey DeVuono - Executive Vice President and Senior Managing
Director, William Redd – Executive Vice President and Senior Managing Director and George Johnstone - Executive Vice
President, Operations. Among the reasons that Messrs. Sweeney, Wirth, DeVuono, Redd and Johnstone are important to our
success is that each has a favorable reputation, which attracts business and investment opportunities and assists us in negotiations
with lenders, unconsolidated real estate venture partners and other investors. If we lost their services, our relationships with
lenders, potential tenants and industry personnel could be affected. We are dependent on our other executive officers for strategic
business direction and real estate experience. Loss of their services could adversely affect our operations.
Certain limitations will exist with respect to a third party’s ability to acquire us or effectuate a change in control.
Limitations imposed to protect our REIT status. In order to protect us against the loss of our REIT status, our Declaration of
Trust limits any shareholder from owning more than 9.8% in value of our outstanding shares, although we have granted in the
past, and may continue to grant in the future certain waivers of this limitation to certain shareholders under certain conditions.
The ownership limit may have the effect of precluding acquisition of control of us. If anyone acquires shares in excess of the
ownership limit, we may:
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consider the transfer to be null and void;
not reflect the transaction on our books;
institute legal action to stop the transaction;
not pay dividends or other distributions with respect to those shares;
not recognize any voting rights for those shares; and
consider the shares held in trust for the benefit of a person to whom such shares may be transferred.
Limitation due to our ability to issue preferred shares. Our Declaration of Trust authorizes our Board of Trustees to cause us to
issue preferred shares, without limitation as to amount and without shareholder consent. Our Board of Trustees is able to establish
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the preferences and rights of any preferred shares issued and these shares could have the effect of delaying or preventing someone
from taking control of us, even if a change in control were in our shareholders’ best interests.
Maryland Control Share Acquisition Act. Maryland law provides that “control shares” of a REIT acquired in a “control share
acquisition” shall have no voting rights except to the extent approved by a vote of two-thirds of the vote eligible to be cast on
the matter under the Maryland Control Share Acquisition Act. Shares construed as “control shares” means that, if aggregated
with all other shares previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the
exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in
electing trustees within one of the following ranges of voting power: one-tenth or more but less than one-third, one-third or more
but less than a majority or a majority or more of all voting power. Control shares do not include shares the acquiring person is
then entitled to vote as a result of having previously obtained shareholder approval. A “control share acquisition” means the
acquisition of control shares, subject to certain exceptions. If voting rights or control shares acquired in a control share acquisition
are not approved at a shareholder’s meeting, then subject to certain conditions and limitations the issuer may redeem any or all
of the control shares for fair value. If voting rights of such control shares are approved at a shareholder’s meeting and the acquirer
becomes entitled to vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights. Any control
shares acquired in a control share acquisition that are not exempt under our Bylaws are subject to the Maryland Control Share
Acquisition Act. Our Bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions
by any person of our shares. We cannot assure you that this provision will not be repealed, amended or eliminated by us at any
time in the future.
Advance Notice Provisions for Shareholder Nominations and Proposals. Our bylaws require advance notice for shareholders
to nominate persons for election as trustees at, or to bring other business before, any meeting of our shareholders. This bylaw
provision limits the ability of shareholders to make nominations of persons for election as trustees or to introduce other proposals
unless we are notified in a timely manner prior to the meeting.
Many factors can have an adverse effect on the market value of our securities.
A number of factors might adversely affect the price of our securities, many of which are beyond our control. These factors
include:
•
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;
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);
perception by market professionals of REITs generally and REITs comparable to us in particular;
level of institutional investor interest in our securities;
relatively low trading volumes in securities of REITs;
our results of operations and financial condition; and
investor confidence in the stock market generally.
•
•
•
•
•
•
The market value of our common shares is based primarily upon the market’s perception of our growth potential and our current
and potential future earnings and cash distributions. Consequently, our common shares may trade at prices that are higher or
lower than our net asset value per common share. If our future earnings or cash distributions are less than expected, it is likely
that the market price of our common shares will diminish.
Additional issuances of equity securities may be dilutive to shareholders.
The interests of our shareholders could be diluted if we issue additional equity securities to finance future developments or
acquisitions or to repay indebtedness. Our Board of Trustees may authorize the issuance of additional equity securities without
shareholder approval. In addition, we generally maintain a continuous offering program, which allows us to issue shares in at
the market offerings. Our ability to execute our business strategy depends upon our access to an appropriate blend of debt
financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including
the issuance of common and preferred equity.
22
The issuance of preferred securities may adversely affect the rights of holders of our common shares.
Because our Board of Trustees has the power to establish the preferences and rights of each class or series of preferred shares,
we may afford the holders in any series or class of preferred shares preferences, distributions, powers and rights, voting or
otherwise, senior to the rights of holders of common shares. Our Board of Trustees also has the power to establish the preferences
and rights of each class or series of units in the Operating Partnership, and may afford the holders in any series or class of
preferred units preferences, distributions, powers and rights, voting or otherwise, senior to the rights of holders of common units.
If we fail to maintain an effective system of integrated internal control over financial reporting, we may not be able to
accurately report our financial results.
An effective system of internal control over financial reporting is necessary for us to provide reliable financial reports, prevent
fraud and operate successfully as a public company. As part of our ongoing monitoring of internal controls, we may discover
material weaknesses or significant deficiencies in our internal controls that require remediation. If we discover such weaknesses,
we will make efforts to improve our internal controls in a timely manner. Any system of internal controls, however well designed
and operated, is based in part on certain assumptions and can only provide reasonable, not absolute, assurance that the objectives
of the system are met. Any failure to maintain effective internal controls, or implement any necessary improvements in a timely
manner, could have a materially adverse effect on our business and operating results, or cause us not to meet our reporting
obligations, which could affect our ability to remain listed with the New York Stock Exchange. Ineffective internal controls
could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect
on the trading price of our securities.
Changes in accounting pronouncements could adversely affect our operating results, in addition to the reported financial
performance of our tenants.
Accounting policies and methods are fundamental to how we record and report our financial condition and results of operations.
Uncertainties posed by various initiatives of accounting standard-setting by the Financial Accounting Standards Board and the
Securities and Exchange Commission, which create and interpret applicable accounting standards for U.S. companies, may
change the financial accounting and reporting standards or their interpretation and application of these standards that govern
the preparation of our financial statements.
These changes could have a material effect on our reported financial condition and results of operations. In some cases, we
could be required to apply a new or revised standard retroactively, resulting in potentially material restatements of prior period
financial statements. Similarly, these changes could have a material impact on our tenants’ reported financial condition or results
of operations or could affect our tenants’ preferences regarding leasing real estate.
Discontinuation of the London interbank offered rate and transition to an alternative benchmark could adversely affect our
operating results
On July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates the London
interbank offered rate (“LIBOR”), announced that the FCA will no longer persuade or compel banks to submit rates for the
calculation of the LIBOR benchmark after 2021. This announcement indicates that the continuation of LIBOR on the current
basis cannot be guaranteed after 2021, and there is a substantial risk that LIBOR will be discontinued or modified by 2021. Our
variable rate debt and derivative financial instruments are indexed to LIBOR and failure by market participants and regulators
to successfully replace LIBOR could result in disruption in the financial markets which could have a negative impact on our
results of operations and our variable rate debt.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
Overview
As of December 31, 2019, we owned 95 properties that contain an aggregate of approximately 16.7 million net rentable square
feet and consist of 86 office properties and four mixed-use properties (collectively, the "Core Properties"), one development
23
property and four redevelopment properties (collectively, the "Properties"). The properties are located in or near Philadelphia,
Pennsylvania; Austin, Texas; Metropolitan Washington, D.C.; Southern New Jersey; and Wilmington, Delaware. As of
December 31, 2019, the properties, excluding properties under development and redevelopment, were approximately 93.0%
occupied. As of December 31, 2019, we also owned economic interests in seven unconsolidated real estate ventures (collectively,
the “Real Estate Ventures”) See Note 4, ''Investment in Unconsolidated Real Estate Ventures,” to our Consolidated Financial
Statements for further information.
Property Statistics
The following table shows lease expirations for the Core Properties as of December 31, 2019, during each of the next 10 years
and thereafter. This table assumes no exercise of renewal options or termination rights:
Year of Lease Expiration December 31,
2020 ...................................................................................................................
2021 ...................................................................................................................
2022 ...................................................................................................................
2022 ...................................................................................................................
2024 ...................................................................................................................
2025 ...................................................................................................................
2026 ...................................................................................................................
2027 ...................................................................................................................
2028 ...................................................................................................................
2029 ...................................................................................................................
2030 and thereafter ............................................................................................
Rentable
Square Feet (in
thousands)
Final Annualized
Base Rent Under
Expiring Leases
(a) (in thousands)
Percentage of
Total Final
Annualized Base
Rent Under
Expiring Leases
1,146
1,899
2,115
842
1,393
1,151
1,189
867
790
1,292
2,298
14,982
$
38,452
61,709
73,240
29,666
52,171
45,128
43,959
34,955
27,980
55,248
99,693
562,201
6.9%
11.0%
13.0%
5.3%
9.3%
8.0%
7.8%
6.2%
5.0%
9.8%
17.7%
100.0%
(a) 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.
The following table shows the geographic locations for the Core Properties as of December 31, 2019. For more information
about our geographic locations, see Note 18, ''Segment Information" to our Consolidated Financial Statements:
Location
Philadelphia........................................
Pennsylvania Suburbs ........................
Austin.................................................
Metropolitan Washington, D.C. .........
Other ..................................................
Number of
Properties
Net Rentable
Square Feet (in
thousands)
Percentage
Leased as of
December 31,
2019
Leased Square
Feet (in
thousands)
Total Base
Rent (a) (in
thousands)
Percentage
of Base
Rent
11
43
21
8
7
90
6,249
4,806
2,968
1,467
620
16,110
98.6%
96.2%
96.7%
83.1%
81.7%
95.5%
6,164
4,625
2,870
1,220
507
15,386
$
$
163,907
126,151
62,481
35,842
7,806
396,187
41.4%
31.8%
15.8%
9.0%
2.0%
100.0%
(a) Represents base rents earned during the year, including tenant reimbursements, and excludes parking income, tenant inducements, and deferred market
rent adjustments.
24
The following table shows the major tenants of the Core Properties as of December 31, 2019 and assumes that none of the tenants
exercise renewal options or termination rights, if any, at or prior to scheduled expirations:
Tenant Name
Annualized Base
Rents (a) (in
thousands)
Percentage of Aggregate
Annualized Base Rents
IBM, Inc..........................................................................................................................
$
Comcast Corporation ......................................................................................................
FMC Corporation............................................................................................................
Pepper Hamilton LLC.....................................................................................................
CSL Behring, LLC..........................................................................................................
Lincoln National Management Co..................................................................................
Dechert LLP....................................................................................................................
Northrop Grumman Corporation ....................................................................................
Macquarie US .................................................................................................................
Independence Blue Cross, LLC ......................................................................................
Other ...............................................................................................................................
$
23,993
14,055
10,579
10,106
9,749
9,238
8,167
8,161
8,005
7,405
390,366
499,824
4.8%
2.8%
2.1%
2.0%
2.0%
1.8%
1.6%
1.6%
1.6%
1.5%
78.2%
100.0%
(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.
Developments/Redevelopments
As of December 31, 2019, we were developing/redeveloping 0.6 million rentable square feet of office properties.
Item 3.
Legal Proceedings
We are involved from time to time in legal proceedings, including tenant disputes, vendor disputes, employee disputes and
disputes arising out of agreements to purchase or sell properties or unconsolidated real estate ventures and disputes relating to
state and local taxes. We generally consider these disputes to be routine to the conduct of our business and management believes
that the final outcome of such proceedings will not have a material adverse effect on our financial position, results of operations
or liquidity.
Item 4.
Mine Safety Disclosures
Not applicable.
25
PART II
Item 5.
Equity Securities
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of
The common shares of Brandywine Realty Trust are traded on the New York Stock Exchange (“NYSE”) under the symbol
“BDN.” There is no established trading market for units of partnership interests in the Operating Partnership. On February 26,
2020, there were 570 holders of record of our common shares and 22 holders of record (in addition to Brandywine Realty Trust)
of Class A units of limited partnership interest in the Operating Partnership. On February 26, 2020, the last reported sales price
of the common shares on the NYSE was $14.93.
For each quarter in 2019 and 2018, the Operating Partnership paid a cash distribution per Class A unit in an amount equal to the
dividend paid on a common share for each such quarter.
In order to maintain the status of Brandywine Realty Trust as a REIT, we must make annual distributions to shareholders of at
least 90% of our taxable income (not including net capital gains). Future distributions will be declared at the discretion of our
Board of Trustees and will depend on our actual cash flow, financial condition and capital requirements, the annual distribution
requirements under the REIT provisions of the Internal Revenue Code and such other factors as our Board of Trustees deem
relevant. Our credit facilities contain certain restrictions on the payment of dividends. Those restrictions permit us to pay
dividends to the greater of (i) an aggregate amount required by us to retain our qualification as a REIT for Federal income tax
purposes and (ii) 95% of our funds from operations (FFO). See Item 7., “Selected Financial Date – Liquidity,” and Note 8, ''Debt
Obligations,” to our Consolidated Financial Statements for further details.
Our Board of Trustees has adopted a dividend policy designed such that our quarterly distributions are consistent with our
normalized annualized taxable income. We expect to make future quarterly distributions to shareholders; however, the timing
and amount of future distributions will be at the discretion of our Board and will depend on our actual funds from operations,
financial condition and capital requirements and the annual distribution requirements under the REIT provisions of the Code.
See Note 14, ''Share Based Compensation, 401(k) Plan and Deferred Compensation," to our Consolidated Financial Statements
for information related to compensation plans under which our common shares are authorized for issuance. See Note 12,
''Beneficiaries' Equity of the Parent Company,” to our Consolidated Financial Statements for further information related to our
share repurchase program during the year ended December 31, 2019.
In 2019, we redeemed 1,245 Class A units of limited partnership interest held by unaffiliated third parties for shares of common
stock.
26
SHARE PERFORMANCE GRAPH
The SEC requires us to present a chart comparing the cumulative total shareholder return on the common shares with the
cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following
chart compares the cumulative total shareholder return for the common shares with the cumulative shareholder return of
companies on (i) the S&P 500, (ii) the NAREIT All Equity REIT Index, (iii) the Russell 2000 and (iv) the NAREIT Equity
Office Index for the period beginning December 31, 2014 and ending December 31, 2019 and assumes an investment of $100,
with reinvestment of all dividends, has been made in the common shares and in each index on December 31, 2014.
Period Ending
Index
S&P 500 Index ...............................
NAREIT All Equity REIT Index ...
Russell 2000 Index.........................
NAREIT Equity Office Index ........
Brandywine Realty Trust ...............
12/31/2014
100.00
12/31/2015
101.38
12/31/2016
113.51
12/31/2017
138.29
12/31/2018
132.23
12/31/2019
173.86
100.00
100.00
100.00
100.00
102.83
95.59
100.29
89.17
111.70
115.95
113.49
112.37
121.39
132.94
119.45
128.59
116.48
118.30
102.13
95.08
149.86
148.49
134.22
122.58
27
Item 6.
Selected Financial Data
The following table sets forth selected financial and operating data and should be read in conjunction with the financial statements
and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in
this report.
Brandywine Realty Trust
(in thousands, except per common share data and number of properties)
Years Ended December 31,
Operating Results
Total revenue
Net income (loss)
Income (loss) allocated to Common Shares
Income (loss) per Common Share
Basic
Diluted
Cash distributions declared per Common
Share
Balance Sheet Data
Operating real estate investments, net
Total assets
Total indebtedness
Total liabilities
Noncontrolling interest
Brandywine Realty Trust’s equity
Other Data
Cash flows from:
Operating activities
Investing activities
Financing activities
Funds from operations (FFO) (a)
Property Data
Number of properties owned at year end
Net rentable square feet owned at year end
2019
2018
2017
2016
2015
$
580,417
$
544,345
$
520,493
$
525,463
$
602,631
34,529
33,871
135,472
134,149
121,177
114,633
39,449
31,907
(29,662)
(36,562)
$
$
$
0.19
0.19
0.76
$
$
$
0.75
0.75
0.73
$
$
$
0.65
0.65
0.66
$
$
$
0.18
0.18
0.63
$
$
$
(0.21)
(0.21)
0.60
$ 3,054,797
$ 3,066,312
$ 2,917,527
$ 3,163,202
$ 3,207,431
4,075,969
2,144,418
2,387,666
10,426
4,076,976
2,028,046
2,265,948
12,201
3,975,718
1,930,828
2,148,848
17,258
4,080,164
2,013,112
2,215,776
16,933
4,536,515
2,384,717
2,602,420
18,044
1,677,877
1,798,827
1,809,612
1,847,455
1,916,051
$
233,910
$
227,349
$
182,581
$
173,800
$
197,154
(130,339)
(35,612)
253,347
(214,506)
(193,074)
247,617
79,801
500,910
(253,558)
(536,786)
229,143
166,903
(166,452)
(231,510)
261,717
95
16,711
97
16,777
93
16,412
113
17,618
179
23,015
28
Brandywine Operating Partnership, L.P.
(in thousands, except per common partnership unit data and number of properties)
Years Ended December 31,
Operating Results
Total revenue.................................................
Net income (loss) ..........................................
Income (loss) per Common Partnership
Unit
2019
2018
2017
2016
2015
$
580,417
$
544,345
$
520,493
$
525,463
$
602,631
34,529
135,472
121,177
39,449
(29,662)
Basic ...........................................................
Diluted ........................................................
Cash distributions declared per Common
Partnership Unit ............................................
Balance Sheet Data
$
$
$
0.19
0.19
0.76
$
$
$
0.75
0.75
0.73
$
$
$
0.65
0.65
0.66
$
$
$
0.18
0.18
0.63
$
$
$
(0.21)
(0.21)
0.60
Operating real estate investments, net...........
$ 3,054,797
$ 3,066,312
$ 2,917,527
$ 3,163,202
$ 3,207,431
Total assets ....................................................
Total indebtedness.........................................
Total liabilities...............................................
Redeemable limited partnership units...........
Brandywine Operating Partnership’s equity .
Noncontrolling interest .................................
Other Data
Cash flows from:
Operating activities.....................................
Investing activities ......................................
Financing activities.....................................
Funds from operations (FFO) (a) ..................
Property Data
Number of properties owned at year end ......
Net rentable square feet owned at year end ..
4,075,969
2,144,418
2,387,666
15,388
4,076,976
2,028,046
2,265,948
12,520
3,975,718
1,930,828
2,148,848
26,918
4,080,164
2,013,112
2,215,776
23,795
4,536,515
2,384,717
2,602,420
22,114
1,671,824
1,796,316
1,797,740
1,838,443
1,909,949
1,091
2,192
2,215
2,150
2,032
$
233,910
$
227,349
$
182,581
$
173,800
$
197,154
(130,339)
(35,612)
253,347
(214,506)
(193,074)
247,617
79,801
500,910
(253,558)
(536,786)
229,143
166,903
(166,452)
(231,510)
261,717
95
16,711
97
16,777
93
16,412
113
17,618
179
23,015
Prior periods have been adjusted to correct for the effects of errors discussed in Note 2, "Summary of Significant Accounting Policies," to our Consolidated
Financial Statements.
(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.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements appearing elsewhere herein
and is based primarily on our Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017. This
report including the following discussion, contains forward-looking statements, which we intend to be covered by the safe-
harbor provisions of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of
1934, as amended. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions,
as they relate to us, are intended to identify forward-looking statements. Although we believe that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be
achieved. These forward-looking statements are inherently uncertain, and actual results may differ from expectations. “See
“Forward-Looking Statements” immediately before Part I of this report.
29
OVERVIEW
During the twelve months ended December 31, 2019, we owned and managed properties within five markets: (1) Philadelphia
Central Business District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas, (4) Metropolitan Washington,
D.C., and (5) Other. The Philadelphia CBD segment includes properties located in the City of Philadelphia, Pennsylvania. The
Pennsylvania Suburbs segment includes properties in Chester, Delaware and Montgomery counties in the Philadelphia suburbs.
The Austin, Texas segment includes properties in the City of Austin, Texas. The Metropolitan Washington, D.C. segment includes
properties in Northern Virginia, Washington, D.C. and southern Maryland. The Other segment includes properties in Camden
County, New Jersey and properties in New Castle County, Delaware. In addition to the five markets, our corporate group is
responsible for cash and investment management, development of certain real estate properties during the construction period,
and certain other general support functions.
We generate cash and revenue from leases of space at our properties and, to a lesser extent, from the management of properties
owned by third parties and from investments in the Real Estate Ventures. Factors that we evaluate when leasing space include
rental rates, costs of tenant improvements, tenant creditworthiness, current and expected operating costs, the length of the lease
term, vacancy levels, and demand for space. We also generate cash through sales of assets, including assets that we do not view
as part of our Core Properties, either because of location or expected growth potential, and assets that are commanding premium
prices from third party investors.
The following highlights our key financial results for the year ended December 31, 2019:
•
•
•
•
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.
Factors that May Influence Future Results of Operations
Global Market and Economic Conditions
In the U.S., market and economic conditions have been improving, characterized by more availability to credit and modest
growth. While recent economic data reflects modest growth, the cost and availability of credit may be adversely affected by
illiquid credit markets and wider credit spreads. Volatility in the U.S. and international markets and economies may adversely
affect our liquidity and financial condition, and the liquidity and financial condition of our tenants.Any adverse market conditions
may limit our ability, as well as the ability of our tenants, to timely refinance maturing liabilities and access capital markets to
meet liquidity needs.
Real Estate Asset Valuation
General economic conditions and the resulting impact on market conditions or a downturn in tenants’ businesses may adversely
affect the value of our assets. Challenging economic conditions in the U.S., declining demand for leased office, retail, or mixed-
use properties and/or a decrease in market rental rates and/or market values of real estate assets in our submarkets could have
a negative impact on the value of our Properties. If we were required under GAAP to write down the carrying value of any of
our Properties due to impairment, or if as a result of an early lease termination we were required to remove or dispose of material
amounts of tenant improvements that are not reusable to another tenant, our financial condition and results of operations could
be negatively affected.
Leasing Activity and Rental Rates
The amount of net rental income generated by our Properties depends principally on our ability to maintain the occupancy rates
of currently leased space and to lease currently available space, newly developed or redeveloped properties and space available
from unscheduled lease terminations. The amount of rental income we generate also depends on our ability to maintain or
30
increase rental rates in our submarkets. Negative trends in one or more of these factors could adversely affect our rental income
in future periods.
Equity Method Investment Valuation
Our equity method investments, consisting of our investments in unconsolidated real estate ventures, may be adversely affected
by changes in the real estate markets in which they operate. Under the equity method, unconsolidated real estate ventures are
recorded initially at cost and subsequently adjusted for equity in earnings, cash contributions, less distributions and
impairments. As required under accounting rules, we evaluate and assess our equity method investments for other than temporary
impairment at least quarterly. In valuing our equity method investments, fair value is determined through various valuation
techniques, including but not limited to, discounted cash flow models, quoted market values and third party appraisals. However,
such quoted data and other market information can vary, even for the same properties. To the extent that the real estate markets
deteriorate or we are unable to lease our development projects, it could result in declines in the fair value of our equity method
investments that are other than temporary and, we may realize losses that never materialize or we may fail to recognize losses
in the appropriate period. Rapidly changing conditions in the real estate markets in which we operate increase the complexity
of valuing our equity method investments. Our judgments and methodologies materially impact the valuation of the investments
as reported in our financial statements.
Development and Redevelopment Programs
Historically, a significant portion of our growth has come from our development and redevelopment efforts. We have a proactive
planning process by which we continually evaluate the size, timing, costs, and scope of our development and redevelopment
programs and, as necessary, scale activity to reflect the economic conditions and the real estate fundamentals that exist in our
strategic submarkets. We are currently proceeding with certain development and redevelopment projects, and we take a cautious
and selective approach when determining if a certain development or redevelopment project will benefit our portfolio.
In addition, we may be unable to lease committed development or redevelopment properties at underwritten rental rates or within
projected timeframes or complete development or redevelopment properties on schedule or within budgeted amounts, which
could adversely affect our financial condition, results of operations and cash flow.
Financial and Operating Performance
Our financial and operating performance is dependent upon the demand for office, residential and retail space in our markets,
our leasing results, our acquisition, disposition and development activity, our financing activity, our cash requirements and
economic and market conditions, including prevailing interest rates.
Adverse changes in economic conditions could result in a reduction of the availability of financing and potentially in higher
borrowing costs. Vacancy rates may increase, and rental rates may decline, during 2020 and possibly beyond as the current
economic climate may negatively impact tenants.
Overall economic conditions, including but not limited to higher unemployment and deteriorating financial and credit markets,
could have a dampening effect on the fundamentals of our business, including increases in past due accounts, tenant defaults,
lower occupancy and reduced effective rents. These adverse conditions would negatively affect our future net income and cash
flows and could have a material adverse effect on our financial condition. We believe that the quality of our assets and our strong
balance sheet will enable us to raise debt capital, if necessary, in various forms and from different sources, including a traditional
term or secured loans from banks, pension funds and life insurance companies. However, there can be no assurance that we will
be able to borrow funds on terms that are economically attractive or at all.
31
The table below summarizes selected operating and leasing statistics of our wholly owned operating properties for the year
ended December 31, 2019:
Year Ended December 31,
2019
2018
Leasing Activity
Core Properties (1):
Total net rentable square feet owned ..................................................................................
Occupancy percentage (end of period) ...............................................................................
Average occupancy percentage...........................................................................................
16,110,042
16,273,781
93.0%
92.7%
93.3%
92.9%
Total Portfolio, less properties in development (2):
Tenant retention rate (3)......................................................................................................
New leases and expansions commenced (square feet) .......................................................
Leases renewed (square feet)..............................................................................................
Net absorption (square feet)................................................................................................
Percentage change in rental rates per square feet (4):
65.8%
72.6%
1,113,029
852,760
45,618
708,218
846,313
(2,863)
New and expansion rental rates........................................................................................
Renewal rental rates .........................................................................................................
Combined rental rates.......................................................................................................
13.3%
11.6%
12.1%
Capital Costs Committed (5):
Leasing commissions (per square feet) ............................................................................ $
Tenant Improvements (per square feet)............................................................................ $
Weighted average lease term (years)................................................................................
Total capital per square foot per lease year ...................................................................... $
7.94
25.25
7.4
4.76
$
$
$
24.3%
7.5%
12.9%
4.93
15.76
6.5
2.68
Includes leasing related to completed developments and redevelopments, as well as sold properties.
(1) Does not include properties under development, redevelopment, held for sale, or sold.
(2)
(3) Calculated as percentage of total square feet.
(4)
(5) Calculated on a weighted average basis.
Includes base rent plus reimbursement for operating expenses and real estate taxes.
In seeking to increase revenue through our operating, financing, and investment activities, we also seek to minimize operating
risks, including (i) tenant rollover risk, (ii) tenant credit risk and (iii) development risk.
Tenant Rollover Risk:
We are subject to the risk that tenant leases, upon expiration, will not be renewed, that space may not be relet, or that the terms
of renewal or reletting (including the cost of renovations) may be less favorable to us than the current lease terms. Leases that
accounted for approximately 6.9% of our aggregate final annualized base rents as of December 31, 2019 (representing
approximately 7.7% of the net rentable square feet of the properties) are scheduled to expire without penalty in 2020. We maintain
an active dialogue with our tenants in an effort to maximize lease renewals. If we are unable to renew leases or relet space under
expiring leases, at anticipated rental rates, or if tenants terminate their leases early, our results of operations and cash flow would
be adversely impacted.
Tenant Credit Risk:
In the event of a tenant default, we may experience delays in enforcing our rights as a landlord and may incur substantial costs
in protecting our investment. Our management regularly evaluates our accounts receivable reserve policy in light of our tenant
base and general and local economic conditions. Our accounts receivable allowance was $8.0 million or 4.0% of total receivables
(including accrued rent receivable) as of December 31, 2019 compared to $12.9 million or 6.6% of total receivables (including
accrued rent receivable) as of December 31, 2018.
32
If economic conditions deteriorate, we may experience increases in past due accounts, defaults, lower occupancy and reduced
effective rents. This condition would negatively affect our future net income and cash flows and could have a material adverse
effect on our financial condition.
Development Risk:
Development projects are subject to a variety of risks, including construction delays, construction cost overruns, inability to
obtain financing on favorable terms, inability to lease space at projected rates, inability to enter into construction, development
and other agreements on favorable terms, and unexpected environmental and other hazards. See Item 1A., “Risk Factors.”
As of December 31, 2019 the following development and redevelopment projects remain under construction in progress and
we were proceeding on the following activity (dollars, in thousands):
Property/Portfolio Name
Location
The Bulletin Building (a)
Philadelphia, PA
405 Colorado Street (b)
426 W. Lancaster Avenue (c)
Austin, TX
Devon, PA
Expected
Completion
Q2 2020
Q4 2020
Q1 2019
Activity Type
Redevelopment
Development
Redevelopment
Approximate
Square Footage/
Units
Estimated Costs
Amount
Funded
283,000
$
84,800
$
56,600
204,000
56,000
114,000
14,900
29,900
12,800
(a)
(b)
(c)
Estimated costs include $37.8 million of building basis, representing the acquisition cost.
Estimated costs includes $2.1 million of existing property basis through a ground lease. Project includes 520 parking spaces.
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.
In addition to the properties listed above, we have classified two properties in Philadelphia, Pennsylvania as redevelopment. As
of December 31, 2019, there has not been material construction spend on these projects.
Although we continue to evaluate opportunities to acquire assets, the abundance of capital and demand for assets has resulted
in increasing prices. As a result, in the current environment, we are able to develop properties at a cost per square foot that is
generally less than the cost at which we can acquire existing properties, thereby generating relatively better returns with lower
annual maintenance expenses and capital costs. Accordingly, we believe that successful lease-up and completion of our
development pipeline will enhance our long-term return on equity and earnings growth as these developments are placed in-
service.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our Consolidated Financial
Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of
America (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Certain
accounting policies are considered to be critical accounting policies, as they require management to make assumptions about
matters that are highly uncertain at the time the estimate is made and changes in the accounting estimate are reasonably likely
to occur from period to period. We believe the following critical accounting policies affect our more significant judgments and
estimates used in the preparation of our consolidated financial statements.
Impairment
We assess each of our real estate investments for indicators of impairment quarterly or when circumstances indicate that a real
estate investment may be impaired. When indicators of potential impairment are present that suggest that the carrying amounts
of real estate investments and related intangible assets may not be recoverable, we assess the recoverability by determining
whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected
from the use of the assets and their eventual disposition over, in most cases, a ten-year holding period. If we believe there is a
significant possibility that we might dispose of the assets earlier, we assess the recoverability using a probability weighted
analysis of the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition
of the assets over the various possible holding periods. If the recoverability assessment indicates that the carrying value of a
tested real estate investment is not recoverable from estimated undiscounted future cash flows, it is written down to its estimated
33
fair value and an impairment is recognized. If and when our plans change, we revise our recoverability analyses to use the cash
flows expected from the operations and eventual disposition of each asset using holding periods that are consistent with our
revised plans.
Real estate investment fair values are estimated based on contract prices, discounted cash flows, or comparable sales. Estimated
future cash flows used in such analyses are based on our views of market and economic conditions. The estimation of future
cash flows is subjective and is based on various assumptions, including but not limited to market rental rates, capitalization
rates, and recent sales data for comparable real estate investments. Estimated future cash flows are discounted when determining
fair value of an asset. Most of these assumptions are influenced by our direct experience with the real estate investments and
their markets as well as market data obtained from real estate leasing and brokerage firms. Determining the appropriate
capitalization or discount rate also requires significant judgment and is typically based on many factors, including the prevailing
rate for the market or submarket, as well as the quality and location of the real estate investment. Changes in the estimated future
cash flows due to changes in our plans for a real estate investment, views of market and economic conditions and/or our ability
to obtain development rights could result in recognition of an impairment which could be material.
Real estate investments held for sale are carried at the lower of their carrying values (i.e., cost less accumulated depreciation
and any impairment recognized, where applicable) or estimated fair values less costs to sell. Accordingly, decisions to sell certain
operating real estate investments, real estate investments in development or land held for development will result in impairments
if carrying values of the specific real estate investments exceed their estimated fair values less costs to sell. The estimates of
fair value consider matters such as recent sales data for comparable real estate investments and, where applicable, contracts or
the results of negotiations with prospective purchasers. These estimates are subject to revision as market conditions, and our
assessment of such conditions, change.
In addition to our real estate investments, we review each of our investments in unconsolidated real estate ventures to determine
whether there are any indicators, including property operating performance, changes in anticipated hold periods, and general
market conditions, that the Company's investment in the unconsolidated joint venture may be impaired. If any indicators of
impairment are present, we calculate the fair value of the investment in the unconsolidated real estate venture. If the fair value
of the investment is less than the carrying value, we determine whether the impairment is other than temporary. If the impairment
is determined to be other than temporary, we record an impairment.
We use considerable judgment in the determination of whether indicators of impairment are present and, in the assumptions,
estimations, and inputs used in calculating the fair value of the investment, which is generally determined through income
valuation approaches, including discounted cash flows and direct capitalization models. These judgments are similar to those
outlined above in the impairment of real estate investments. We also use judgment in making the determination as to whether
or not the impairment is temporary by considering, among other things, the length of time that the market value has been less
than cost, the financial condition of the unconsolidated real estate venture and our ability and intent to retain the investment
long enough for a recovery in value. Our judgments related to the determination of fair value and whether an impairment is
other than temporary could result in the recognition of an impairment which could be material.
Revenue Recognition
The majority of our revenues are derived from leases and are reflected as rents on the accompanying consolidated statements
of operations. Rental revenue is recognized on a straight-line basis over the term of the lease.
Most of our leases involve some form of improvements to leased space. When we are required to provide improvements under
the terms of a lease, we need to determine whether the improvements constitute landlord assets or tenant assets. If the
improvements are landlord assets, we capitalize the cost of the improvements and recognize depreciation expense associated
with such improvements over shorter of the estimated useful life or the term of the lease. If the improvements are tenant assets,
we defer the cost of improvements funded by us as a lease incentive asset and amortize it as a reduction of rental revenue over
the term of the lease. Our determination of whether improvements are landlord assets or tenant assets also may affect when we
commence revenue recognition in connection with a lease.
In determining whether improvements constitute landlord or tenant assets, we consider a number of factors that may require
subjective or complex judgments, including: whether the improvements are unique to the tenant or reusable by other tenants;
whether the tenant is permitted to alter or remove the improvements without our consent or without compensating us for any
lost fair value; whether the ownership of the improvements remains with us or remains with the tenant at the end of the lease
term; and whether the economic substance of the lease terms is properly reflected.
34
For certain leases, we make significant assumptions and judgments in determining the lease term, including assumptions when
the lease provides the tenant with an early termination option. The lease term impacts the period over which we determine and
record rental revenue and impacts the period over which we amortize lease-related costs. Changes in these assessments could
result in the write-off of any recorded assets associated with straight-line rental revenue and acceleration of depreciation and
amortization expense associated with costs we incurred related to these leases.
Purchase Price Allocation
When we acquire real estate investments, we allocate the purchase price to tangible assets, consisting of land, building, site
improvements, and identified intangible assets and liabilities, including in-place leases and acquired above- and below-market
leases, and if applicable, assumed debt, based on our estimate of their fair values.
We assess fair value based on estimated cash flow projections that utilize discount and capitalization rates as well as available
market information. The fair value of the tangible assets of an acquired real estate investment considers the value of the real
estate investment as if it were vacant. The estimated relative fair value of acquired in-place leases are the estimated costs to
lease the real estate investment to the occupancy level at the date of acquisition. We evaluate the period over which we expect
stabilized occupancy level to be achieved during the lease-up period. Above- and below-market leases are recorded as an asset
or liability based upon the present value of the difference between the contractual amounts to be paid or received pursuant to
the in-place leases, and our estimate of fair market rental rates for the corresponding in-place leases, over the remaining
noncancellable term. Assumed debt, if any, is recorded at fair value based upon the present value of the expected future payments.
A change in any of the key assumptions can materially change not only the presentation of acquired real estate investments in
our consolidated financial statements but also our reported results of operations.
RESULTS OF OPERATIONS
The following discussion is based on our Consolidated Financial Statements for the years ended December 31, 2019, 2018, and
2017. Refer to Item 7. "Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2018 for
a discussion of the results of operations for the year ended December 31, 2017 which is presented therein in the form of a year-
to-year comparison to the year ended December 31, 2018. We believe that presentation of our consolidated financial information,
without a breakdown by segment, will effectively present important information useful to our investors.
Net operating income (“NOI”), as presented in the comparative analysis, below is defined as total revenue less property operating
expenses, real estate taxes, and third party management expenses. Property operating expenses that are included in determining
NOI consist of costs that are necessary and allocable to our operating properties such as utilities, property-level salaries, repairs
and maintenance, property insurance, management fees, and bad debt expense. General and administrative expenses that are
not reflected in NOI primarily consist of corporate-level salaries, amortization of share awards, and professional fees that are
incurred as part of corporate office management. NOI is a non-GAAP financial measure that we use internally to evaluate the
operating performance of our real estate assets by segment, as presented in Note 18, ''Segment Information,” to our Consolidated
Financial Statements, and of our business as a whole. We believe NOI provides useful information to investors regarding our
financial condition and results of operations because it reflects only those income and expense items that are incurred at the
property level. While NOI is a relevant and widely used measure of operating performance of real estate investment trusts, it
does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative
to those measures in evaluating our liquidity or operating performance. NOI does not reflect interest expenses, real estate
impairments, depreciation and amortization costs, capital expenditures, and leasing costs. We believe that net income, as defined
by GAAP, is the most appropriate earnings measure. See Note 18, ''Segment Information,” to our Consolidated Financial
Statements for a reconciliation of NOI to our consolidated net income (loss) as defined by GAAP.
Comparison of the Year Ended December 31, 2019 to the Year Ended December 31, 2018
The following comparison for the year ended December 31, 2019 to the year ended December 31, 2018, makes reference to the
effect of the following:
(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,
35
2019 and 2018. The Same Store Property Portfolio includes properties acquired or placed in service on or prior to
January 1, 2018 and owned through December 31, 2019,
(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.
Comparison of Year Ended December 31, 2019 to the Year Ended December 31, 2018
Same Store Property Portfolio
2019
2018
$
Change
%
Change
Recently
Completed/
Acquired
Properties
Development/
Redevelopment
Properties
Other
(Eliminations)
(a)
Total Portfolio
2019
2018
2019
2018
2019
2018
2019
2018
$
Change
%
Change
(dollars and square feet in
millions except per share
amounts)
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 .......................
—
Other ................................
1.8
—
1.6
Total revenue ...........................
445.0
444.3
—
0.2
0.7
— %
—
12.5 %
0.2 %
0.2
85.4
Property operating
expenses ...........................
126.7
128.5
(1.8)
(1.4)%
17.4
Real estate taxes...............
45.2
41.8
Third party management
expenses ...........................
—
—
3.4
—
8.1 %
14.3
— %
—
Net operating income ...
273.1
274.0
(0.9)
(0.3)%
53.7
143.1
140.9
2.2
1.6 %
48.9
—
—
—
—
—
—
— %
— %
—
—
Depreciation and
amortization .....................
General & administrative
expenses ...........................
Provision for impairment .
Net gain on disposition of
real estate .........................
Net gain on sale of
undepreciated real estate..
—
—
10.8
2.3
1.9
—
6.6
6.4
—
—
—
0.1
9.6
3.1
1.2
—
5.3
6.8
—
—
—
—
9.6
4.4
1.1
—
4.1
5.5
—
—
19.6
22.6
19.6
22.6
(3.0)
(13.3)%
4.0
40.4
7.1
1.6
9.2
22.5
11.2
32.2
—
11.9
41.6
23.2
27.8
71.7
5.1
79.7
6.1
6.7
580.4
544.4
(0.6)
36.0
(9.0)%
6.6 %
19.7
154.3
154.9
(0.6)
(0.4)%
6.5
62.3
9.2
51.3
11.9
354.6
326.3
210.0
176.0
11.0
21.4 %
(2.7)
(22.7)%
28.3
34.0
8.7 %
19.3 %
32.2
—
27.8
71.7
4.4
15.8 %
(71.7)
(100.0)%
(0.4)
(2.9)
2.5
(86.2)%
(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 ..................
Square feet ..................................
73
13.9
73
13.9
Core Occupancy % (b)................
93.0%
93.3%
Other Income (Expense): ........
17
2.2
93.3%
5
0.6
95
16.7
Interest income.................
Interest expense ...............
Interest expense —
Deferred financing costs ..
Equity in loss of Real
Estate Ventures.................
Net gain on real estate
venture transactions .........
Gain on promoted
interest in unconsolidated
real estate venture ............
Loss on early
extinguishment of debt ....
Income tax provision .......
Net income ..............................
Net income attributable to
Common Shareholders of
Brandywine Realty Trust.........
2.3
4.7
(81.5)
(78.2)
(2.4)
(3.3)
(51.1)%
4.2 %
(2.8)
(2.5)
(0.3)
12.0 %
(9.9)
(15.2)
5.3
(34.9)%
11.6
142.2
(130.6)
(91.8)%
—
—
—
28.3
(28.3)
(100.0)%
(0.1)
(0.4)
0.1
(100.0)%
0.4
(100.0)%
$ 34.5
$ 135.5
$ (101.0)
(74.5)%
$ 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.
36
(b) Pertains to Core Properties (i.e. not under development or redevelopment).
Total Revenue
Rents from the Total Portfolio increased by $39.6 million from 2018 to 2019, of which $74.4 million relates to Recently
Completed/Acquired Properties, primarily the DRA Austin and Quarry Lake II acquisitions. This increase was largely offset by
a $34.9 million decrease relating to the 2018 and 2019 Dispositions.
Third party management fees, labor reimbursement, and leasing income decreased $3.0 million from 2018 to 2019, due primarily
to decreases in third party management and development fees. The decrease includes $3.5 million of third party management
fees related to the sale of twelve office properties by the DRA Austin Venture in the fourth quarter of 2018, $2.4 million related
to the sale of three office properties held by our BDN – AI Venture in the fourth quarter of 2018, and a decrease of $2.5 million
related to general contractor management services provided primarily to the MAP Venture. These decreases were primarily offset
by a $3.2 million increase in third party management fees from our Herndon Innovation Center Venture, which was formed
during the fourth quarter of 2018, $1.2 million increase in third party developer fees related to the development of a medical
facility located in Radnor, Pennsylvania that commenced during the second quarter of 2019, and $0.5 million related to the fee
received for our involvement in facilitating the disposition of the PJP II, PJP VI and PJP VII Ventures.
Property Operating Expenses
The $0.6 million decrease in property operating expenses is primarily driven by the following:
•
•
•
•
•
$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.
Real Estate Taxes
Real estate taxes across our Total Portfolio increased by $11.0 million from 2018 to 2019, primarily related to $3.4 million in
increased real estate tax assessments at the Same Store Property Portfolio, primarily in the Philadelphia CBD segment, and $12.4
million related to Recently Completed/Acquired Properties, primarily the DRA Austin and Quarry Lake II acquisitions. These
increases were partially offset by a decrease of $4.2 million from the 2018 and 2019 Dispositions.
Depreciation and Amortization
Depreciation and amortization expense increased by $34.0 million from 2018 to 2019, of which $42.5 million relates to an
increase in depreciation expense from Recently Completed/Acquired Properties, primarily the DRA Austin and Quarry Lake II
acquisitions in December 2018, 500 North Gulph Road being placed into service in December 2018, and Broadmoor 6 being
placed into service in October 2018. $2.2 million of the increase relates to properties within our Same Store Portfolio and $1.3
million increase in properties within Development/Redevelopment. These increases were partially offset by a $13.7 million
decrease relating to the 2018 and 2019 Dispositions.
General and Administrative Expenses
General and administrative expenses across our Total Portfolio increased by $4.4 million from 2018 to 2019, primarily related
to a $2.0 million increase in payroll, bonus, stock compensation expense, and related benefits, $1.4 million decrease in capitalized
costs, $0.5 million increase in professional fees, and $0.3 million increase in charitable contributions.
Provision for Impairment
During 2018, we recognized a provision for impairment of $71.7 million, which consists of the following:
•
•
$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.
37
There was no provision for impairment recognized during 2019.
Net Gain on Disposition of Real Estate
The $0.4 million gain on disposition of real estate for 2019 relates to the disposition of the office property at 1900 Gallows Rd
in Vienna, Virginia.
The $2.9 million gain on disposition of real estate for 2018 resulted from the following sales transactions:
•
•
•
$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.
Net Gain on Sale of Undepreciated Real Estate
The gain of $2.0 million recognized during 2019 relates to the sale of 9 Presidential Boulevard and contingent consideration
received related to a land sale that closed in a prior period.
The gain of $3.0 million recognized during 2018 primarily resulted from the recognition of a deferred gain from the sale of land
parcels located at Garza Ranch in Austin, Texas.
Interest Income
Interest income decreased $2.4 million from 2018 to 2019 primarily due to lower average cash balances throughout the year.
Interest Expense
Interest expense increased $3.3 million from 2018 to 2019 primarily due to a $3.4 million increase in interest expense from
increased borrowings on our Credit Facility during 2019 compared to 2018 as well as $1.0 million of additional interest expense
from additional borrowings of $100.0 million of our 4.10% Guaranteed Notes due 2024 and $100.0 million of our 4.55%
Guaranteed Notes due 2029 in October of 2019. The $4.4 million increase was partially offset by a $1.3 million decrease from
the refinance of our seven-year term loan on December 13, 2018, which reduced the effective interest rate by 0.55%.
Equity in Loss of Real Estate Ventures
The decrease in equity in loss of Real Estate Ventures of $5.3 million from 2018 to 2019 is primarily related to:
•
•
•
•
•
$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.
38
Net Gain on Real Estate Venture Transactions
The $11.6 million net gain on Real Estate Venture transactions during 2019 primarily relates to the following:
•
•
•
$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.
The $142.2 million net gain on Real Estate Venture transactions during 2018 relates to the following:
•
•
•
•
$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.
Gain on promoted interest in unconsolidated real estate venture
During 2018, there was a gain on promoted interest in an unconsolidated real estate venture of $28.3 resulting from the acquisition
of the remaining DRA Austin venture properties.
There was no comparable activity during 2019.
Net Income
Net income decreased by $101.0 million from 2018 to 2019 as a result of the factors described above.
Net Income per Common Share – fully diluted
Net income per share was $0.19 during 2019 as compared to net income per share of $0.75 during 2018 as a result of the factors
described above.
LIQUIDITY AND CAPITAL RESOURCES
General
Our principal liquidity needs for the next twelve months are as follows:
•
•
•
•
•
•
•
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.
As of December 31, 2019, the Parent Company owned a 99.4% interest in the Operating Partnership. The remaining interest of
approximately 0.6% pertains to common limited partnership interests owned by non-affiliated investors who contributed property
to the Operating Partnership in exchange for their interests. As the sole general partner of the Operating Partnership, the Parent
Company has full and complete responsibility for the Operating Partnership’s day-to-day operations and management. The
Parent Company’s source of funding for its dividend payments and other obligations is the distributions it receives from the
Operating Partnership.
We believe that our liquidity needs will be satisfied through available cash balances and cash flows generated by operations,
financing activities, and selective property sales. Base rent, reimbursement for operating expenses, and other income from
operations are our principal sources of cash to pay operating expenses, debt service, recurring capital expenditures, and the
minimum distributions required to maintain our REIT qualification. We seek to increase cash flows from our properties by
39
maintaining quality standards for our properties that promote high occupancy rates and permit increases in rental rates while
reducing tenant turnover and controlling operating expenses. Our revenue also includes third-party fees generated by our property
management, leasing, development, and construction businesses. We believe that our revenue, together with proceeds from
property sales and debt financings, will continue to provide funds for our short-term liquidity needs. However, material changes
in our operating or financing activities may adversely affect our net cash flows. With uncertain economic conditions, vacancy
rates may increase, effective rental rates on new and renewed leases may decrease and tenant installation costs, including
concessions, may increase in most or all of our markets throughout 2020 and possibly beyond. As a result, our revenues and
cash flows could be insufficient to cover operating expenses, including increased tenant installation costs, pay debt service or
make distributions to shareholders over the short-term. If this situation were to occur, we expect that we would finance cash
deficits through borrowings under our unsecured revolving credit facility and other sources of debt and equity financings. In
addition, a material adverse change in cash provided by operations could adversely affect our compliance with financial
performance covenants under our unsecured revolving credit facility, including unsecured term loans and unsecured notes. As
of December 31, 2019, we were in compliance with all of our debt covenants and requirement obligations.
We use multiple financing sources to fund our long-term capital needs. When needed, we use borrowings under our unsecured
revolving credit facility for general business purposes, including to meet debt maturities and to fund distributions to shareholders
as well as development and acquisition costs and other expenses. In light of the volatility in financial markets and economic
uncertainties, it is possible, that one or more lenders under our unsecured revolving credit facility could fail to fund a borrowing
request. Such an event could adversely affect our ability to access funds from our unsecured revolving credit facility when
needed to fund distributions or pay expenses.
Our ability to incur additional debt is dependent upon a number of factors, including our credit ratings, the value of our
unencumbered assets, our degree of leverage and borrowing restrictions imposed by our lenders. If one or more rating agencies
were to downgrade our unsecured credit rating, our access to the unsecured debt market would be more limited and the interest
rate under our unsecured revolving credit facility and unsecured term loans would increase.
The Parent Company unconditionally guarantees the Operating Partnership’s secured and unsecured obligations, which, as of
December 31, 2019, amounted to $315.4 million and $1,828.6 million, respectively.
Capital Market/Debt Transactions
The Parent Company also issues equity from time to time, the proceeds of which it contributes to the Operating Partnership in
exchange for additional interests in the Operating Partnership, and guarantees debt obligations of the Operating Partnership.
The Parent Company’s ability to sell common shares and preferred shares is dependent on, among other things, general market
conditions for REITs, market perceptions about the Company as a whole, and the current trading price of the Parent Company’s
shares. The Parent Company maintains a shelf registration statement that has registered the offering and sale of common shares,
preferred shares, depositary shares, warrants, and unsecured debt securities. Subject to our ongoing compliance with securities
laws, and if warranted by market conditions, we may offer and sell equity and debt securities from time to time under the shelf
registration statement. See Note 12, ''Beneficiaries' Equity of the Parent Company,” to our Consolidated Financial Statements
for further information related to the continuous offering program that we generally maintain as well as information related to
our share repurchase program during the year ended December 31, 2019.
Capital Recycling
The Operating Partnership also considers net sales of selected properties and recapitalization of unconsolidated real estate
ventures as additional sources of managing its liquidity. During 2019, we sold 2.7 acres of undeveloped land and one office
property for net cash proceeds of $5.0 million and $34.1 million respectively.
Our primary uses of capital will be to fund the completion of our current development and redevelopment projects with
approximately $90.5 million of cash and cash equivalents and $598.5 million of available borrowings under our Credit Facility,
net of $1.5 million in letters of credit outstanding. Based on the foregoing, as well as cash flows from operations net of dividend
requirements, we believe we have sufficient capital to fund our remaining capital requirements on existing development and
redevelopment projects and pursue additional attractive investment opportunities.
40
Cash Flows
The following discussion of our cash flows is based on the consolidated statements of cash flows and is not meant to be a
comprehensive discussion of the changes in our cash flows for the years presented.
As of December 31, 2019 and 2018, we maintained cash and cash equivalents and restricted cash of $91.2 million and $23.2
million, respectively. The following are the changes in cash flow from our activities for the years ended December 31, 2019 and
2018 (in thousands):
Activity
Year Ended December 31,
2019
2018
(Decrease)
Increase
Operating ....................................................................................................
Investing .....................................................................................................
Financing ....................................................................................................
Net cash flows ............................................................................................
$
$
234,230
$
227,349
$
(130,659)
(35,612)
(214,506)
(193,074)
67,959
$
(180,231) $
6,881
83,847
157,462
248,190
Our principal source of cash flows is from the operation of our Properties. Our Properties provide a relatively consistent stream
of cash flows that provide us with the resources to fund operating expenses, debt service and quarterly dividends.
Cash is used in investing activities to fund acquisitions, development, or redevelopment projects and recurring and nonrecurring
capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing,
and property management skills and invest in existing buildings that meet our investment criteria. The following are the changes
in cash flows from our investing activities for the years ended December 31, 2019 and 2018 (in thousands):
Acquisitions of real estate.............................................................................................................................
Capital expenditures and capitalized interest ...............................................................................................
Escrow cash/capital improvements/acquisition deposits/leasing costs ........................................................
Joint venture investments .............................................................................................................................
Distributions from joint ventures..................................................................................................................
Proceeds from the sale of properties.............................................................................................................
Notes receivable and other investments .......................................................................................................
Increase in net cash provided by investing activities....................................................................................
$
$
194,444
14,303
(164)
(49,961)
29,380
(282,295)
178,140
83,847
We generally fund our investment activity through the sale of real estate, property-level financing, credit facilities, senior
unsecured notes, convertible or exchangeable securities, and construction loans. From time to time, we may issue common or
preferred stock, or the Operating Partnership may issue common or preferred units of limited partnership interest. The following
are the changes in cash flow from our financing activities for the years ended December 31, 2019 and 2018 (in thousands):
Proceeds from debt obligations ....................................................................................................................
Repayments of debt obligations....................................................................................................................
Redemption of limited partnership units ......................................................................................................
Proceeds from the exercise of stock options.................................................................................................
Repurchase and retirement of common shares .............................................................................................
Other financing activities..............................................................................................................................
Dividends and distributions paid ..................................................................................................................
Decrease in net cash used in financing activities..........................................................................................
$
$
109,373
36,585
7,043
3,771
4,559
1,094
(4,963)
157,462
41
Capitalization
Indebtedness
The table below summarizes indebtedness under our mortgage notes payable and our unsecured debt at December 31, 2019 and
December 31, 2018:
December 31,
2019
December 31,
2018
(dollars in thousands)
Balance: (a)
Fixed rate............................................................................................................................................... $
2,091,211
Variable rate - unhedged .......................................................................................................................
52,836
Total ................................................................................................................................................. $
2,144,047
$
$
1,924,580
119,562
2,044,142
Percent of Total Debt:
Fixed rate...............................................................................................................................................
Variable rate - unhedged .......................................................................................................................
Total .................................................................................................................................................
Weighted-average interest rate at period end:
Fixed rate...............................................................................................................................................
Variable rate - unhedged .......................................................................................................................
Total .................................................................................................................................................
Weighted-average maturity in years:
Fixed rate...............................................................................................................................................
Variable rate - unhedged .......................................................................................................................
Total .................................................................................................................................................
(a) Consists of unpaid principal and does not include premium/discount or deferred financing costs.
97.5%
2.5%
100.0%
3.9%
3.2%
3.8%
5.6
15.6
5.9
94.2%
5.8%
100.0%
3.9%
3.6%
3.9%
6.6
4.0
6.4
Scheduled principal payments and related weighted average annual effective interest rates for our debt as of December 31, 2019
were as follows (in thousands):
Period
2020 ................................................
2021 ................................................
2022 ................................................
2023 ................................................
2024 ................................................
2025 ................................................
2026 ................................................
2027 ................................................
2028 ................................................
2029 ................................................
Thereafter........................................
Totals ............................................
Scheduled
amortization
Principal
maturities
Total
Weighted Average
Interest Rate of
Maturing Debt
$
6,705
$
80,521
$
6,142
6,332
1,620
—
—
—
—
—
—
—
9,001
250,000
555,116
350,000
—
—
450,000
—
350,000
78,610
87,226
15,143
256,332
556,736
350,000
—
—
450,000
—
350,000
78,610
$
20,799
$
2,123,248
$
2,144,047
3.98%
4.28%
2.90%
3.94%
3.78%
— %
— %
4.03%
— %
4.30%
3.23%
3.84%
For information related to our debt obligations and their covenants see Note 8, ''Debt Obligations,” to our Consolidated Financial
Statements.
42
Unsecured Debt and Mortgage Notes
The Operating Partnership is the issuer of our unsecured notes which are fully and unconditionally guaranteed by the Parent
Company. The indenture under which the Operating Partnership issued its unsecured notes contains financial covenants, including
(i) a leverage ratio not to exceed 60%, (ii) a secured debt leverage ratio not to exceed 40%, (iii) a debt service coverage ratio of
greater than 1.5 to 1.0 and (iv) an unencumbered asset value of not less than 150% of unsecured debt. The Operating Partnership
was in compliance with all covenants as of December 31, 2019 and 2018.
The Operating Partnership has mortgage loans that are collateralized by certain of its Properties. Payments on mortgage loans
are generally due in monthly installments of principal and interest, or interest only. The Operating Partnership intends to refinance
or repay its mortgage loans as they mature through the use of proceeds from selective property sales and secured or unsecured
borrowings. However, in the current and expected future economic environment, one or more of these sources may not be
available on attractive terms or at all.
The charter documents of the Parent Company and Operating Partnership do not limit the amount or form of indebtedness that
the Operating Partnership may incur, and its policies on debt incurrence are solely within the discretion of the Parent Company’s
Board of Trustees, subject to the financial covenants in the Credit Facility, indenture and other credit agreements.
Equity
In order to maintain its qualification as a REIT, the Parent Company is required to, among other things, pay dividends to its
shareholders of at least 90% of its REIT taxable income. During the year ended December 31, 2019, the Parent Company paid
dividends in excess of the 90% criterion. See Note 12, ''Beneficiaries' Equity of the Parent Company,” to our Consolidated
Financial Statements for further information related to our dividends declared for the fourth quarter, information related to our
continuous offering program, and information related to our share repurchase program during the year ended December 31,
2019.
Inflation
We do not believe inflation will have a material impact on income from continuing operations.
Commitments and Contingencies
The following table outlines the timing of payment requirements related to our contractual commitments as of December 31,
2019:
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) .................. $
Unsecured term loan (a)........................
Unsecured debt (a)................................
Ground leases (b)..................................
Development contracts (c)....................
Tenant improvements (d) ......................
Interest expense (e) ...............................
Other liabilities (f) ................................
315,437
$
87,225
$
21,475
$
206,737
$
250,000
1,578,610
116,717
172,046
47,760
363,902
36,115
—
—
1,217
112,227
44,561
63,296
8,731
250,000
—
2,480
53,565
3,199
122,353
5,716
—
700,000
2,568
1,294
—
78,863
4,752
—
—
878,610
110,452
4,960
—
99,390
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.
43
(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.
The above table does not include amounts related to the development at 4040 Wilson, an unconsolidated real estate venture in
which we hold a 50% ownership interest, inArlington, Virginia. See Note 4, ''Investment in Unconsolidated Real Estate Ventures,"
to our Consolidated Financial Statements for further discussion of this development.
We provide customary guarantees for certain development projects of our unconsolidated real estate ventures. See Note 19,
''Commitments and Contingencies,” to our Consolidated Financial Statements for further details on payment guarantees provided
on the behalf of real estate ventures.
During the fourth quarter of 2017, in connection with the Schuylkill Yards Project, we entered into a neighborhood engagement
program and, as of December 31, 2019, had $8.5 million of future contractual obligations, which are included in the table above
within the “Development contracts” caption. The Company is also committed to make additional contributions under the program.
As of December 31, 2019, the Company estimates that these additional contributions, which are not fixed under the terms of
agreement, will be $2.8 million. See Note 19, ''Commitments and Contingencies,” to our Consolidated Financial Statements for
further information.
As of December 31, 2019, we are under contract to acquire an office property containing approximately 170,000 rentable square
feet located in Radnor, Pennsylvania for a purchase price of $20.3 million. We paid $1 million towards the purchase price in the
form of a non-refundable deposit and the transaction is expected to close during 2020. As of December 31, 2019, we are also
under contract to acquire a 7.8-acre land parcel located in Radnor, Pennsylvania for a purchase price of $11.3 million. The
acquisition of the land parcel closed on February 27, 2020.
Certain of the ground leases, entered into in Philadelphia, Pennsylvania, provide for contingent rent participation by the lessor
in certain capital transactions and net operating cash flows of the properties after certain returns are achieved by us. Such amounts,
if any, will be reflected as contingent rent when incurred. The leases also provide for payment by us of certain operating costs
relating to the land, primarily real estate taxes. The above schedule of future minimum rental payments for ground leases does
not include any contingent rent amounts or any reimbursed expenses.
As part of the Operating Partnership’s September 2004 acquisition of a portfolio of properties from the Rubenstein Company
(which we refer to as the “TRC acquisition”), the Operating Partnership acquired its interest in Two Logan Square, a 708,844
square foot office building in Philadelphia, primarily through its ownership of a second and third mortgage secured by this
property. This property is consolidated as the borrower is a variable interest entity and the Operating Partnership, through its
ownership of the second and third mortgages, is the primary beneficiary. The Operating Partnership currently does not expect
to take title to Two Logan Square until, at the earliest, on or about August 2020. If the Operating Partnership takes fee title to
Two Logan Square upon foreclosure of its mortgage, the Operating Partnership has agreed to pay an unaffiliated third party that
holds a residual interest in the fee owner of this property an amount equal to $2.9 million. On the TRC acquisition date, the
Operating Partnership recorded a liability of $0.7 million and has been accreting this liability up to $2.9 million through January
2020. As of December 31, 2019, the Operating Partnership has a balance of $2.9 million for this liability on its consolidated
balance sheet.
As part our 2006 merger with Prentiss Properties Trust, our 2004 TRC acquisition and several of our other transactions, we
agreed not to sell certain of the properties we acquired in transactions that would trigger taxable income to the former owners.
In the case of the TRC acquisition, we agreed not to sell for a period of up to 15 years from the date of the TRC acquisition the
acquired properties at One Logan Square, Two Logan Square and Radnor Corporate Center (January 2020). We subsequently
agreed to extend the no-sale period applicable to Two Logan Square to on or about August 2020. Our agreements generally
provide that we may dispose of the subject properties only in transactions that qualify as tax-free exchanges under Section 1031
of the Internal Revenue Code or in other tax deferred transactions. If we were to sell a restricted property before the expiration
of the restricted period in a non-exempt transaction, we would be required to make significant payments to the parties who sold
the applicable property to us for tax liabilities attributed to them. Similarly, as part of our 2013 acquisition of substantially all
of the equity interests in the partnerships that own One and Two Commerce Square, we agreed, for the benefit of affiliates of
the holder of the 1% residual ownership interest in these properties, to not sell these two properties in certain taxable transactions
prior to October 20, 2021 without the holder’s consent.
44
We invest in properties and regularly incur capital expenditures in the ordinary course of business to maintain the properties.
We believe that such expenditures enhance our competitiveness. We also enter into construction, utility and service contracts in
the ordinary course of its business which may extend beyond one year. These contracts typically provide for cancellation with
insignificant or no cancellation penalties.
In addition, during construction undertaken by real estate ventures we have provided, and expect to continue to provide, cost
overrun, and completion guarantees, with rights of contribution among partners in ventures, as well as customary environmental
indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements.
As part of our acquisition of properties from time to time in tax-deferred transactions, we have agreed to provide certain of the
prior owners of the acquired properties with the right to guarantee our indebtedness. If we were to seek to repay the indebtedness
guaranteed by the prior owner before the expiration of the applicable agreement, we would be required to provide the prior
owner an opportunity to guarantee qualifying replacement debt. These debt maintenance agreements may limit our ability to
refinance indebtedness on terms that will be favorable to us. As part of our 2013 acquisition of substantially all of the equity
interests in the partnerships that own One and Two Commerce Square, we agreed, for the benefit of affiliates of the holder of
the 1% residual ownership interest in these properties, to maintain qualifying mortgage debt through October 20, 2021. As of
December 31, 2019, the $116.6 million principal balance on the mortgage debt at One Commerce Square and the $108.5 million
principal balance on the mortgage debt at Two Commerce Square were sufficient under each of the debt maintenance agreements.
Similarly, we have agreements in place with other contributors of assets to us that obligate us to maintain debt available for them
to guaranty.
Interest Rate Risk and Sensitivity Analysis
The analysis below presents the sensitivity of the market value of the Operating Partnership’s financial instruments to selected
changes in market rates. The range of changes chosen reflects its view of changes which are reasonably possible over a one-
year period. Market values are the present value of projected future cash flows based on the market rates chosen.
Our financial instruments consist of both fixed and variable rate debt. As of December 31, 2019, our consolidated debt consisted
of mortgage loans with an outstanding principal balance of $315.4 million and unsecured notes with an outstanding principal
balance of $1,500.0 million, all of which are fixed rate borrowings. We also have variable rate debt consisting of trust preferred
securities with an outstanding principal balance of $78.6 million, a $600.0 million Credit Facility with no amounts borrowed
and an unsecured term loan with an outstanding principal balance of $250.0 million, all of which have been swapped to fixed
rates, except for two trust preferred securities with an outstanding principal balance of $52.8 million and the Credit Facility. All
financial instruments were entered into for other than trading purposes and the net market value of these financial instruments
is referred to as the net financial position. Changes in interest rates have different impacts on the fixed and variable rate portions
of our debt portfolio. A change in interest rates on the fixed portion of the debt portfolio impacts the net financial instrument
position, but has no impact on interest incurred or cash flows. A change in interest rates on the variable portion of the debt
portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.
If market rates of interest increase by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt would decrease
by approximately $7.0 million. If market rates of interest decrease by 100 basis points, the fair value of our outstanding fixed-
rate mortgage debt would increase by approximately $7.3 million.
As of December 31, 2019, based on prevailing interest rates and credit spreads, the fair value of our unsecured notes was $1,591.8
million. For sensitivity purposes, a 100 basis point change in the discount rate equates to a change in the total fair value of our
debt of approximately $16.0 million at December 31, 2019.
From time to time or as the need arises, we use derivative instruments to manage interest rate risk exposures and not for speculative
purposes. The total outstanding principal balance of our variable rate debt was approximately $328.6 million and $421.1 million
at December 31, 2019 and December 31, 2018, respectively. The total fair value of our variable rate debt was approximately
$309.9 million and $402.9 million at December 31, 2019 and December 31, 2018, respectively. For sensitivity purposes, if
market rates of interest increase by 100 basis points the fair value of our variable rate debt would decrease by approximately
$13.3 million on December 31, 2019. If market rates of interest decrease by 100 basis points, the fair value of our outstanding
variable rate debt would increase by approximately $14.5 million.
45
These amounts were determined solely by considering the impact of hypothetical interest rates on our financial instruments.
Due to the uncertainty of specific actions it may undertake to minimize possible effects of market interest rate increases, this
analysis assumes no changes in our financial structure.
Funds from Operations (FFO)
Pursuant to the revised definition of FFO adopted by the Board of Governors of the NationalAssociation of Real Estate Investment
Trusts (“NAREIT”), we calculate FFO by adjusting net income/(loss) attributable to common unit holders (computed in
accordance with GAAP) for gains (or losses) from sales of properties, impairment losses on depreciable consolidated real estate,
impairment losses on investments in unconsolidated real estate ventures driven by a measurable decrease in the fair value of
depreciable real estate held by the unconsolidated Real Estate Ventures, real estate related depreciation and amortization, and
after similar adjustments for unconsolidated Real Estate Ventures. FFO is a non-GAAP financial measure. We believe that the
use of FFO combined with the required GAAP presentations has been beneficial in improving the understanding of operating
results of REITs among the investing public and making comparisons of REITs’ operating results more meaningful. We consider
FFO to be a useful measure for reviewing comparative operating and financial performance because, by excluding property
impairments, gains or losses related to sales of previously depreciated operating real estate assets and real estate depreciation
and amortization, FFO can help the investing public compare the operating performance of a company’s real estate between
periods or as compared to other companies. Our computation of FFO may not be comparable to FFO reported by other REITs
or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current
NAREIT definition differently.
We consider net income, as defined by U.S. GAAP, to be the most comparable earnings measure to FFO. While FFO and FFO
per unit are relevant and widely used measures of operating performance of REITs, FFO does not represent cash flow from
operations or net income as defined by U.S. GAAP and should not be considered as alternatives to those measures in evaluating
our liquidity or operating performance. We believe that to further understand our performance, FFO should be compared with
our reported net income/ (loss) attributable to common unit holders and considered in addition to cash flows in accordance with
GAAP, as presented in our Consolidated Financial Statements.
46
The following table presents a reconciliation of net income attributable to common unitholders to FFO for the years ended
December 31, 2019 and 2018:
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 ..........................................................................
Net gain on real estate venture transactions ........................................................................................
Net gain on disposition of real estate ..................................................................................................
Gain on promoted interest in unconsolidated real estate venture........................................................
Provision for impairment (a) ...............................................................................................................
Other than temporary impairment of equity method investment ........................................................
396
(10,363)
(356)
—
—
—
Company's share of impairment of an unconsolidated real estate venture .........................................
2,832
Depreciation and amortization:
Real property..................................................................................................................................
Leasing costs including acquired intangibles ................................................................................
Company’s share of unconsolidated real estate ventures...............................................................
Partners’ share of consolidated real estate ventures.......................................................................
Funds from operations ........................................................................................................................
Funds from operations allocable to unvested restricted shareholders.................................................
Funds from operations available to common share and unit holders (FFO) .................................
$
$
149,600
58,493
19,657
(226)
254,097
(750)
253,347
$
$
369
(142,233)
(2,932)
(28,283)
71,707
4,076
10,416
139,202
35,215
25,947
(218)
248,314
(697)
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)
(b)
In accordance with the NAREIT definition of FFO, impairments on land held for development have been excluded.
Includes common shares and partnership units outstanding through the year ended December 31, 2019 and December 31, 2018, respectively.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
See discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in Item 7
herein.
Item 8.
Financial Statements and Supplementary Data
The financial statements and supplementary financial data of the Parent Company and the Operating Partnership and the reports
thereon of PricewaterhouseCoopers LLP, an independent registered public accounting firm, with respect thereto, are listed under
Items 15(a) and 15(b) and filed as part of this report. See Item 15., “Exhibits and Financial Statement Schedules.”
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Controls and Procedures (Parent Company)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Parent Company’s management, including its principal executive officer
and principal financial officer, the Parent Company’s management conducted an evaluation of its disclosure controls and
47
procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Based on this evaluation, the principal executive officer and the principal financial officer of the Parent
Company concluded that the Parent Company’s disclosure controls and procedures were effective as of the end of the period
covered by this annual report.
Management’s Report on Internal Control Over Financial Reporting
The management of the Parent Company is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f).
Under the supervision and with the participation of the Parent Company’s management, including its principal executive officer
and principal financial officer, the Parent Company’s management conducted an evaluation of the effectiveness of the Parent
Company’s internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation under the
framework in Internal Control — Integrated Framework, the Parent Company’s management concluded that the Parent
Company’s internal control over financial reporting was effective as of December 31, 2019.
The effectiveness of the Parent Company’s internal control over financial reporting as of December 31, 2019 has been audited
by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report that is included herein.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Parent Company’s internal control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the Parent Company’s internal control over financial reporting.
Controls and Procedures (Operating Partnership)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Operating Partnership’s management, including its principal executive
officer and principal financial officer, the Operating Partnership’s management conducted an evaluation of its disclosure controls
and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation,
the principal executive officer and the principal financial officer of Operating Partnership concluded that the Operating
Partnership’s disclosure controls and procedures were effective as of the end of the period covered by this annual report.
Management’s Report on Internal Control Over Financial Reporting
The management of the Operating Partnership is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
Under the supervision and with the participation of the Operating Partnership’s management, including its principal executive
officer and principal financial officer, the Operating Partnership’s management conducted an evaluation of the effectiveness of
the Operating Partnership’s internal control over financial reporting based on the framework in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation
under the framework in Internal Control — Integrated Framework, the Operating Partnership’s management concluded that the
Operating Partnership’s internal control over financial reporting was effective as of December 31, 2019.
The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2019 has been
audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report that is included
herein.
Changes in Internal Control over Financial Reporting.
There have not been any changes in the Operating Partnership’s internal control over financial reporting (as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have
48
materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial
reporting.
Item 9B.
Other Information
None.
49
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2020 Annual Meeting
of Shareholders.
Item 11.
Executive Compensation
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2020 Annual Meeting
of Shareholders.
Item 12.
Matters
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2020 Annual Meeting
of Shareholders.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2020 Annual Meeting
of Shareholders.
Item 14.
Principal Accountant Fees and Services
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2020 Annual Meeting
of Shareholders.
Item 15.
Exhibits and Financial Statement Schedules.
(a) Financial Statements and Schedules of Brandywine Realty Trust
(b) Financial Statements and Schedules of Brandywine Operating Partnership
PART IV
The financial statements and schedules of the Parent Company and the Operating Partnership listed below are filed as part of
this report on the pages indicated.
50
Index to Financial Statements and Schedules
Report of Independent Registered Public Accounting Firm (Brandywine Realty Trust)
Report of Independent Registered Public Accounting Firm (Brandywine Operating Partnership, L.P.)
Financial Statements of Brandywine Realty Trust
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Beneficiaries’ Equity for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017
Financial Statements of Brandywine Operating Partnership, L.P.
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Partners’ Equity for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017
Page
F-1
F-4
F-7
F-8
F-9
F-10
F-11
F-13
F-14
F-15
F-16
F-17
Notes to Consolidated Financial Statements (Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)
F-19
Schedule II — Valuation and Qualifying Accounts (Brandywine Realty Trust and Brandywine Operating
Partnership, L.P.) for the years ended December 31, 2019, 2018 and 2017
Schedule III — Real Estate and Accumulated Depreciation (Brandywine Realty Trust and Brandywine Operating
Partnership, L.P.) at December 31, 2019 with reconciliations for the years ended December 31, 2019, 2018 and 2017
F-69
F-70
(c) Exhibits
51
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
Articles of Amendment and Restatement of Declaration of Trust of Brandywine Realty Trust (previously
filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on May 29, 2018 and incorporated herein
by reference)
Articles Supplementary relating to opt-out of Maryland Unsolicited Takeover Act, filed with the State
Department of Assessments and Taxation of Maryland on March 2, 2018 (previously filed as an Exhibit to
Brandywine Realty Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference)
Preferred Share Reclassification Articles Supplementary filed with the State Department of Assessments
and Taxation of Maryland on March 2, 2018 (previously filed as an Exhibit to Brandywine Realty Trust’s
Form 8-K filed on March 6, 2018 and incorporated herein by reference)
Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (the
“Operating Partnership”) (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated
December 17,1997 and incorporated herein by reference)
First Amendment to Amended and Restated Agreement of Limited Partnership of Brandywine Operating
Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated December
17,1997 and incorporated herein by reference)
Second Amendment to the Amended and Restated Agreement of Limited Partnership Agreement of
Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust’s Form
8-K dated April 13, 1998 and incorporated herein by reference)
Third Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated
May 14, 1998 and incorporated herein by reference)
Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated
October 13, 1998 and incorporated herein by reference)
Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated
October 13, 1998 and incorporated herein by reference)
Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated
October 13, 1998 and incorporated herein by reference)
Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the
fiscal year ended December 31, 2003 and incorporated herein by reference)
Eighth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the
fiscal year ended December 31, 2003 and incorporated herein by reference)
Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the
fiscal year ended December 31, 2003 and incorporated herein by reference)
Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the
fiscal year ended December 31, 2003 and incorporated herein by reference)
Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the
fiscal year ended December 31, 2003 and incorporated herein by reference)
Twelfth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the
fiscal year ended December 31, 2003 and incorporated herein by reference)
Thirteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated
September 21, 2004 and incorporated herein by reference)
Fourteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated
January 10, 2006 and incorporated herein by reference)
Fifteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated
August 18, 2006 and incorporated herein by reference)
52
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
Sixteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated
August 9, 2010 and incorporated herein by reference)
Seventeenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine
Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated
April 11, 2012 and incorporated herein by reference)
List of partners of Brandywine Operating Partnership, L.P. (filed herewith)
Bylaws of Brandywine Realty Trust (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K
dated May 29, 2018 and incorporated herein by reference)
Indenture dated October 22, 2004 by and among Brandywine Operating Partnership, L.P., Brandywine
Realty Trust, certain subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank
of New York Mellon, as Trustee (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K
filed on October 22, 2004 and incorporated herein by reference)
First Supplemental Indenture dated as of May 25, 2005 by and among Brandywine Operating Partnership,
L.P., Brandywine Realty Trust, certain subsidiaries of Brandywine Operating Partnership, L.P. named
therein and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to Brandywine Realty
Trust's Form 8-K filed on May 26, 2005 and incorporated herein by reference)
Second Supplemental Indenture dated as of October 4, 2006 by and among Brandywine Operating
Partnership, L.P., Brandywine Realty Trust and The Bank of New York Mellon, as Trustee (previously
filed as an exhibit to Brandywine Realty Trust's Form 8-K dated October 4, 2006 and incorporated herein
by reference)
Third Supplemental Indenture dated as of April 5, 2011 by and among Brandywine Operating Partnership,
L.P., Brandywine Realty Trust and The Bank of New York Mellon, as Trustee (previously filed as an
exhibit to Brandywine Realty Trust's Form 8-K filed on April 5, 2011 and incorporated herein by
reference)
Form of 4.100% Guaranteed Notes due 2024 (previously filed as an exhibit to Brandywine Realty Trust’s
Current Report on Form 8-K dated October 10, 2019 and incorporated herein by reference).
Form of 3.95% Guaranteed Notes due 2023 (previously filed as an exhibit to Brandywine Realty Trust's
Form 8-K filed on December 18, 2012 and incorporated herein by reference)
Form of 4.550% Guaranteed Notes due 2029 (previously filed as an exhibit to Brandywine Realty Trust’s
Current Report on Form 8-K dated October 10, 2019 and incorporated herein by reference).
Form of 4.10% Guaranteed Notes due 2024 (previously filed as an exhibit to Brandywine Realty Trust's
Form 8-K filed on September 17, 2014 and incorporated herein by reference)
Form of 4.55% Guaranteed Notes due 2029 previously filed as an exhibit to Brandywine Realty Trust's
Form 8-K filed on September 17, 2014 and incorporated herein by reference)
Form of 3.95% Guaranteed Notes due 2023 previously filed as an exhibit to Brandywine Realty Trust's
Form 8-K filed on November 17, 2017 and incorporated herein by reference)
Form of 3.95% Guaranteed Notes due 2027 previously filed as an exhibit to Brandywine Realty Trust's
Form 8-K filed on November 17, 2017 and incorporated herein by reference)
Description of Brandywine Realty Trust's Securities (filed herewith)
Amended and Restated Revolving Credit Agreement dated as of July 17, 2018 (previously filed as an
exhibit to Brandywine Realty Trust’s Form 8-K filed on July 20, 2018 and incorporated herein by
reference)
Amended and Restated Term Loan C Agreement dated as of December 13, 2018 (previously filed as an
exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2018 and
incorporated herein by reference)
Letter dated August 10, 2015 to Cohen & Steers Capital Management, Inc. relating to the waiver of share
ownership limit, including Representations, Warranties and Agreements of Cohen & Steers Capital
Management, Inc. (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on August
13, 2015 and incorporated herein by reference)
Letter to RREEF America LLC relating to waiver of share ownership limit (previously filed as an exhibit
to Brandywine Realty Trust’s Form 10-K for the fiscal year ended December 31, 2009 and incorporated
herein by reference)
Amended and Restated Employment Agreement dated as of February 9, 2007 of Gerard H. Sweeney**
(previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated February 14, 2007 and
incorporated herein by reference)
53
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
14.1
21
Letter Agreement dated March 1, 2012 modifying Amended and Restated Employment Agreement of
Gerard H. Sweeney** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated March
7, 2012 and incorporated herein by reference)
Amended and Restated 1997 Long-Term Incentive Plan (as amended effective May 18, 2017)**
(previously filed as Appendix A to Brandywine Realty Trust’s definitive Proxy Statement on Schedule 14A
filed on April 4, 2017 and incorporated herein by reference)
Amendment No. 1 to Amended and Restated 1997 Long-Term Incentive Plan** (previously filed as an
exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2018 and incorporated
herein by reference)
Amended and Restated Executive Deferred Compensation Plan dated January 1, 2013** (previously filed
as an exhibit to Brandywine Realty Trust’s Form 8-K dated December 11, 2012 and incorporated herein by
reference)
2007 Non-Qualified Employee Share Purchase Plan** (previously filed as an exhibit to Brandywine
Realty Trust’s Form 10-Q for the quarter ended March 31, 2007 and incorporated herein by reference)
Schedule of Non-Employee Trustee Compensation** (previously filed as an exhibit to Brandywine Realty
Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference)
Form of Amended and Restated Change of Control Agreement with Executive Officers** (previously filed
as an exhibit to Brandywine Realty Trust’s Form 8-K filed on February 4, 2010 and incorporated herein by
reference)
Forms of Incentive Stock Option Agreement (March 2010) for Executive Officers** (previously filed as
an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 8, 2010 and incorporated herein by
reference)
Forms of Non-Qualified Share Option Agreement (March 2010) for Executive Officers** (previously filed
as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 8, 2010 and incorporated herein by
reference)
Forms of Incentive Share Option Agreement (March 2011) for Executive Officers** (previously filed as an
exhibit to Brandywine Realty Trust’s Form 8-K filed on March 8, 2011 and incorporated herein by
reference)
Forms of Non-Qualified Share Option Agreement (March 2011) for Executive Officers** (previously filed
as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 8, 2011 and incorporated herein by
reference)
Letter Agreement dated May 24, 2011 modifying options of President and Chief Executive Officer**
(previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on May 24, 2011 and
incorporated herein by reference)
Form of Incentive Compensation Clawback Agreement** (previously filed as an exhibit to Brandywine
Realty Trust’s Form 8-K filed on February 26, 2015 and incorporated herein by reference)
Form of Performance Unit Award Agreement** (previously filed as an exhibit to Brandywine Realty
Trust’s Form 8-K filed on March 7, 2017 and incorporated herein by reference)
2017-2019 Performance Share Unit Program** (previously filed as an exhibit to Brandywine Realty
Trust’s Form 8-K filed on March 7, 2017 and incorporated herein by reference)
Form of Restricted Share Award (President and CEO)** (previously filed as an exhibit to Brandywine
Realty Trust’s Form 8-K filed on March 7, 2017 and incorporated herein by reference)
Form of Restricted Share Award (Other Executives)** (previously filed as an exhibit to Brandywine
Realty Trust’s Form 8-K filed on March 7, 2017 and incorporated herein by reference)
Form of Performance Unit Award Agreement** (previously filed as an exhibit to Brandywine Realty
Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference)
2018-2020 Performance Share Unit Program** (previously filed as an exhibit to Brandywine Realty
Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference)
Form of Three-Year Restricted Common Share Rights Award.** (previously filed as an exhibit to
Brandywine Realty Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference)
Schedule of Non-Employee Trustee Compensation** (previously filed as an exhibit to Brandywine Realty
Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference)
Code of Business Conduct and Ethics, as amended on December 6, 2016 (previously filed as an exhibit to
Brandywine Realty Trust’s Form 8-K filed on December 9, 2016 and incorporated herein by reference)
List of subsidiaries (filed herewith)
54
23.1
23.2
31.1
31.2
31.3
31.4
32.1
32.2
32.3
32.4
99.1
101.1
104
Consent of PricewaterhouseCoopers LLP relating to financial statements of Brandywine Realty Trust (filed
herewith)
Consent of PricewaterhouseCoopers LLP relating to financial statements of Brandywine Operating
Partnership, L.P. (filed herewith)
Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 13a-14(a) and 15d-14
(a) under the Securities Exchange Act of 1934 (filed herewith)
Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 13a-14(a) and 15d-14
(a) under the Securities Exchange Act of 1934 (filed herewith)
Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general
partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14(a) and 15d-14(a) under the
Securities Exchange Act of 1934 (filed herewith)
Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general
partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14(a) and 15d-14(a) under the
Securities Exchange Act of 1934 (filed herewith)
Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general
partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general
partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Material Federal Income Tax Considerations (filed herewith)
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.
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
55
Item 16.
Form 10-K Summary.
None.
56
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
BRANDYWINE REALTY TRUST
By:
/s/ Gerard H. Sweeney
Gerard H. Sweeney
President and Chief Executive Officer
Date: March 2, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
57
Signature
Title
Date
/s/ Michael J. Joyce
Michael J. Joyce
/s/ Gerard H. Sweeney
Gerard H. Sweeney
/s/ Thomas E. Wirth
Thomas E. Wirth
/s/ Daniel Palazzo
Daniel Palazzo
/s/ Wyche Fowler
Wyche Fowler
/s/ James C. Diggs
James C. Diggs
/s/ Anthony A. Nichols, Sr.
Anthony A. Nichols, Sr.
/s/ Charles P. Pizzi
Charles P. Pizzi
/s/ Terri A. Herubin
Terri A. Herubin
/s/ H. Richard Haverstick, Jr.
H. Richard Haverstick, Jr.
Chairman of the Board and Trustee
March 2, 2020
President, Chief Executive Officer and Trustee (Principal
Executive Officer)
March 2, 2020
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
March 2, 2020
Vice President and Chief Accounting Officer (Principal
Accounting Officer)
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
58
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
BRANDYWINE OPERATING PARTNERSHIP, L.P.
By:
By:
Brandywine Realty Trust, its General Partner
/s/ Gerard H. Sweeney
Gerard H. Sweeney
President and Chief Executive Officer
Date: March 2, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
59
Signature
Title
Date
/s/ Michael J. Joyce
Michael J. Joyce
/s/ Gerard H. Sweeney
Gerard H. Sweeney
/s/ Thomas E. Wirth
Thomas E. Wirth
/s/ Daniel Palazzo
Daniel Palazzo
/s/ Wyche Fowler
Wyche Fowler
/s/ James Diggs
James Diggs
/s/ Anthony A. Nichols, Sr.
Anthony A. Nichols, Sr.
/s/ Charles P. Pizzi
Charles P. Pizzi
/s/ Terri A. Herubin
Terri A. Herubin
/s/ H. Richard Haverstick, Jr.
H. Richard Haverstick, Jr.
Chairman of the Board and Trustee
March 2, 2020
President, Chief Executive Officer and Trustee (Principal
Executive Officer)
March 2, 2020
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
March 2, 2020
Vice President and Chief Accounting Officer (Principal
Accounting Officer)
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
60
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of Brandywine Realty Trust
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Brandywine Realty Trust and its subsidiaries (the “Company”)
as of December 31, 2019 and 2018, and the related consolidated statements of operations, of comprehensive income, of
beneficiaries' equity and of cash flows for each of the three years in the period ended December 31, 2019, including the related
notes and financial statement schedules listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated
financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2019,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States
of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by
the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility
is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
F-1
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective,
or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment Assessments of Real Estate Investments and Investments in Unconsolidated Real Estate Ventures
As described in Notes 2, 3 and 4 to the consolidated financial statements, the Company’s gross carrying value of operating
real estate investments was $4,006 million and its investments in unconsolidated real estate ventures was $12o million as of
December 31, 2019. During 2019, the Company did not recognize an impairment related to real estate investments or an
other than temporary impairment related to investments in unconsolidated real estate ventures. Management reviews its real
estate investments for impairment following the end of each quarter for each of its real estate investments where events or
changes in circumstances indicate that the carrying amounts may not be recoverable. For real estate investments,
management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from
the operations and eventual disposition of the assets. Estimated future cash flows used in such analysis are based on
management’s plans for the real estate investment and its views of market economic conditions. The estimates consider
assumptions, including but not limited to, market rental rates, capitalization rates, and recent sales data for comparable real
estate investments. At least quarterly, management assesses whether there are any other than temporary impairment indicators
of the Company’s investments in unconsolidated real estate ventures. An investment is other than temporarily impaired only
if the fair value of the investment in an unconsolidated real estate venture, as estimated by management, is less than the
carrying value and the decline is other than temporary.
The principal considerations for our determination that performing procedures relating to the impairment assessments of real
estate investments and investments in unconsolidated real estate ventures is a critical audit matter are there was significant
judgment by management when evaluating the real estate investments and investments in unconsolidated real estate ventures
for potential impairment. This in turn led to a high degree of auditor judgment and subjectivity in applying procedures and
evaluating audit evidence related to (i) the estimated undiscounted future cash flows expected to be generated by the real
estate investments and (ii) the identification of any indicators that the value of the Company’s investments in unconsolidated
real estate ventures may be other than temporarily impaired. In addition, there was significant audit effort in evaluating (i) the
significant assumptions relating to the estimated undiscounted future cash flows expected to be generated by the real estate
investments, including market rental rates, capitalization rates, and recent sales data for comparable real estate investments,
and (ii) any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than
temporarily impaired.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the
impairment assessments of real estate investments and investments in unconsolidated real estate ventures, including controls
over management’s identification of events or changes in circumstances that may indicate an impairment of real estate investments
or indicate that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily
impaired. These procedures also included, among others, testing management’s process for (i) developing the estimated
undiscounted future cash flows expected to be generated by the real estate investments, including the evaluation of the
reasonableness of significant assumptions, the appropriateness of methods, the reasonableness of the model outputs and testing
the completeness and accuracy of data provided by management, and (ii) identifying any indicators that the value of the Company’s
investments in unconsolidated real estate ventures may be other than temporarily impaired. Evaluating the reasonableness of
significant assumptions relating to the estimated undiscounted future cash flows expected to be generated by the real estate
investments, including market rental rates, capitalization rates, and recent sales data for comparable real estate investments,
involved considering past performance of the asset and whether the assumptions were consistent with evidence obtained in other
areas of the audit. Evaluating management’s assessment of indications of other than temporary impairment in investments in
unconsolidated real estate ventures involved considering whether any market economic conditions, past performance of the
asset, or evidence obtained in other areas of the audit may be indicative of other than temporary impairment.
F-2
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 2, 2020
We have served as the Company’s auditor since 2003.
F-3
Report of Independent Registered Public Accounting Firm
To the Partners of Brandywine Operating Partnership, L.P.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Brandywine Operating Partnership, L.P. and its subsidiaries
(the “Partnership”) as of December 31, 2019 and 2018, and the related consolidated statements of operations, of comprehensive
income, of partners' equity and of cash flows for each of the three years in the period ended December 31, 2019, including the
related notes and financial statement schedules listed in the index appearing under Item 15(b) (collectively referred to as the
“consolidated financial statements”). We also have audited the Partnership's internal control over financial reporting as of
December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Partnership as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States
of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by
the COSO.
Basis for Opinions
The Partnership's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility
is to express opinions on the Partnership’s consolidated financial statements and on the Partnership's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
F-4
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective,
or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment Assessments of Real Estate Investments and Investments in Unconsolidated Real Estate Ventures
As described in Notes 2, 3 and 4 to the consolidated financial statements, the Partnership’s gross carrying value of operating
real estate investments was $4,006 million and its investments in unconsolidated real estate ventures was $12o million as of
December 31, 2019. During 2019, the Partnership did not recognize an impairment related to real estate investments or an
other than temporary impairment related to investments in unconsolidated real estate ventures. Management reviews its real
estate investments for impairment following the end of each quarter for each of its real estate investments where events or
changes in circumstances indicate that the carrying amounts may not be recoverable. For real estate investments,
management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from
the operations and eventual disposition of the assets. Estimated future cash flows used in such analysis are based on
management’s plans for the real estate investment and its views of market economic conditions. The estimates consider
assumptions, including but not limited to, market rental rates, capitalization rates, and recent sales data for comparable real
estate investments. At least quarterly, management assesses whether there are any other than temporary impairment indicators
of the Partnership’s investments in unconsolidated real estate ventures. An investment is other than temporarily impaired only
if the fair value of the investment in an unconsolidated real estate venture, as estimated by management, is less than the
carrying value and the decline is other than temporary.
The principal considerations for our determination that performing procedures relating to the impairment assessments of real
estate investments and investments in unconsolidated real estate ventures is a critical audit matter are there was significant
judgment by management when evaluating the real estate investments and investments in unconsolidated real estate ventures
for potential impairment. This in turn led to a high degree of auditor judgment and subjectivity in applying procedures and
evaluating audit evidence related to (i) the estimated undiscounted future cash flows expected to be generated by the real
estate investments and (ii) the identification of any indicators that the value of the Partnership’s investments in
unconsolidated real estate ventures may be other than temporarily impaired. In addition, there was significant audit effort in
evaluating (i) the significant assumptions relating to the estimated undiscounted future cash flows expected to be generated
by the real estate investments, including market rental rates, capitalization rates, and recent sales data for comparable real
estate investments, and (ii) any indicators that the value of the Partnership’s investments in unconsolidated real estate
ventures may be other than temporarily impaired.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the
impairment assessments of real estate investments and investments in unconsolidated real estate ventures, including controls
over management’s identification of events or changes in circumstances that may indicate an impairment of real estate investments
or indicate that the value of the Partnership’s investments in unconsolidated real estate ventures may be other than temporarily
impaired. These procedures also included, among others, testing management’s process for (i) developing the estimated
undiscounted future cash flows expected to be generated by the real estate investments, including the evaluation of the
reasonableness of significant assumptions, the appropriateness of methods, the reasonableness of the model outputs and testing
the completeness and accuracy of data provided by management, and (ii) identifying any indicators that the value of the
Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired. Evaluating the
reasonableness of significant assumptions relating to the estimated undiscounted future cash flows expected to be generated by
the real estate investments, including market rental rates, capitalization rates, and recent sales data for comparable real estate
investments, involved considering past performance of the asset and whether the assumptions were consistent with evidence
obtained in other areas of the audit. Evaluating management’s assessment of indications of other than temporary impairment in
investments in unconsolidated real estate ventures involved considering whether any market economic conditions, past
performance of the asset, or evidence obtained in other areas of the audit may be indicative of other than temporary impairment.
F-5
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 2, 2020
We have served as the Partnership’s auditor since 2003.
F-6
BRANDYWINE REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share information)
December 31, 2019
December 31, 2018
ASSETS
Real estate investments:
Operating properties...................................................................................................................................... $
Accumulated depreciation ............................................................................................................................
Right of use asset - operating leases, net ......................................................................................................
Operating real estate investments, net ....................................................................................................
Construction-in-progress...............................................................................................................................
Land held for development ...........................................................................................................................
Prepaid leasehold interests in land held for development, net......................................................................
Total real estate investments, net ............................................................................................................
Assets held for sale, net ................................................................................................................................
Cash and cash equivalents ............................................................................................................................
Accounts receivable, net of allowance of $284 and $1,653 as of December 31, 2019 and December 31,
2018, respectively .........................................................................................................................................
Accrued rent receivable, net of allowance of $7,691 and $11,266 as of December 31, 2019 and
December 31, 2018, respectively..................................................................................................................
Investment in Real Estate Ventures, equity method......................................................................................
Deferred costs, net ........................................................................................................................................
Intangible assets, net .....................................................................................................................................
Other assets ...................................................................................................................................................
Total assets .............................................................................................................................................. $
LIABILITIES AND BENEFICIARIES' EQUITY
Mortgage notes payable, net ......................................................................................................................... $
Unsecured credit facility ...............................................................................................................................
Unsecured term loan, net ..............................................................................................................................
Unsecured senior notes, net ..........................................................................................................................
Accounts payable and accrued expenses ......................................................................................................
Distributions payable ....................................................................................................................................
Deferred income, gains and rent ...................................................................................................................
Intangible liabilities, net................................................................................................................................
Lease Liability - operating leases .................................................................................................................
Other liabilities..............................................................................................................................................
4,006,459
$
(973,318)
21,656
3,054,797
180,718
96,124
39,592
3,371,231
7,349
90,499
16,363
174,144
120,294
95,560
84,851
115,678
4,075,969
313,812
—
248,561
1,582,045
113,347
33,815
35,284
22,263
22,554
15,985
$
$
Total liabilities ........................................................................................................................................ $
2,387,666
$
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.....................................................................................................................
Additional paid-in-capital ................................................................................................................................
Deferred compensation payable in common shares.........................................................................................
Common shares in grantor trust, 1,105,542 and 977,120 issued and outstanding as of December 31, 2019
and December 31, 2018, respectively ..............................................................................................................
Cumulative earnings ........................................................................................................................................
Accumulated other comprehensive income .....................................................................................................
Cumulative distributions..................................................................................................................................
Total Brandywine Realty Trust's equity..................................................................................................
Noncontrolling interests...................................................................................................................................
1,766
3,192,158
16,216
(16,216)
804,556
(2,370)
(2,318,233)
1,677,877
10,426
Total beneficiaries' equity ....................................................................................................................... $
Total liabilities and beneficiaries' equity.......................................................................................................... $
1,688,303
4,075,969
$
$
The accompanying notes are an integral part of these consolidated financial statements.
3,951,719
(885,407)
—
3,066,312
150,263
86,401
39,999
3,342,975
11,599
22,842
16,394
165,243
169,100
91,075
131,348
126,400
4,076,976
320,869
92,500
248,042
1,366,635
125,696
33,632
28,293
31,783
—
18,498
2,265,948
1,770
3,200,312
14,021
(14,021)
775,625
5,029
(2,183,909)
1,798,827
12,201
1,811,028
4,076,976
F-7
BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share information)
Revenue
Rents....................................................................................................................... $
Third party management fees, labor reimbursement and leasing...........................
Other.......................................................................................................................
Total revenue .......................................................................................................
Operating expenses
Property operating expenses...................................................................................
Real estate taxes .....................................................................................................
Third party management expenses .........................................................................
Depreciation and amortization ...............................................................................
General and administrative expenses .....................................................................
Provision for impairment........................................................................................
Total operating expenses......................................................................................
Gain on sale of real estate
Net gain on disposition of real estate .....................................................................
Net gain on sale of undepreciated real estate .........................................................
Total gain on sale of real estate............................................................................
Operating income....................................................................................................
Other income (expense):
Interest income .......................................................................................................
Interest expense ......................................................................................................
Interest expense - amortization of deferred financing costs...................................
Equity in loss of Real Estate Ventures....................................................................
Net gain on real estate venture transactions ...........................................................
Gain on promoted interest in unconsolidated real estate venture...........................
Loss on early extinguishment of debt.....................................................................
Net income before income taxes.............................................................................
Income tax (provision) benefit ...............................................................................
Net income ...............................................................................................................
Net income attributable to noncontrolling interests..................................................
Net income attributable to Brandywine Realty Trust .........................................
Distribution to preferred shareholders ......................................................................
Preferred share redemption charge ...........................................................................
Nonforfeitable dividends allocated to unvested restricted shareholders...................
Net income attributable to Common Shareholders of Brandywine Realty
Trust ......................................................................................................................... $
Basic income per Common Share.......................................................................... $
Diluted income per Common Share ...................................................................... $
Basic weighted average shares outstanding..........................................................
Diluted weighted average shares outstanding ......................................................
Year Ended December 31,
2019
2018
2017
$
554,665
19,626
6,126
580,417
154,361
62,237
9,248
210,005
32,156
—
468,007
356
2,020
2,376
114,786
2,318
(81,512)
(2,768)
(9,922)
11,639
—
—
34,541
(12)
34,529
(262)
34,267
—
—
(396)
$
515,044
22,557
6,744
544,345
154,848
51,341
11,910
176,000
27,802
71,707
493,608
2,932
3,040
5,972
56,709
4,703
(78,199)
(2,498)
(15,231)
142,233
28,283
(105)
135,895
(423)
135,472
(954)
134,518
—
—
(369)
487,323
28,345
4,825
520,493
150,911
45,204
9,960
180,323
28,538
3,057
417,993
32,017
953
32,970
135,470
1,113
(81,886)
(2,435)
(8,306)
80,526
—
(3,933)
120,549
628
121,177
(1,004)
120,173
(2,032)
(3,181)
(327)
134,149
0.75
0.75
178,519,748
179,641,492
The accompanying notes are an integral part of these consolidated financial statements.
33,871
0.19
0.19
176,132,941
176,686,813
$
$
$
$
$
$
114,633
0.65
0.65
175,484,350
176,808,166
F-8
BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income ................................................................................................... $
34,529
$
Comprehensive income (loss):
2019
2018
135,472
$
2017
121,177
Year Ended December 31,
Unrealized gain (loss) on derivative financial instruments ..................
Amortization of interest rate contracts (1)............................................
Total comprehensive income (loss) ...........................................................
Comprehensive income................................................................................
Comprehensive income attributable to noncontrolling interest............
Comprehensive income attributable to Brandywine Realty Trust ............... $
(1) Amounts reclassified from comprehensive income to interest expense within the Consolidated Statements of Operations.
(8,210)
770
(7,440)
27,089
(221)
26,868
$
1,478
1,191
2,669
138,141
(993)
137,148
2,948
1,230
4,178
125,355
(1,036)
124,319
$
The accompanying notes are an integral part of these consolidated financial statements.
F-9
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F
BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income................................................................................................................................................ $
34,529
$
135,472
$
121,177
2019
Year Ended December 31,
2018
2017
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization...........................................................................................................
Amortization of deferred financing costs ..........................................................................................
Amortization of debt discount/(premium), net ..................................................................................
Amortization of stock compensation costs ........................................................................................
Straight-line rent income....................................................................................................................
Amortization of acquired above (below) market leases, net..............................................................
Ground rent expense ..........................................................................................................................
Provision for doubtful accounts .........................................................................................................
Net gain on real estate venture transactions.......................................................................................
Gain on promoted interest in unconsolidated real estate venture ......................................................
Net gain on sale of interests in real estate..........................................................................................
Loss on early extinguishment of debt ................................................................................................
Provision for impairment ...................................................................................................................
Other than temporary impairment......................................................................................................
Income from Real Estate Ventures, net of distributions ....................................................................
Income tax provision (benefit)...........................................................................................................
Changes in assets and liabilities:
Accounts receivable ...........................................................................................................................
Other assets ........................................................................................................................................
Accounts payable and accrued expenses ...........................................................................................
Deferred income, gains and rent ........................................................................................................
Other liabilities...................................................................................................................................
Net cash provided by operating activities ...................................................................................
Cash flows from investing activities:
Acquisition of properties ..........................................................................................................................
Acquisition of partners interest in consolidated real estate venture .........................................................
Proceeds from the sale of properties.........................................................................................................
Proceeds from real estate venture sales ....................................................................................................
Issuance of mortgage note receivable.......................................................................................................
Proceeds from repayment of mortgage notes receivable ..........................................................................
Proceeds from repayment of a capital lease .............................................................................................
Capital expenditures for tenant improvements .........................................................................................
Capital expenditures for redevelopments .................................................................................................
Capital expenditures for developments ....................................................................................................
Advances for the purchase of tenant assets, net of repayments................................................................
Investment in unconsolidated Real Estate Ventures .................................................................................
Deposits for real estate..............................................................................................................................
Escrowed cash ..........................................................................................................................................
Capital distributions from Real Estate Ventures .......................................................................................
Leasing costs paid.....................................................................................................................................
Net cash provided by (used in) investing activities ....................................................................
Cash flows from financing activities:
Repayments of mortgage notes payable
Proceeds from credit facility borrowings .................................................................................................
Repayments of credit facility borrowings.................................................................................................
Proceeds from unsecured notes ................................................................................................................
Repayments of unsecured notes................................................................................................................
Debt financing costs paid..........................................................................................................................
Redemption of preferred shares................................................................................................................
Proceeds from the exercise of stock options.............................................................................................
Proceeds from the issuance of common shares ........................................................................................
Shares used for employee taxes upon vesting of share awards ................................................................
Partner contributions to consolidated real estate venture .........................................................................
Partner distributions from consolidated real estate venture......................................................................
Repurchase and retirement of common shares .........................................................................................
Redemption of limited partnership units ..................................................................................................
Distributions paid to shareholders ............................................................................................................
Distributions to noncontrolling interest ....................................................................................................
Net cash used in financing activities...........................................................................................
Increase/(Decrease) in cash and cash equivalents and restricted cash......................................................
Cash and cash equivalents and restricted cash at beginning of year ........................................................
Cash and cash equivalents and restricted cash at end of period ............................................................... $
F-11
210,005
2,768
189
6,876
(11,369)
(8,857)
1,470
(1,345)
(11,639)
—
(2,376)
—
—
—
10,242
12
(248)
9,368
(5,599)
9,319
(9,115)
234,230
—
(2,181)
41,795
9,730
—
3,341
—
(67,258)
(53,846)
(77,192)
(1,035)
(253)
(4,181)
—
35,906
(15,485)
(130,659)
(7,595)
348,500
(441,000)
216,373
—
(1,965)
—
3,771
—
(1,554)
27
—
(17,282)
—
(134,140)
(747)
(35,612)
67,959
23,211
91,170
$
176,000
2,498
702
5,716
(12,283)
(3,344)
431
1,775
(142,233)
(28,283)
(5,972)
105
71,707
4,076
12,871
423
3,524
(14,334)
12,579
3,017
2,902
227,349
(196,625)
—
324,090
60,346
(175,172)
192
181
(65,264)
(48,231)
(99,104)
410
(908)
(8,234)
5,694
6,526
(18,407)
(214,506)
(122,180)
455,500
(363,000)
—
—
(3,430)
—
—
416
(1,494)
16
(94)
(21,841)
(7,043)
(128,859)
(1,065)
(193,074)
(180,231)
203,442
23,211
$
180,323
2,435
1,569
4,883
(27,115)
(3,071)
164
2,207
(80,526)
—
(32,970)
3,933
3,057
4,844
3,462
(628)
(6,266)
1,752
4,004
(1,482)
829
182,581
(72,523)
—
171,860
145,416
—
151
—
(60,586)
(34,679)
(66,915)
18
(6,638)
573
—
20,781
(17,657)
79,801
(4,931)
341,000
(341,000)
550,131
(628,590)
(4,727)
(100,000)
1,229
51,225
(674)
85
(48)
—
—
(116,311)
(947)
(253,558)
8,824
194,618
203,442
Reconciliation of cash and cash equivalents and restricted cash: ................................................................
Cash and cash equivalents, beginning of period....................................................................................... $
Restricted cash, beginning of period ........................................................................................................
Cash and cash equivalents and restricted cash, beginning of period ........................................................ $
Cash and cash equivalents, end of period ................................................................................................. $
Restricted cash, end of period...................................................................................................................
Cash and cash equivalents and restricted cash, end of period .................................................................. $
22,842
369
23,211
90,499
671
91,170
$
$
$
$
202,179
1,263
203,442
22,842
369
23,211
$
$
$
$
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
$
Year Ended December 31,
2019
2018
2017
Cash paid for income taxes
Supplemental disclosure of non-cash activity:
Dividends and distributions declared but not paid
Change in construction-in-progress related to non-cash disposition of land
Change in deferred income, gains and rent to the non-cash disposition of land
Change in investment in real estate ventures as a result of dispositions
Change in Notes receivable as a result of a noncash acquisition of an operating property
Change in real estate ventures as a result of other than temporary impairment
Change in operating real estate related to a non-cash acquisition of an operating property
Change in intangible assets, net related to non-cash acquisition of an operating property
Change in acquired lease intangibles, net related to non-cash acquisition of an operating property
Change in investments in joint venture related to non-cash acquisition of property
Change in mortgage notes payable related to acquisition of an operating property
Change in capital expenditures financed through accounts payable at period end
Change in capital expenditures financed through retention payable at period end
1,385
33,815
—
—
1,806
—
—
—
—
—
—
—
(10,618)
(946)
405
33,632
27,231
(29,780)
14,169
130,742
(4,076)
(20,653)
(3,144)
182
(16,832)
9,940
8,784
(2,912)
The accompanying notes are an integral part of these consolidated financial statements.
193,919
699
194,618
202,179
1,263
203,442
83,139
225
32,456
—
—
(64,792)
—
(4,844)
—
—
—
—
—
(6,593)
(159)
F-12
BRANDYWINE OPERATING PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit and per unit information)
ASSETS
Real estate investments:
Operating properties
Accumulated depreciation
Right of use asset - operating leases, net
Operating real estate investments, net
Construction-in-progress
Land held for development
Prepaid leasehold interests in land held for development, net
Total real estate investments, net
Assets held for sale, net
Cash and cash equivalents
Accounts receivable, net of allowance of $284 and $1,653 as of December 31, 2019 and December 31,
2018, respectively
Accrued rent receivable, net of allowance of $7,691 and $11,266 as of December 31, 2019 and
December 31, 2018, respectively
Investment in Real Estate Ventures, equity method
Deferred costs, net
Intangible assets, net
Other assets
Total assets
LIABILITIES AND PARTNERS' EQUITY
Mortgage notes payable, net
Unsecured credit facility
Unsecured term loan, net
Unsecured senior notes, net
Accounts payable and accrued expenses
Distributions payable
Deferred income, gains and rent
Intangible liabilities, net
Lease liability - operating leases
Other liabilities
Total liabilities
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
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
Accumulated other comprehensive income
Total Brandywine Operating Partnership, L.P.'s equity
Noncontrolling interest - consolidated real estate ventures
Total partners' equity
Total liabilities and partners' equity
December 31,
2019
December 31,
2018
$
4,006,459
$
3,951,719
(973,318)
21,656
3,054,797
180,718
96,124
39,592
(885,407)
—
3,066,312
150,263
86,401
39,999
3,371,231
3,342,975
$
$
7,349
90,499
16,363
174,144
120,294
95,560
84,851
115,678
4,075,969
313,812
—
248,561
1,582,045
113,347
33,815
35,284
22,263
22,554
15,985
$
$
11,599
22,842
16,394
165,243
169,100
91,075
131,348
126,400
4,076,976
320,869
92,500
248,042
1,366,635
125,696
33,632
28,293
31,783
—
18,498
$
2,387,666
$
2,265,948
15,388
12,520
1,674,539
(2,715)
1,671,824
1,091
$
$
1,672,915
4,075,969
$
$
1,791,591
4,725
1,796,316
2,192
1,798,508
4,076,976
The accompanying notes are an integral part of these consolidated financial statements.
F-13
BRANDYWINE OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit and per unit information)
Year Ended December 31,
2019
2018
2017
Revenue
Rents.....................................................................................................................................
Third party management fees, labor reimbursement and leasing.........................................
Other.....................................................................................................................................
Total revenue .....................................................................................................................
Operating expenses
Property operating expenses.................................................................................................
Real estate taxes ...................................................................................................................
Third party management expenses .......................................................................................
Depreciation and amortization .............................................................................................
General and administrative expenses ...................................................................................
Provision for impairment......................................................................................................
Total operating expenses ...................................................................................................
Gain on sale of real estate
Net gain on disposition of real estate ...................................................................................
Net gain on sale of undepreciated real estate .......................................................................
Total gain on sale of real estate .........................................................................................
Operating income ..................................................................................................................
Other income (expense):
Interest income .....................................................................................................................
Interest expense ....................................................................................................................
Interest expense - amortization of deferred financing costs.................................................
Equity in loss of Real Estate Ventures..................................................................................
Net gain on real estate venture transactions .........................................................................
Gain on promoted interest in unconsolidated real estate venture.........................................
Loss on early extinguishment of debt...................................................................................
Net income before income taxes ...........................................................................................
Income tax (provision) benefit .............................................................................................
Net income..............................................................................................................................
Net income attributable to noncontrolling interests - consolidated real estate ventures .........
Net income attributable to Brandywine Operating Partnership ......................................
Distribution to preferred unitholders .......................................................................................
Preferred unit redemption charge ............................................................................................
Nonforfeitable dividends allocated to unvested restricted unitholders ...................................
Net income attributable to Common Partnership Unitholders of Brandywine
Operating Partnership, L.P. .................................................................................................
Basic income per Common Partnership Unit .....................................................................
Diluted income per Common Partnership Unit..................................................................
Basic weighted average common partnership units outstanding......................................
Diluted weighted average common partnership units outstanding ..................................
$
554,665
$
515,044
$
19,626
6,126
580,417
154,361
62,237
9,248
210,005
32,156
—
468,007
356
2,020
2,376
114,786
2,318
(81,512)
(2,768)
(9,922)
11,639
—
—
34,541
(12)
34,529
(69)
34,460
—
—
(396)
22,557
6,744
544,345
154,848
51,341
11,910
176,000
27,802
71,707
493,608
2,932
3,040
5,972
56,709
4,703
(78,199)
(2,498)
(15,231)
142,233
28,283
(105)
135,895
(423)
135,472
(55)
135,417
—
—
(369)
$
$
$
34,064
0.19
0.19
$
$
$
135,048
0.75
0.75
$
$
$
487,323
28,345
4,825
520,493
150,911
45,204
9,960
180,323
28,538
3,057
417,993
32,017
953
32,970
135,470
1,113
(81,886)
(2,435)
(8,306)
80,526
—
(3,933)
120,549
628
121,177
(29)
121,148
(2,032)
(3,181)
(327)
115,608
0.65
0.65
177,114,932
177,668,804
179,959,370
181,081,114
176,964,149
178,287,965
The accompanying notes are an integral part of these consolidated financial statements.
F-14
BRANDYWINE OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
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 ............................................
Amortization of interest rate contracts (1) .....................................................................
Total comprehensive income (loss) ......................................................................................
Comprehensive income ...........................................................................................................
Comprehensive income attributable to noncontrolling interest - consolidated real
estate ventures ................................................................................................................
Comprehensive income attributable to Brandywine Operating Partnership ...........................
(8,210)
770
(7,440)
27,089
(69)
1,478
1,191
2,669
2,948
1,230
4,178
138,141
125,355
(55)
(29)
$
27,020
$
138,086
$
125,326
(1) Amounts reclassified from comprehensive income to interest expense within the Consolidated Statement of Operations.
The accompanying notes are an integral part of these consolidated financial statements.
F-15
BRANDYWINE OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY
For the Years ended December 31, 2019, 2018 and 2017
(in thousands, except Units)
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
4,000,000
$
96,850
175,140,760
$
1,743,715
$
(2,122)
$
2,150
$
1,840,593
BALANCE, beginning of period
Net income
Other comprehensive income
Redemption of Preferred Mirror Units
(4,000,000)
(96,850)
Deferred compensation obligation
Issuance of LP Units
Issuance of partnership interest in consolidated real
estate venture
Distributions from consolidated real estate venture
Share Choice Plan issuance
Bonus share issuance
Share-based compensation activity
Adjustment of redeemable partnership units to
liquidation value at period end
Distributions to Preferred Mirror Units
Preferred Mirror Units redemption charge
Distributions declared to general partnership
unitholders ($0.66 per unit)
121,148
29
4,178
(52,971)
2,858,991
(768)
50,726
(1,423)
6,752
333,127
110
6,697
(4,095)
(2,032)
(3,181)
(116,636)
85
(48)
(1)
121,177
4,178
(96,850)
(768)
50,726
85
(48)
—
110
6,697
(4,096)
(2,032)
(3,181)
(116,636)
BALANCE, December 31, 2017
—
$
—
178,285,236
$
1,795,684
$
2,056
$
2,215
$
1,799,955
Net income
Other comprehensive income
Deferred compensation obligation
Issuance of LP Units
Repurchase and retirement of LP units
Issuance of partnership interest in consolidated real
estate venture
Distributions from consolidated real estate venture
Share Choice Plan issuance
Redemption value of limited partnership units
Share-based compensation activity
Distributions declared to general partnership
unitholders ($0.73 per unit)
135,417
(111)
416
99,189
23,311
(1,729,278)
(21,858)
2,669
(1,285)
196,151
6,363
5,848
(130,168)
55
135,472
16
(94)
2,669
(111)
416
(21,858)
16
(94)
—
6,363
5,848
(130,168)
BALANCE, December 31, 2018
—
$
—
176,873,324
$
1,791,591
$
4,725
$
2,192
$
1,798,508
Cumulative effect of accounting change
Net income
Other comprehensive loss
Deferred compensation obligation
Conversion of LP Units to common shares
Repurchase and retirement of LP units
Issuance of partnership interest in consolidated real
estate ventures
Share-based compensation activity
Purchase of partnership interest in consolidated real
estate venture
Adjustment of redeemable partnership units to
liquidation value at period end
Distributions declared to general partnership
unitholders ($0.76 per unit)
(5,336)
34,460
16
97,485
1,245
(1,337,169)
(17,297)
845,210
10,027
(983)
(3,615)
(134,324)
(7,440)
69
27
(5,336)
34,529
(7,440)
—
16
(17,297)
27
10,027
(1,197)
(2,180)
(3,615)
(134,324)
BALANCE, December 31, 2019
— $
—
176,480,095
$
1,674,539
$
(2,715)
$
1,091
$
1,672,915
The accompanying notes are an integral part of these consolidated financial statements.
F-16
BRANDYWINE OPERATING PARTNERSHIP L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income .................................................................................................................................................. $
34,529
$
135,472
$
121,177
2019
Year Ended December 31,
2018
2017
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization .............................................................................................................
Amortization of deferred financing costs.............................................................................................
Amortization of debt discount/(premium), net.....................................................................................
Amortization of stock compensation costs ..........................................................................................
Straight-line rent income......................................................................................................................
Amortization of acquired above (below) market leases, net................................................................
Ground rent expense ............................................................................................................................
Provision for doubtful accounts ...........................................................................................................
Net gain on real estate venture transactions .........................................................................................
Gain on promoted interest in unconsolidated real estate venture ........................................................
Net gain on sale of interests in real estate ............................................................................................
Loss on early extinguishment of debt ..................................................................................................
Provision for impairment .....................................................................................................................
Other than temporary impairment ........................................................................................................
Income from Real Estate Ventures, net of distributions.......................................................................
Income tax provision (benefit) .............................................................................................................
Changes in assets and liabilities:
Accounts receivable..........................................................................................................................
Other assets .......................................................................................................................................
Accounts payable and accrued expenses ..........................................................................................
Deferred income, gains and rent .......................................................................................................
Other liabilities .................................................................................................................................
Net cash provided by operating activities .....................................................................................
Cash flows from investing activities:
Acquisition of properties.............................................................................................................................
Acquisition of partners interest in consolidated real estate venture............................................................
Proceeds from the sale of properties ...........................................................................................................
Proceeds from real estate venture sales.......................................................................................................
Issuance of mortgage note receivable .........................................................................................................
Proceeds from repayment of mortgage notes receivable ............................................................................
Proceeds from repayment of a capital lease................................................................................................
Capital expenditures for tenant improvements ...........................................................................................
Capital expenditures for redevelopments....................................................................................................
Capital expenditures for developments.......................................................................................................
Advances for the purchase of tenant assets, net of repayments ..................................................................
Investment in unconsolidated Real Estate Ventures....................................................................................
Deposits for real estate................................................................................................................................
Escrowed cash.............................................................................................................................................
Capital distributions from Real Estate Ventures .........................................................................................
Leasing costs paid .......................................................................................................................................
Net cash provided by (used in) investing activities.......................................................................
Cash flows from financing activities:
Repayments of mortgage notes payable......................................................................................................
Proceeds from credit facility borrowings....................................................................................................
Repayments of credit facility borrowings...................................................................................................
Proceeds from unsecured notes...................................................................................................................
Repayments of unsecured notes..................................................................................................................
Debt financing costs paid............................................................................................................................
Redemption of preferred shares ..................................................................................................................
Proceeds from the exercise of stock options...............................................................................................
Proceeds from the issuance of common units.............................................................................................
Shares used for employee taxes upon vesting of share awards...................................................................
Partner contributions to consolidated real estate venture............................................................................
Partner distributions from consolidated real estate venture ........................................................................
Repurchase and retirement of common shares ...........................................................................................
Redemption of limited partnership units.....................................................................................................
Distributions paid to preferred and common partnership units...................................................................
Net cash used in financing activities .............................................................................................
Increase/(Decrease) in cash and cash equivalents and restricted cash........................................................
Cash and cash equivalents and restricted cash at beginning of year...........................................................
Cash and cash equivalents and restricted cash at end of period.................................................................. $
F-17
210,005
2,768
189
6,876
(11,369)
(8,857)
1,470
(1,345)
(11,639)
—
(2,376)
—
—
—
10,242
12
(248)
9,368
(5,599)
9,319
(9,115)
234,230
—
(2,181)
41,795
9,730
—
3,341
—
(67,258)
(53,846)
(77,192)
(1,035)
(253)
(4,181)
—
35,906
(15,485)
(130,659)
(7,595)
348,500
(441,000)
216,373
—
(1,965)
—
3,771
—
(1,554)
27
—
(17,282)
—
(134,887)
(35,612)
67,959
23,211
91,170
$
176,000
2,498
702
5,716
(12,283)
(3,344)
431
1,775
(142,233)
(28,283)
(5,972)
105
71,707
4,076
12,871
423
3,524
(14,334)
12,579
3,017
2,902
227,349
(196,625)
—
324,090
60,346
(175,172)
192
181
(65,264)
(48,231)
(99,104)
410
(908)
(8,234)
5,694
6,526
(18,407)
(214,506)
(122,180)
455,500
(363,000)
—
—
(3,430)
—
—
416
(1,494)
16
(94)
(21,841)
(7,043)
(129,924)
(193,074)
(180,231)
203,442
23,211
$
180,323
2,435
1,569
4,883
(27,115)
(3,071)
164
2,207
(80,526)
—
(32,970)
3,933
3,057
4,844
3,462
(628)
(6,266)
1,752
4,004
(1,482)
829
182,581
(72,523)
—
171,860
145,416
—
151
—
(60,586)
(34,679)
(66,915)
18
(6,638)
573
—
20,781
(17,657)
79,801
(4,931)
341,000
(341,000)
550,131
(628,590)
(4,727)
(100,000)
1,229
51,225
(674)
85
(48)
—
—
(117,258)
(253,558)
8,824
194,618
203,442
Reconciliation of cash and cash equivalents and restricted cash: ..................................................................
Cash and cash equivalents, beginning of period ......................................................................................... $
Restricted cash, beginning of period...........................................................................................................
Cash and cash equivalents and restricted cash, beginning of period .......................................................... $
Cash and cash equivalents, end of period ................................................................................................... $
Restricted cash, end of period .....................................................................................................................
Cash and cash equivalents and restricted cash, end of period .................................................................... $
22,842
369
23,211
90,499
671
91,170
$
$
$
$
202,179
1,263
203,442
22,842
369
23,211
$
$
$
$
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
$
Cash paid for income taxes.............................................................................................................................
Supplemental disclosure of non-cash activity:
Dividends and distributions declared but not paid......................................................................................
Change in construction-in-progress related to non-cash disposition of land ..............................................
Change in deferred income, gains and rent to the non-cash disposition of land.........................................
Change in investment in real estate ventures as a result of dispositions.....................................................
Change in Notes receivable as a result of a noncash acquisition of an operating property ........................
Change in real estate ventures as a result of other than temporary impairment .........................................
Change in operating real estate related to a non-cash acquisition of an operating property.......................
Change in intangible assets, net related to non-cash acquisition of an operating property ........................
Change in acquired lease intangibles, net related to non-cash acquisition of an operating property .........
Change in investments in joint venture related to non-cash acquisition of property..................................
Change in mortgage notes payable related to acquisition of an operating property ...................................
Change in capital expenditures financed through accounts payable at period end.....................................
Change in capital expenditures financed through retention payable at period end ....................................
1,385
33,815
—
—
1,806
—
—
—
—
—
—
—
(10,618)
(946)
405
33,632
27,231
(29,780)
14,169
130,742
(4,076)
(20,653)
(3,144)
182
(16,832)
9,940
8,784
(2,912)
The accompanying notes are an integral part of these consolidated financial statements.
193,919
699
194,618
202,179
1,263
203,442
83,139
225
32,456
—
—
(64,792)
—
(4,844)
—
—
—
—
—
(6,593)
(159)
F-18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP
Brandywine Realty Trust (the "Parent Company") is a self-administered and self-managed real estate investment trust (“REIT”)
engaged in the acquisition, development, redevelopment, ownership, management, and operation of a portfolio of office and
mixed-use properties. The Parent Company owns its assets and conducts its operations through Brandywine Operating
Partnership, L.P. (the "Operating Partnership") and subsidiaries of the Operating Partnership. The Parent Company is the sole
general partner of the Operating Partnership and, as of December 31, 2019, owned a 99.4% interest in the Operating Partnership.
The Parent Company’s common shares of beneficial interest are publicly traded on the New York Stock Exchange under the
ticker symbol “BDN.” The Parent Company, the Operating Partnership, and their consolidated subsidiaries are collectively
referred to as the "Company".
As of December 31, 2019, the Company owned 95 properties that contained an aggregate of approximately 16.7 million net
rentable square feet (collectively, the “Properties”). The Company’s core portfolio of operating properties, as of December 31,
2019, excludes one development property and four redevelopment properties under construction or committed for construction
(collectively, the “Core Properties”). The Properties were comprised of the following as of December 31, 2019:
Office properties ..............................................................................................................
Mixed-use properties .......................................................................................................
Core Properties..............................................................................................................
Development property .....................................................................................................
Redevelopment properties ...............................................................................................
The Properties ...............................................................................................................
Number of
Properties
Rentable Square
Feet
86
4
90
1
4
95
15,450,417
659,625
16,110,042
204,108
397,237
16,711,387
In addition to the Properties, as of December 31, 2019, the Company owned land held for development comprised of 234.7 acres
of undeveloped land, of which 35.2 acres were held for sale. The Company also held leasehold interests in two land parcels
totaling 1.8 acres, each acquired through prepaid 99-year ground leases, and held options to purchase approximately 55.5
additional acres of undeveloped land. As of December 31, 2019, the total potential development that these land parcels could
support, under current zoning and entitlements, including the parcels under option, amounted to an estimated 14.2 million square
feet, of which 0.2 million square feet relates to the 35.2 acres held for sale. As of December 31, 2019, the Company also owned
economic interests in seven unconsolidated real estate ventures (collectively, the “Real Estate Ventures”) (see Note 4, ''Investment
in Unconsolidated Real Estate Ventures” for further information). The Properties and the properties owned by the Real Estate
Ventures are located in or near Philadelphia, Pennsylvania; Austin, Texas; Metropolitan Washington, D.C.; Southern New Jersey;
and Wilmington, Delaware.
All references to building square footage, rentable square feet, acres, occupancy percentage, the number of buildings, and tax
basis are unaudited.
The Company conducts its third-party real estate management services business primarily through six management companies
(collectively, the “Management Companies”): Brandywine Realty Services Corporation (“BRSCO”), BDN Management Inc.
(“BMI”), Brandywine Properties I Limited, Inc. (“BPI”), BDN Brokerage, LLC (“BBL”), Brandywine Properties Management,
L.P. (“BPM”) and Brandywine Brokerage Services, LLC (“BBS”). BRSCO, BMI and BPI are each a taxable REIT subsidiary.
BBS, BBL, and BPM are tax disregarded entities wholly owned by the taxable REIT subsidiary entities. As of December 31,
2019, the Operating Partnership owned, directly and indirectly, 100% of each of BRSCO, BMI, BPI, BBL, BPM and BBS. As
of December 31, 2019, the Management Company subsidiaries were managing properties containing an aggregate of
approximately 24.3 million net rentable square feet, of which approximately 16.7 million net rentable square feet related to
Properties owned by the Company and approximately 7.6 million net rentable square feet related to properties owned by third
parties and Real Estate Ventures.
F-19
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revision of Previously Issued Financial Statements
The Company’s comparative 2017 and 2018 results have been adjusted to correct for the effects of errors discovered during the
second quarter of 2019 relating to the purchase price allocation and depreciable lives for two acquisitions made in a prior period.
The Company has evaluated the impact of the errors to the previously issued financial statements and concluded that the errors
were immaterial to the previously issued financial statements; however, to correct the cumulative effect of the errors in 2019
would significantly impact the 2019 financial statements. Accordingly, the previously issued financial statements have been
corrected. The corrections to the balance sheets include a reduction in cumulative earnings and operating properties and an
increase to accumulated depreciation. The corrections to the prior period income statements result in an increase in depreciation
and amortization and property operating expenses in each period, and an increase in net gain on disposition of real estate for the
for the twelve months ended December 31, 2017. In addition, the impact of an immaterial out of period depreciation adjustment,
which was previously disclosed in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2019,
has been reflected in the correct period.
The following tables and paragraphs present line items of the previously issued financial statements that have been corrected
as a result of the revision:
Balance sheet impacts (in thousands):
Balance Sheet:
Assets (Parent Company and Operating Partnership)
Operating properties
Accumulated depreciation
Operating real estate investments, net
Total assets
Equity (Parent Company)
Additional Paid-in Capital
Cumulative Earnings
Total Brandywine Realty Trust's equity
Noncontrolling interests
Total beneficiaries' equity
Total liabilities and beneficiaries' equity
Equity (Operating Partnership)
General Partnership Capital
Total Brandywine Operating Partnership, L.P.'s equity
Total partners' equity
Total liabilities and partners' equity
December 31, 2018
As
previously
reported
Adjustments
As adjusted
3,953,319
(865,462)
3,087,857
4,098,521
(1,600)
3,951,719
(19,945)
(21,545)
(21,545)
(885,407)
3,066,312
4,076,976
3,200,850
796,513
1,820,253
12,320
1,832,573
4,098,521
1,813,136
1,817,861
1,820,053
4,098,521
(538)
3,200,312
(20,888)
(21,426)
(119)
(21,545)
(21,545)
(21,545)
(21,545)
(21,545)
(21,545)
775,625
1,798,827
12,201
1,811,028
4,076,976
1,791,591
1,796,316
1,798,508
4,076,976
F-20
Statement of Beneficiaries’ / Partners’ Equity impacts (in thousands):
Brandywine Realty Trust
Statement of Beneficiaries' Equity:
Additional paid-in capital, beginning of period
Cumulative earnings, beginning of period
Noncontrolling interest, beginning of period
Additional paid-in capital, December 31, 2018
Cumulative earnings, December 31, 2018
Noncontrolling interests, December 31, 2018
Brandywine Operating Partnership
Statement of Partners' Equity:
Partner Capital, beginning of period
Partner Capital, December 31, 2018
Brandywine Realty Trust
Statement of Beneficiaries' Equity:
Additional paid-in capital, beginning of period
Cumulative earnings, beginning of period
Noncontrolling interest, beginning of period
Additional paid-in capital, December 31, 2017
Cumulative earnings, December 31, 2017
Noncontrolling interests, December 31, 2017
Brandywine Operating Partnership
Statement of Partners' Equity:
Partner Capital, beginning of period
Partner Capital, December 31, 2017
Statement of Operations impacts:
Twelve months ended December 31, 2018
Adjustments
As adjusted
As previously
reported
3,218,564
660,174
17,420
3,200,850
796,513
12,320
(487)
(19,081)
(162)
(538)
(20,888)
(119)
3,218,077
641,093
17,258
3,200,312
775,625
12,201
1,815,411
1,813,136
(19,727)
(21,545)
1,795,684
1,791,591
Twelve months ended December 31, 2017
Adjustments
As adjusted
As previously
reported
3,258,870
539,319
17,093
3,218,564
660,174
17,420
(484)
(18,405)
(160)
(487)
(19,081)
(162)
3,258,386
520,914
16,933
3,218,077
641,093
17,258
1,762,764
1,815,411
(19,049)
(19,727)
1,743,715
1,795,684
Net income for the twelve months ended December 31, 2018 and 2017 has been reduced by $1.8 million and $0.7 million
respectively, with a $0.01 decrease to basic and diluted income per common share and per common partnership unit for the
twelve months ended December 31, 2018. There was a $0.01 decrease to basic income per common share and per common
partnership unit for the twelve months ended December 31, 2017. There was no change to the previously reported diluted income
per common share or per common partnership unit for the twelve months ended December 31, 2017.
There were no impacts to cash flows from operating activities in any period.
Principles of Consolidation
The Company consolidates variable interest entities (“VIEs”) in which it is considered to be the primary beneficiary. VIEs are
entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial
support or that the holders of the equity investment at risk do not have a controlling financial interest. The primary beneficiary
is defined by the entity having both of the following characteristics: (i) the power to direct those matters that most significantly
impact the activities of the VIE and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could
F-21
potentially be significant to the VIE. For entities that the Company has the obligations to fund losses, its maximum exposure to
loss is not limited to the carrying amount of its investments.
The Company continuously assesses its determination of the primary beneficiary for each entity and assesses reconsideration
events that may cause a change in the original determinations.
As of December 31, 2019 and 2018, the Company included in its consolidated balance sheets consolidated VIEs having total
assets of $392.0 million and $414.3 million, respectively, and total liabilities of $255.6 million and $254.1 million, respectively.
When an entity is not deemed to be a VIE, the Company consolidates entities for which it has significant decision making control
over the entity’s operations. The Company’s judgment with respect to its level of influence or control of an entity involves
consideration of various factors including the form of the Company’s ownership interest, its representation in the entity’s
governance, the size of its investment (including loans), estimates of future cash flows, its ability to participate in policy making
decisions and the rights of the other investors to participate in the decision making process and to replace the Company as
manager and/or liquidate the venture, if applicable. The Company’s assessment of its influence or control over an entity affects
the presentation of these investments in the Company’s consolidated financial statements. In addition to evaluating control rights,
the Company consolidates entities in which the outside partner has no substantive kick-out rights to remove the Company as
managing member. The portion of the consolidated entities that are not owned by the Company is presented as noncontrolling
interest as of and during the periods consolidated. All intercompany transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America ("US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ from those estimates.
Operating Properties
Operating properties are carried at historical cost less accumulated depreciation and impairment losses. The value of operating
properties reflects their purchase price or development cost. Acquisition costs related to business combinations are expensed as
incurred, whereas the costs related to asset acquisitions are capitalized as incurred. Costs incurred for the renovation and
betterment of an operating property are capitalized to the Company’s investment in that property. Ordinary repairs and
maintenance are expensed as incurred.
Purchase Price Allocation
For acquisitions of real estate or in-substance real estate that are accounted for as business combinations, we recognize the assets
acquired (including the intangible value of acquired above- or below-market leases, acquired in-place leases and tenant
relationship values), liabilities assumed, noncontrolling interests, and previously existing ownership interests at fair value as of
the acquisition date. Any excess (deficit) of the consideration transferred relative to the fair value of the net assets acquired is
accounted for as goodwill (bargain purchase gain). Acquisition costs related to business combinations are expensed as incurred.
Acquisitions of real estate and in-substance real estate that do not meet the definition of a business are accounted for as asset
acquisitions. The Company generally expects that acquisitions of real estate or in-substance real estate will not meet the definition
of business and therefore are accounted for as asset acquisitions, unless specifically noted otherwise. The accounting model for
asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including
acquisition costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result,
asset acquisitions do not result in recognition of goodwill or a bargain purchase gain. Additionally, because the accounting model
for asset acquisitions is a cost accumulation model, preexisting interests in the acquired assets, if any, are not remeasured to fair
value but continue to be accounted for at their historical cost. Direct acquisition costs are capitalized if an asset acquisition is
probable. If we determine that an asset acquisition is no longer probable, no new costs are capitalized and all capitalized costs
that are not recoverable are written off.
The purchase price is allocated to the acquired assets and assumed liabilities, including land and buildings, as if vacant based
on highest and best use for the acquired assets. The Company assesses and considers fair value of the operating properties based
on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as available
F-22
market information. Estimates of future cash flows are based on a number of factors including the historical operating results,
known and anticipated trends, and market and economic conditions.
The Company allocates the purchase price of properties considered to be business combinations and asset acquisitions to net
tangible and identified intangible assets acquired based on fair values. Above-market and below-market in-place lease values
for acquired properties are recorded based on the present value (using an interest rate which reflects the risks associated with
the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) the
Company’s estimate of the fair market lease rates for the corresponding in-place leases, measured over a period equal to the
remaining noncancellable term of the lease (including the below market fixed renewal periods that are considered probable, if
applicable). Capitalized above-market lease values are amortized as a reduction of rental income over the remaining
noncancellable terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental
income over the remaining noncancellable terms of the respective leases, including any below market fixed-rate renewal option
periods that are considered probable.
Other intangible assets also include in-place leases based on the Company’s evaluation of the specific characteristics of each
tenant’s lease and the Company’s overall relationship with the respective tenant. The Company estimates the cost to execute
leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other
related expenses. This intangible asset is amortized to expense over the remaining term of the respective leases and any fixed-
rate bargain renewal periods. Factors considered by the Company in this analysis include an estimate of the carrying costs during
the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying
costs, the Company includes real estate taxes, insurance, and other operating expenses, and estimates of lost rents at market
rates during the expected lease-up periods, which primarily range from four to twelve months. The Company also considers
information obtained about each property as a result of its pre-acquisition due diligence, marketing, and leasing activities in
estimating the fair value of the tangible and intangible assets acquired. The Company also uses the information obtained as a
result of its pre-acquisition due diligence as part of its consideration of the accounting standard governing asset retirement
obligations and when necessary, will record a conditional asset retirement obligation as part of its purchase price. The Company
also evaluates tenant relationships on a tenant-specific basis. On most of the Company’s acquisitions, this intangible has not
been material and, as a result, no value has been assigned.
In the event that a tenant terminates its lease, the unamortized portion of each intangible, including in-place lease values and
tenant relationship values, is charged to expense and market rate adjustments (above or below) are recorded to revenue.
Depreciation and Amortization
The costs of buildings and improvements are depreciated using the straight-line method based on the following useful lives:
buildings and improvements (5 to 55 years) and tenant improvements (the shorter of (i) the life of the asset (1 to 16 years) or
(ii) the lease term).
Construction-in-Progress
Project costs directly associated with the development and construction of a real estate project are capitalized as construction-
in-progress. Construction-in-progress also includes costs related to ongoing tenant improvement projects. In addition, interest,
real estate taxes, and other expenses that are directly associated with the Company’s development activities are capitalized until
the property is placed in service. Interest expense is capitalized using the Company’s weighted average interest rate. Internal
direct costs are capitalized to projects in which qualifying expenditures are being incurred. See Note 3, ''Real Estate Investments,"
for more information related to the capitalization of project costs.
Ground Leases
The Company is the lessee under long-term ground leases classified as operating leases. The Company makes significant
assumptions and judgments when determining the discount rate for the lease to calculate the present value of the lease payments.
As the rate implicit in the lease is not readily determinable, the Company estimates the incremental borrowing rate (“IBR”) that
it would need to pay to borrow, on a collateralized basis, an amount equal to the lease payments in a similar economic environment,
over a similar lease term. The Company utilizes a market-based approach to estimate the IBR for each individual lease. The
base IBR is estimated utilizing observable mortgage and corporate bond rates, which are then adjusted to account for
considerations related to the Company’s credit rating and the lease term to select an incremental borrowing rate for each lease.
F-23
The right of use assets and lease liabilities are presented as “Right of use asset - operating leases” and “Lease liability - operating
leases”, respectively, on the consolidated balance sheet as of December 31, 2019. The lease liabilities and right of use assets are
amortized on a straight-line basis over the lease term with the corresponding expense classified in “Property operating expenses”
on the consolidated statements of operations.
The most recent CPI adjustment is used to determine the present value of the lease payments for an indexed lease and ultimately
the right of use asset and corresponding lease liability. Rent payments for amounts in excess of this estimated growth rate will
be expensed on a cash basis as incurred and are considered variable lease costs.
Impairment of Real Estate Investments
The Company reviews its real estate investments for impairment following the end of each quarter for each of its real estate
investments where events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company
updates leasing and other assumptions regularly, paying particular attention to real estate investments where there is an event
or change in circumstances that indicates an impairment in value. Additionally, the Company considers strategic decisions
regarding the future development plans for real estate investment under development and other market factors. For real estate
investments to be held and used, the Company analyzes recoverability based on the estimated undiscounted future cash flows
expected to be generated from the operations and eventual disposition of the assets over, in most cases, a 10-year hold period.
If there is significant possibility that the Company will dispose of assets earlier, it analyzes the recoverability using a probability
weighted analysis of the undiscounted future cash flows expected to be generated from the operations and eventual disposition
of each asset using various probable hold periods. If the recoverability analysis indicates that the carrying value of the tested
real estate investment is not recoverable, the real estate investment is written down to its fair value and an impairment is recognized
in the amount of the excess of the carrying amount of the asset over its fair value. If and when the Company’s plans change, it
revises its recoverability analysis to use cash flows expected from operations and eventual disposition of each asset using hold
periods that are consistent with its revised plans.
Estimated future cash flows used in such analysis are based on the Company’s plans for the real estate investment and its views
of market economic conditions. The estimates consider assumptions, including but not limited to market rental rates, capitalization
rates, and recent sales data for comparable real estate investments. Future cash flows are discounted when determining fair value
of an asset. Most of these assumptions are influenced by our direct experience with the real estate investments and their markets
as well as market data obtained from real estate leasing and brokerage firms.
Assets Held for Sale
The Company generally reclassifies assets to held for sale when the transaction has been approved by its Board of Trustees, or
by officers vested with authority to approve the transaction, and there are no known significant contingencies relating to the sale
of the real estate investment within one year of the consideration date and the consummation of the transaction is otherwise
considered probable. When a real estate investment is designated as held for sale, the Company stops depreciating the real estate
investment and estimates the real estate investment’s fair value, net of selling costs. If the determination is made that the estimated
fair value, net of selling costs, is less than the net carrying value of the real estate investment, an impairment is recognized,
reducing the net carrying value of the real estate investment to estimated fair value less selling costs. For periods in which a real
estate investment is classified as held for sale, the Company classifies the assets and liabilities, as applicable, of the real estate
investment as held for sale on the consolidated balance sheet for such periods.
Impairment of Land Held for Development
When demand for build-to-suit properties declines and the ability to sell land held for development deteriorates, or other market
factors indicate possible impairment in the recoverability of land held for development, it is reviewed for impairment by comparing
its fair value to its carrying value. If the estimated sales value is less than the carrying value, the carrying value is written down
to its estimated fair value. Estimated fair value is generally determined using a market valuation approach, comparing the subject
property to recent comparable market transactions in a similar location; or using estimated cash flows.
Cash and Cash Equivalents
Cash and cash equivalents are highly-liquid investments with original maturities of three months or less. The Company maintains
cash equivalents in money market accounts with financial institutions in excess of insured limits, but believes this risk is mitigated
by only investing in or through major financial institutions. The Company does not invest its available cash balances in money
F-24
market funds. As such, available cash balances are appropriately reflected as cash and cash equivalents on the consolidated
balance sheets.
Restricted Cash
Restricted cash consists of cash held as collateral to provide credit enhancement for the Company’s mortgage debt, cash for
property taxes, capital expenditures and tenant improvements. Restricted cash also includes cash held by qualified intermediaries
for possible investments in like-kind exchanges in accordance with Section 1031 of the Internal Revenue Code in connection
with sales of the Company’s properties. Restricted cash is included in “Other assets” in the consolidated balance sheets.
Accounts Receivable and Accrued Rent Receivable
Generally, leases with tenants are accounted for as operating leases. Minimum lease payments under tenant leases are recognized
on a straight-line basis over the term of the related lease. The cumulative difference between lease revenue recognized under
the straight-line method and contractual lease payment terms are recorded as “Accrued rent receivable, net” on the consolidated
balance sheets. Included in current tenant receivables are tenant reimbursements which are comprised of amounts recoverable
from tenants for common area maintenance expenses and certain other recoverable expenses that are recognized as revenue in
the period in which the related expenses are incurred.
Tenant receivables and accrued rent receivables are carried net of the allowances for doubtful accounts. The allowance for
doubtful accounts is an estimate based on the Company's experience of the probability of future events confirming a loss and
represents the estimated probable losses. For tenant receivables, the allowance is calculated by applying a range of loss percentages
to receivable aging categories. For accrued rent receivables, the allowance is calculated by assigning risk factors by industry
which are primarily based on the Company's historical collection and charge-off experience adjusted for current market
conditions, which requires management's judgment.
Investments in Unconsolidated Real Estate Ventures
Under the equity method, investments in real estate ventures are recorded initially at cost and subsequently adjusted for equity
in earnings, contributions, distributions, and impairments. For real estate ventures that are constructing assets to commence
planned principal operations, the Company capitalizes interest expense to the extent that it is recoverable using the Company’s
weighted average interest rate of consolidated debt and its investment balance as a basis. Planned principal operations commence
when a property is available to lease and at that point in time, the Company ceases capitalizing interest to its investment basis.
At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Company’s
investments in real estate ventures. An investment is other than temporarily impaired only if the fair value of the investment in
a real estate venture, as estimated by management, is less than the carrying value and the decline is other than temporary. To the
extent that an other than temporary impairment has occurred, an impairment charge is recorded in the amount of the excess of
the carrying amount of the investment over the estimated fair value. Management is required to make significant judgments
about the estimated fair value of its investments to determine if an impairment exists. Fair value is generally determined through
income valuation approaches, including discounted cash flows and direct capitalization models.
When the Company acquires an interest in or contributes assets to a real estate venture project, the difference between the
Company’s cost basis in the investment and the value of the real estate venture or asset contributed is amortized over the life of
the related assets, intangibles, and liabilities and such adjustment is included in the Company’s share of equity in income of
unconsolidated Real Estate Ventures.
Deferred Costs
Certain costs incurred in connection with property leasing are capitalized as deferred leasing costs. Deferred leasing costs consist
primarily of third-party and internal leasing commissions that are amortized using the straight-line method over the life of the
respective lease which generally ranges from 1 to 16 years. Management re-evaluates the remaining useful lives of leasing costs
in conjunction with changes in the respective lease term.
F-25
Notes Receivable
The Company accounts for notes receivable on its balance sheet at amortized cost, net of allowance for loan losses. Interest
income is recognized over the term of the notes receivable and is calculated based on the contractual terms of each note agreement.
Notes receivable are placed on nonaccrual status when management determines, after considering economic and business
conditions and collection efforts, that the loans are impaired, or collection of interest is doubtful. Uncollectible interest previously
accrued is recognized as bad debt expense. Interest income on nonaccrual loans is recognized only to the extent that cash payments
are received.
Deferred Financing Costs
Costs incurred in connection with debt financing are capitalized as a direct deduction from the carrying value of the debt, except
for costs capitalized related to the Company’s revolving credit facility, which are capitalized within the “Deferred costs, net”
caption on the accompanying consolidated balance sheets. Deferred financing costs are charged to interest expense over the
terms of the related debt agreements. Deferred financing costs consist primarily of loan fees which are amortized over the related
loan term on a basis that approximates the effective interest method. Deferred financing costs are accelerated, when debt is
extinguished, as part of the “Interest expense-amortization of deferred financing costs” caption within the Company’s
consolidated statements of operations. Original issue discounts are recognized as part of the gain or loss on extinguishment of
debt, as appropriate.
Revenue Recognition
Rental Revenue
The Company generates revenue under leases with tenants occupying the Properties. Generally, leases with tenants are accounted
for as operating leases. As of December 31, 2019 and 2018, the Company does not have any leases classified as direct-financing
or sales-type leases. The operating leases have various expiration dates.
Fixed lease payments under tenant leases are recognized on a straight-line basis over the term of the related lease. The cumulative
difference between lease revenue recognized under the straight-line method and contractual lease payments are recorded as
“Accrued rent receivable” on the consolidated balance sheets. Variable lease payments are recognized as lease revenue in the
period in which changes occur in facts and circumstances on which the variable lease payments are based.
Topic 842 requires a binary approach to evaluating leases for collectability. Lessors are required to determine if it is probable
that substantially all of the lease payments will be collected from the tenant over the lease term. Should the lessor determine
that it is not probable that substantially all of the lease payments will be collected, the standard requires that the lessor write off
any accrued rent receivable and begin recognizing lease payments on a cash basis.
The Company’s lease revenue is impacted by the Company’s determination of whether improvements to the property, whether
made by the Company or by the tenant, are landlord assets. The determination of whether an improvement is a landlord asset
requires judgment. In making this judgment, the Company’s primary consideration is whether an improvement would be utilizable
by another tenant upon the then-existing tenant vacating the improved space. If the Company has funded an improvement that
it determines not to be landlord assets, then it treats the cost of the improvement as a lease incentive. If the tenant has funded
an improvement that the Company determines to be landlord assets, then the Company treats the costs of the improvement as
deferred revenue and amortizes these costs into revenue over the lease term.
For certain leases, the Company also makes significant assumptions and judgments in determining the lease term, including
assumptions when the lease provides the tenant with an early termination option or purchase option. The lease term impacts the
period over which the Company determines and records lease payments and also impacts the period over which it amortizes
lease-related costs. The Company considers all relevant factors that create an economic incentive for the lessee and uses judgment
to determine if those factors, considered together, signify that the lessee is reasonably certain to exercise the option. For leases
where a tenant executes a lease termination, termination fees are recognized over the modified term of the lease as rental income.
Additionally, any deferred rents receivable are accelerated over the modified lease term.
The Company’s leases also typically provide for tenant reimbursement of a portion of common area maintenance expenses and
other operating expenses to the extent that a tenant’s pro rata share of expenses exceeds a base year level set in the lease or to
F-26
the extent that the tenant has a lease on a triple net basis. As the timing and pattern of revenue recognition is the same, rents and
tenant reimbursements are treated as a combined lease component and included in the "Rents" caption within the Company's
consolidated statements of operations.
Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the
lease term, including amortization of lease incentives and above or below market rent intangibles, and parking income that is
fixed under a long-term contract. Variable lease payments include reimbursements billed to tenants, termination fees, bad debt
expense, and parking income that is not fixed under a long-term contract.
Point of Sale Revenue
Point of sale revenue consists of parking, restaurant, and flexible stay revenue from the Company’s hotel operations. Point of
sale service obligations are performed daily, and the customer obtains control of those services simultaneously as they are
performed. Accordingly, revenue is recorded on an accrual basis as it is earned, coinciding with the services that are provided
to the Company’s customers. Parking and flexible stay revenue is recognized within rents and restaurant income is recognized
within other income on the consolidated statements of operations.
Third party management fees, labor reimbursement, and leasing
The Company performs property management services for third-party property owners of real estate that consist of: (i) providing
leasing services, (ii) property inspections, (iii) repairs and maintenance monitoring, and (iv) financial and accounting oversight.
For these services, the Company earns management fees monthly, which are based on a fixed percentage of each managed
property’s financial results, and is reimbursed for the labor costs incurred by its property management employees as services
are rendered to the property owners. The Company determined that control over the services is passed to its customers
simultaneously as performance occurs. Accordingly, management fee revenue is earned as the services are provided to the
Company’s customers.
Lease commissions are earned when the Company, as a broker for the third party property owner, executes a lease agreement
with a tenant. Based on the terms of the Company’s lease commission contracts, the Company's performance obligation to the
customer has been completed upon execution of each lease agreement. The Company’s lease commissions are earned based on
a fixed percentage of rental income generated for each executed lease agreement and there is no variable income component.
Development fee revenue is earned through two different sources: (i) the Company performs development services for third
parties as an agent and earns fixed development fees based on a percentage of construction costs incurred over the construction
period, and (ii) the Company acts as a general contractor on behalf of one of its managed real estate ventures. The Company
acts as the principal construction company for the real estate ventures and records gross revenue as it provides construction
services based on the quantifiable construction outputs.
In applying the cost based output method of revenue recognition, the Company uses the actual costs incurred relative to the total
estimated costs to determine its progress towards contract completion and to calculate the corresponding gross revenue and
gross profit to recognize. For any costs that do not contribute to satisfying the Company’s performance obligations, it excludes
such costs from its output methods of revenue recognition as the amounts are not reflective of transferring control of the outputs
to the customer. The use of estimates in this calculation involves significant judgment.
F-27
The following is a summary of revenue earned by the Company’s reportable segments (see Note 18, ''Segment Information,” for
further information) during the year ended December 31, 2019 (in thousands):
Amortization of
deferred market rents ...
Daily parking & hotel
flexible stay..................
Total rents.....................
Third party
management fees,
labor reimbursement
and leasing ...................
Other income................
Total revenue................ $
Fixed rent ..................... $
Variable rent .................
Total lease revenue ....
Philadelphia
CBD
178,481
58,580
237,061
Pennsylvania
Suburbs
125,969
$
14,282
140,251
Austin, Texas
62,232
$
34,748
96,980
Metropolitan
Washington,
D.C.
39,420
$
$
4,029
43,449
3,745
(12)
4,638
—
18,665
259,471
174
165
140,413
101,783
824
44,273
Other
7,834
3,080
10,914
486
232
Corporate (a)
$
(2,412) $
(495)
(2,907)
—
—
11,632
(2,907)
Total
411,524
114,224
525,748
8,857
20,060
554,665
876
3,422
43
628
1,956
418
6,922
303
2,915
11
6,914
1,344
19,626
6,126
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.
Income Taxes
Parent Company
The Parent Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986,
as amended (the “Code”). In order to continue to qualify as a REIT, the Parent Company is required to, among other things,
distribute at least 90% of its annual REIT taxable income to its shareholders and meet certain tests regarding the nature of its
income and assets. As a REIT, the Parent Company is not subject to federal and state (in states that follow federal rules) income
taxes with respect to the portion of its income that meets certain criteria and is distributed annually to its shareholders.Accordingly,
a nominal provision for federal and state (as applicable) income taxes is included in the accompanying consolidated financial
statements with respect to the operations of the Parent Company. The Parent Company intends to continue to operate in a manner
that allows it to meet the requirements for taxation as a REIT. If the Parent Company fails to qualify as a REIT in any taxable
year, it will be subject to federal and state (as applicable) income taxes and may not be able to qualify as a REIT for the four
subsequent tax years. The Parent Company is subject to certain local income taxes. Provision for federal income taxes is recorded
in the income tax provision line item and state and local income taxes have been included in operating expenses in the Parent
Company’s consolidated statements of operations.
The tax basis of the Parent Company’s assets was $3.2 billion and $3.3 billion for the years ended December 31, 2019 and
December 31, 2018, respectively.
The Parent Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time
limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Parent Company’s ordinary
income and (b) 95% of the Parent Company’s net capital gain exceeds cash distributions and certain taxes paid by the Parent
Company. No excise tax was incurred in 2019, 2018 or 2017.
The Parent Company has elected to treat several of its subsidiaries as taxable REIT subsidiaries (each a “TRS”). A TRS is subject
to federal, state and local income tax. In general, a TRS may perform non-customary services for tenants, hold assets that the
Parent Company, as a REIT, cannot hold directly and generally may engage in any real estate or non-real estate related business.
The Company’s taxable REIT subsidiaries did not have material tax provisions or deferred income tax items as of December 31,
2019 and December 31, 2018.
F-28
Operating Partnership
In general, the Operating Partnership is not subject to federal and state income taxes, and accordingly, no provision for income
taxes has been made in the accompanying consolidated financial statements. The partners of the Operating Partnership are
required to include their respective share of the Operating Partnership’s profits or losses in their respective tax returns. The
Operating Partnership’s tax returns and the amount of allocable partnership profits and losses are subject to examination by
federal and state taxing authorities. For any year beginning on or after January 1, 2018, the Operating Partnership can be assessed
with federal income tax in the course of an audit by the IRS. Under the new partnership audit rules included in the Bipartisan
Budget Act of 2015, the Operating Partnership has the option to make a push-out election and allocate the partnership adjustments
to all the former partners for the tax year under audit.
The tax basis of the Operating Partnership’s assets was $3.2 billion and $3.3 billion for the years ended December 31, 2019 and
December 31, 2018, respectively.
The Operating Partnership may elect to treat a subsidiary REIT under Sections 856 through 860 of the Code, if applicable. Each
subsidiary REIT would be required to meet the requirements for treatment as a REIT under Sections 856 through 860 of the
Code. If a subsidiary REIT fails to qualify as a REIT in any taxable year, that subsidiary REIT would be subject to federal and
state income taxes and would not be able to qualify as a REIT for the four subsequent taxable years. Also, each subsidiary REIT
would be subject to certain local income taxes.
The Operating Partnership has elected to treat several of its subsidiaries as TRSs, which are subject to federal, state and local
income tax.
Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders, as adjusted for
unallocated earnings, if any, of certain securities, by the weighted average number of common shares outstanding during the
year. Diluted EPS reflects the potential dilution that could occur from common shares issuable in connection with awards under
share-based compensation plans, including upon the exercise of stock options, and conversion of the noncontrolling interests
in the Operating Partnership. Anti-dilutive shares are excluded from the calculation.
Earnings Per Unit
Basic earnings per unit is computed by dividing net income available to common unitholders, as adjusted for unallocated earnings,
if any, of certain securities issued by the Operating Partnership, by the weighted average number of common unit equivalents
outstanding during the year. Diluted earnings per unit reflects the potential dilution that could occur from units issuable in
connection with awards under share-based compensation plans, including upon the exercise of stock options. Anti-dilutive units
are excluded from the calculation.
Share-Based Compensation Plans
The Parent Company maintains a shareholder-approved equity-incentive plan known as the Amended and Restated 1997 Long-
Term Incentive Plan (the “1997 Plan”). The 1997 Plan is administered by the Compensation Committee of the Parent Company’s
Board of Trustees. Under the 1997 Plan, the Compensation Committee is authorized to award equity and equity-based awards,
including incentive stock options, non-qualified stock options, restricted shares and performance-based shares. The Company's
share-based employee compensation plan is described more fully in Note 14, ''Share Based Compensation, 401(k) Plan and
Deferred Compensation."
Comprehensive Income
Comprehensive income is recorded in accordance with the provisions of the accounting standard for comprehensive income.
The accounting standard establishes standards for reporting comprehensive income and its components in the financial statements.
Comprehensive income includes the effective portions of changes in the fair value of derivatives.
F-29
Accounting for Derivative Instruments and Hedging Activities
The Company accounts for its derivative instruments and hedging activities in accordance with the accounting standard for
derivative and hedging activities. The accounting standard requires the Company to measure every derivative instrument
(including certain derivative instruments embedded in other contracts) at fair value and record them on the balance sheet as
either an asset or liability. See disclosures below related to the accounting standard for fair value measurements and disclosures.
For derivatives designated as cash flow hedges, the effective portions of changes in the fair value of the derivative are reported
in other comprehensive income while the ineffective portions are recognized in earnings.
The Company actively manages its ratio of fixed-to-floating rate debt. To manage its fixed and floating rate debt in a cost-
effective manner, the Company, from time to time, enters into interest rate swap agreements as cash flow hedges, under which
it agrees to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts.
Fair Value Measurements
The Company estimates the fair value of its derivatives in accordance with the accounting standard for fair value measurements
and disclosures. The accounting standard defines fair value as the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to
maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard
describes three levels of inputs that may be used to measure fair value. Financial assets and liabilities recorded on the consolidated
balance sheets are categorized based on the inputs to the valuation techniques as follows:
•
•
•
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.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value
hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level
input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular
input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
Non-financial assets and liabilities recorded at fair value on a non-recurring basis include non-financial assets and liabilities
measured at fair value in a purchase price allocation and the impairment. The fair values assigned to the Company's purchase
price allocations primarily utilize Level 3 inputs. The fair value assigned to the long-lived assets and equity method investments
for which there was impairment recorded utilize Level 3 inputs.
New Accounting Pronouncements Adopted
In February 2016, the FASB issuedASU 2016-02, Leases (Topic 842), modifying the principles for the recognition, measurement,
presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees
to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the
lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based
on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to
record a right-of-use asset and lease liability for all leases with a term of greater than twelve months regardless of their
classification. Leases with a term of twelve months or less will be accounted for in the same manner as operating leases under
ASC 840, Leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to
previous guidance for sales-type leases, direct financing leases, and operating leases. The guidance supersedes previously issued
guidance under ASC 840.
The Company adopted Topic 842 effective January 1, 2019. In applying the modified retrospective transition method, the
Company elected the package of practical expedients available for implementation, which allows for the following:
F-30
•
•
•
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.
Furthermore, the Company elected the optional transition method to make January 1, 2019 the initial application date of the
standard. This package of practical expedients allows entities to account for their existing leases for the remainder of their
respective lease terms following the previous accounting guidance.
The Company also elected to adopt the optional transition practical expedient provided in ASU 2018-01 to not evaluate under
Topic 842 for existing or expired land easements prior to the application date to determine if they meet the definition of a lease.
The Company also elected to adopt the practical expedient offered in ASU 2018-11 that allows lessors to not allocate the total
consideration to lease and nonlease components, such as tenant reimbursements, based on their relative standalone selling prices
as the timing and pattern of revenue recognition of the combined single lease component is the same and the leases are classified
as operating leases.
The Company elected to adopt ASU 2018-20, which allows lessors to not evaluate whether certain sales taxes and other similar
taxes are lessor costs or lessee costs. Instead, lessors will account for those costs as if they are lessee costs. All collections from
lessees of taxes within the scope of the election are excluded from the consideration of the contract and from variable payments
not included in the consideration of the contract.
The Company has evaluated all leases for collectability and is recognizing lease payments for certain leases on a cash basis
because collectability of substantially all of the lease payments is not probable. As a result, the write off of the accrued rent
receivable of $0.7 million was recorded by the Company upon adoption of Topic 842 as a cumulative effect of accounting change
adjustment to equity through “Cumulative earnings” on the consolidated balance sheets.
While adoption of the practical expedient allows the Company to not revisit the classification of existing leases, the Company
measured the present value of the future lease payments for each ground lease agreement for which the Company is the lessor
and recognized a right of use asset and lease liability in the aggregate amount of $22.4 million, each as of January 1, 2019.
New Accounting Pronouncements Issued but not yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326), which changes how entities
measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net
income. The guidance replaces the current incurred loss model with an expected loss approach, resulting in more timely
recognition of such losses. In November 2018, the FASB released ASU 2018-19, Codification Improvements to Topic 326,
Financial Instrument - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of
Subtopic 326-20. The guidance is effective for the Company on January 1, 2020. The Company has evaluated the impact of this
new guidance on reserves for notes receivable, and has concluded that the guidance will not have a material impact on its
consolidated financial statements.
F-31
3. REAL ESTATE INVESTMENTS
As of December 31, 2019 and 2018, the gross carrying value of the operating properties was as follows (in thousands):
Land......................................................................................................................................... $
Building and improvements ....................................................................................................
Tenant improvements ..............................................................................................................
489,702
$
487,301
3,049,395
467,362
3,048,889
415,529
Total....................................................................................................................................... $
4,006,459
$
3,951,719
December 31,
2019
December 31,
2018
Construction-in-Progress
Internal direct construction costs totaling $7.4 million in 2019, $7.0 million in 2018, and $6.1 million in 2017 and interest totaling
$3.2 million in 2019, $3.6 million in 2018, and $3.1 million in 2017 were capitalized related to the development of certain
properties and land holdings.
During the years ended December 31, 2019, 2018 and 2017, the Company’s internal direct construction costs are comprised
entirely of capitalized salaries. The following table shows the amount of compensation costs (including bonuses and benefits)
capitalized for the years presented (in thousands):
Development ................................................................................................ $
Redevelopment ............................................................................................
Tenant Improvements...................................................................................
Total ............................................................................................................. $
3,047
$
3,185
$
775
3,609
968
2,811
7,431
$
6,964
$
4,390
319
1,354
6,063
December 31,
2019
2018
2017
2019 Acquisitions
During the year ended December 31, 2019, the Company did not acquire any properties from a third party.
2018 Acquisitions
On December 19, 2018, the Company acquired an office property containing 120,559 rentable square feet located at 4516 Seton
Center Parkway in Austin, Texas, known as Quarry Lake II, for a gross purchase price of $39.5 million.
On December 11, 2018, the Company acquired from DRA Advisors (“DRA”), its 50% ownership interest in the G&I Austin
Office LLC real estate venture (the "Austin Venture”) for an aggregate purchase price of $535.1 million. The Austin Venture
owned twelve office properties (“the Austin Venture Portfolio”) containing an aggregate 1,570,123 square feet located in Austin,
Texas. As a result of the acquisition, the Company acquired complete ownership of the Austin Venture Portfolio. The aggregate
purchase price reflects the sum of: (i) the amount of such investment plus (ii) a $103.8 million non-cash accounting remeasurement
gain related to the Company’s original investment in the Austin Venture Portfolio, reflected in the “Net gain on real estate venture
transactions” in the consolidated statements of operations plus (iii) $28.3 million on account of the value of the Company’s
promoted interest in the Austin Venture plus (iv) $14.6 million on account of the carrying amount of the Company’s original
investment in the Austin Venture Portfolio. At settlement, the Company assumed $115.5 million of mortgage debt and received
a credit at settlement of $130.7 million for a note receivable provided to the Austin Venture on November 1, 2018. This note
receivable was used to repay one of Austin Venture’s mortgage loans prior to the December 11, 2018 acquisition date. The
Company also obtained working capital of $24.9 million. Subsequent to receiving cash proceeds for its promoted interest in the
Austin Venture and recognizing a remeasurement gain, the Company funded the acquisition with an aggregate cash payment of
$117.3 million. Additionally, the assumed mortgage debt of $115.5 million was repaid at settlement. Both cash payments were
funded through borrowings under the Company’s unsecured credit facility. The Company recognized a $28.3 million gain on
its promoted interest in the Austin Venture, reflected in the caption “Gain on promoted interest in unconsolidated real estate
venture” in the consolidated statements of operations. The gain on promoted interest was based off of the returns earned over
F-32
the duration of the Austin Venture and the returns were determined based on operating results and real estate valuation of the
venture.
The Company previously accounted for its 50% non-controlling interest in the Austin Venture under the equity method of
accounting. As a result of the Company’s acquisition of DRA’s 50% ownership interest in the Austin Venture, the Company
obtained control of Austin Venture and the Company’s existing investment balance was remeasured based on the fair value of
the underlying properties acquired and the existing distribution provisions under the relevant partnership agreement, including
the Company’s entitlement to a distribution on account of its promoted interest.
On June 29, 2018, the Company acquired, through a 99-year ground lease, the leasehold interest in a one-acre land parcel, located
at 3025 JFK Boulevard, in Philadelphia, Pennsylvania. The Company prepaid $15.0 million of ground lease rent and, in
accordance with ASC 840, capitalized $0.3 million of costs related to entering the lease. Additionally, the ground lease required
the Company to pay $5.6 million for a leasehold valuation credit, which can be applied to increase the density of the projects
subject to the Schuylkill Yards Project master development agreement. Of this credit, $2.4 million will be applied to the
development of 3001-3003 and 3025 JFK Boulevard if the Company constructs a minimum of 1.2 million square feet of floor
area ratio (“FAR”) on these land parcels. The remaining credit of $3.2 million can be used for development in excess of 1.2
million FAR at 3001-3003 and 3025 JFK Boulevard or toward future ground lease takedowns at the Schuylkill Yards Development
Site. This $3.2 million credit is reimbursed if the master development agreement is terminated by the landowner. Based on the
Company’s evaluation under ASC 840, the ground lease is classified as an operating lease. The ground lease and credit are
included in the “Prepaid leasehold interests in land held for development, net” and “Other assets” captions, respectively, in the
consolidated balance sheets.
On March 22, 2018, the Company acquired, through a 99-year ground lease, the leasehold interest in a one-acre land parcel,
located at 3001-3003 JFK Boulevard, in Philadelphia, Pennsylvania. The Company prepaid $24.6 million of ground lease rent
and capitalized $0.3 million of costs related to entering the lease. The ground lease is classified as an operating lease and included
in the “Prepaid leasehold interests in land held for development, net,” caption in the consolidated balance sheets.
On January 5, 2018, the Company acquired, from its then partner in each of the Four Tower Bridge real estate venture and the
Seven Tower Bridge real estate venture, the partner’s 35% ownership interest in the Four Tower Bridge real estate venture in
exchange for the Company's 20% ownership interest in the Seven Tower Bridge real estate venture. As a result of this non-
monetary exchange, the Company acquired 100% of the Four Tower Bridge real estate venture, which owns an office property
containing 86,021 square feet, in Conshohocken, Pennsylvania, encumbered with $9.7 million in debt. The Company previously
accounted for its noncontrolling interest in Four Tower Bridge using the equity method. As a result of the exchange transaction,
the Company obtained control of the Four Tower Bridge property.
The Company’s acquisition of the 35% ownership interest in Four Tower Bridge from its former partner resulted in the
consolidation of the property. The unencumbered acquisition value of $23.6 million was determined under the comparative sales
approach, which utilized observable transactions within the Conshohocken submarket.
F-33
The acquisition values have been allocated as follows (in thousands):
Acquisition Date ........................................................................
Building, land and improvements .............................................. $
Intangible assets acquired ..........................................................
Below market lease liabilities assumed .....................................
Deferred gain (a) ........................................................................
Total unencumbered acquisition value....................................... $
Mortgage debt assumed - at fair value (b) .................................
Total encumbered acquisition value........................................... $
Total unencumbered acquisition value.......................................
Mortgage debt assumed - at fair value (b) .................................
Mortgage debt repaid at settlement (c) ......................................
Investment in unconsolidated real estate ventures.....................
Gain on promoted interest in unconsolidated real estate
venture........................................................................................
Gain on real estate venture transactions.....................................
Purchase price reduction for note receivable (d) .......................
Net working capital assumed .....................................................
Total cash payment at settlement ............................................... $
Weighted average amortization period of intangible assets.......
Weighted average amortization period of below market
liabilities assumed......................................................................
Quarry Lake II
Austin Venture
Portfolio
12/19/2018
12/11/2018
Four Tower
Bridge
1/5/2018
35,120
$
457,390
$
5,809
(1,524)
—
39,405
—
39,405
39,405
$
$
—
—
—
—
—
—
(368)
76,925
(13,769)
14,594
535,140
—
535,140
$
$
535,140
—
(115,461)
(14,594)
(28,283)
(103,847)
(130,742)
(24,865)
39,037
$
117,348
$
0
3.0 years
5.5 years
4.6 years
20,734
3,144
(182)
—
23,696
(9,940)
13,756
23,696
(9,940)
—
(3,502)
—
(11,633)
—
1,379
—
4.1 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.
Quarry Lake II contributed approximately $0.1 million of revenue and $0.1 million of net income, included in the Company’s
consolidated statements of operations, for the twelve-month period ended December 31, 2018.
Austin Venture Portfolio contributed approximately $3.4 million of revenue and $1.3 million of net loss, included in the
Company’s consolidated statements of operations, for the twelve-month period ended December 31, 2018.
Four Tower Bridge contributed approximately $2.8 million of revenue and $0.3 million of net income, included in the Company’s
consolidated statements of operations, for the twelve-month period ended December 31, 2018.
The unaudited pro forma information below summarizes the Company’s combined results of operations for the years ended
December 31, 2018 and December 31, 2017, respectively, as though the acquisition of theAustin Venture Portfolio was completed
on January 1, 2017. The supplemental pro forma operating data is not necessarily indicative of what the actual results of operations
would have been assuming the transaction had been completed as set forth above, nor do they purport to represent the Company’s
results of operations for future periods (in thousands).
Pro forma revenue ................................................................................................................. $
Pro forma net income ............................................................................................................
Pro forma net income available to common shareholders ....................................................
602,713
$
134,142
134,142
582,244
115,475
115,475
December 31,
2018
2017
F-34
2017 Acquisitions
On October 13, 2017, the Company acquired, through a 99-year prepaid ground lease, the leasehold interest in an office property
containing 282,709 rentable square feet located at 3025 Market Street in Philadelphia, Pennsylvania, known as The Bulletin
Building, for a gross purchase price of $35.0 million. The purchase price and acquisition-related costs have been allocated as
follows (in thousands):
Building and improvements ................................................................................................................................ $
Construction-in-progress.....................................................................................................................................
Intangible assets acquired (a) ..............................................................................................................................
Below market lease liabilities assumed (b).........................................................................................................
$
(a) Weighted average amortization period of 7.9 years.
(b) Weighted average amortization period of 7.0 years.
October 13,
2017
30,583
672
10,575
(4,055)
37,775
The Bulletin Building contributed approximately $1.2 million of revenue and approximately $0.4 million of net loss in the
Company’s consolidated statements of operations, for the period from October 13, 2017 through December 31, 2017.
On July 28, 2017, the Company acquired an office building containing 58,587 rentable square feet located at 3000 Market
Street, in Philadelphia, Pennsylvania, for $32.7 million. The purchase price and acquisition-related costs have been allocated as
follows (in thousands):
Building, land and improvements ....................................................................................................................... $
Intangible assets acquired (a) ..............................................................................................................................
Below market lease liabilities assumed (b).........................................................................................................
$
32,004
2,562
(1,818)
32,748
July 28, 2017
(a) Weighted average amortization period of 5.9 years.
(b) Weighted average amortization period of 6.0 years.
3000 Market Street contributed approximately $0.8 million of revenue and a $0.5 million of net loss in the Company’s consolidated
statements of operations, for the period from July 28, 2017 through December 31, 2018.
F-35
Dispositions
The following table summarizes the properties sold during the years ended December 31, 2019, 2018 and 2017 (dollars in
thousands):
Property/Portfolio Name
Disposition Date
Location
1900 Gallows Rd
9 Presidential Boulevard
September 11, 2019
Vienna, VA
March 15, 2019
Bala Cynwyd, PA
Property
Type
Office
Land
Subaru National Training Center (b)
December 21, 2018
Camden, NJ
Mixed-use
83,000
45,300
Rockpoint Portfolio (c)
20 East Clementon Road
Garza Ranch - Office (d)
Westpark Land
December 20, 2018
Herndon, VA
June 21, 2018
Gibbsboro, NJ
March 16, 2018
Austin, TX
January 10, 2018
Durham, NC
11, 14, 15, 17 and 18 Campus Boulevard
(Newtown Square)
November 22, 2017
Newtown Square,
PA
Office
Office
Land
Land
Office
630 Allendale Road
50 E. Swedesford Square
Bishop's Gate
Two, Four A, Four B and Five Eves Drive
(Evesham Corporate Center) (e)
September 13, 2017
Malvern, PA
July 18, 2017
Mount Laurel, NJ
June 27, 2017
Marlton, NJ
7000 Midlantic Drive
June 12, 2017
Mount Laurel, NJ
Garza Ranch - Multi-family (d)
April 28, 2017
Austin, TX
200, 210 & 220 Lake Drive East (Woodland Falls)
March 30, 2017
Cherry Hill, NJ
Philadelphia Marine Center (Marine Piers) (f)
March 15, 2017
Philadelphia, PA
Mixed-use
11700, 11710, 11720 & 11740 Beltsville Drive
(Calverton) (g)
Gateway Land - Site C
1200 & 1220 Concord Avenue (Concord Airport
Plaza)
Garza Ranch - Hotel (d)
March 13, 2017
Beltsville, MD
February 15, 2017
Richmond, VA
February 2, 2017
Concord, CA
January 30, 2017
Austin, TX
Office
Land
Office
Land
Land
Land
Office
Retail
Land
Office
Rentable
Square Feet/
Acres
Sales
Price
Gain/
(Loss) on
Sale (a)
210,632
$ 36,400
$
(367)
2.7 Acres
5,325
751
2,570
397
(35)
1,515
22
1,293,197
312,000
38,260
6.6 acres
13.1 acres
2,000
14,571
485
252,802
42,000
19,642
12.0 acres
49.5 acres
134,794
10,784
8.4 acres
215,465
181,900
313,810
7,200
6,000
9,700
8,200
11,800
19,000
21,400
9,000
4.8 acres
1,100
350,256
33,100
1.7 acres
3,500
882
71
(325)
1,413
1,311
(249)
6,498
—
—
551
192
October 31, 2017
King of Prussia, PA
Office
150,000
17,500
3,605
(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.
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.”
(c)
(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.
F-36
During the year ended December 31, 2019, the Company also recorded a $1.0 million gain related to contingent consideration
received related to a land sale that closed in a prior period in the Other segment. We also received additional proceeds from a
sale that closed in a prior year related to a property in the Metropolitan Washington D.C. segment resulting in $0.7 million of
additional gain on sale.
Held for Use Impairment
As of December 31, 2019, the Company evaluated the recoverability of the carrying value of its properties that triggered
assessment. Based on the analysis, no impairments were identified during the twelve months ended December 31, 2019.
As of December 31, 2018, the Company evaluated the recoverability of the carrying values of certain properties that triggered
an assessment under the undiscounted cash flow model. Based on its evaluation, the Company determined it would not recover
the carrying value of one property in its Other segment, 1900 Gallows Road, located in Vienna, Virginia, due to a reduction in
the intended hold period. Accordingly, the Company recorded an impairment of $14.8 million at December 31, 2018, reflected
in the results for the twelve months ended December 31, 2018, which reduced the carrying value of the property from $52.8
million to its estimated fair value of $38.0 million. The Company measured this impairment based on a discounted cash flow
analysis, using a hold period of ten years and a residual capitalization rate and discount rate of 7.5% and 9.5%, respectively.
The result was comparable to indicative pricing in the market.
Held for Sale
As of December 31, 2019, the Company determined that the sale of two parcels of land within the Other segment totaling 35.2
acres was probable and classified these properties as held for sale. As such, $7.3 million was classified as “Assets held for sale,
net” on the consolidated balance sheets.
As of December 31, 2018, the Company determined that the sale of three parcels of land (two within the Other segment and one
with Pennsylvania Suburbs segment) totaling 37.9 acres was probable and classified these properties as held for sale. As such,
$11.6 million was classified as “Assets held for sale, net” on the consolidated balance sheets.
As of December 31, 2019 and 2018, the fair value less the anticipated costs of sale of the properties exceeded the carrying values.
The fair value of the properties is based on the pricing in the purchase and sale agreement.
Held for Sale Impairment
During the year ended December 31, 2018, the Company determined that the sale of eight office properties, known as the
Rockpoint Portfolio, containing 1,293,197 rentable square feet, in the Metropolitan Washington, D.C. segment, was probable
and classified these properties as held for sale and, as a result, recognized an impairment of $56.9 million. The Company measured
this impairment based on a discounted cash flow analysis, using a hold period of ten years and residual capitalization rates and
discount rates of 7.47% and 8.60%, respectively. The results were comparable to indicative pricing in the market. The Rockpoint
Portfolio was sold during the fourth quarter of 2018. See the “Dispositions” section above for further information relating to
this sale.
4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
As of December 31, 2019, the Company held ownership interests in seven unconsolidated real estate ventures for an aggregate
investment balance of $120.3 million. The Company formed or acquired interests in the Real Estate Ventures with unaffiliated
third parties to develop or manage office, residential and/or mixed-use properties or to acquire land in anticipation of possible
development of office, residential and/or mixed-use properties. As of December 31, 2019, three of the real estate ventures owned
properties that contained an aggregate of approximately 5.4 million net rentable square feet of office space; two real estate
ventures owned 1.4 acres of land held for development; one real estate venture owned 1.3 acres of land in active development;
and one real estate venture owned a residential tower that contains 321 apartment units.
The Company accounts for its interests in the Real Estate Ventures, which range from 15% to 70%, using the equity method.
Certain of the Real Estate Ventures are subject to specified priority allocations of distributable cash.
The Company earned management fees from its Real Estate Ventures of $4.3 million, $6.3 million and $6.4 million for the years
ended December 31, 2019, 2018 and 2017, respectively.
F-37
The Company earned leasing commission income from the Real Estate Ventures of $1.7 million, $2.5 million and $4.5 million
for the years ended December 31, 2019, 2018 and 2017, respectively.
The Company has outstanding accounts receivable balances from its Real Estate Ventures of $0.8 million for both the years
ended December 31, 2019 and 2018.
The amounts reflected in the following tables (except for the Company’s share of equity in income) are based on the historical
financial information of the individual real estate ventures. The Company does not record operating losses of a real estate venture
in excess of its investment balance unless the Company is liable for the obligations of the real estate venture or is otherwise
committed to provide financial support to the real estate venture.
The Company’s investment in Real Estate Ventures as of December 31, 2019 and 2018, and the Company’s share of the Real
Estate Ventures’ income (loss) for the years ended December 31, 2019 and 2018 was as follows (in thousands):
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 ..........................................................................
Herndon Innovation Center Metro Portfolio Venture, LLC
...........................................................................................................................
MAP Venture .....................................................................................................
50%
15%
50%
PJP VII...............................................................................................................
25% (b)
PJP II .................................................................................................................
30% (b)
PJP VI ................................................................................................................
25% (b)
Austin Venture...................................................................................................
50% (c)
Other
1919 Venture......................................................................................................
evo at Cira Centre South Venture ......................................................................
Development Properties
4040 Wilson Venture (d)....................................................................................
JBG - 51 N Street (d).........................................................................................
JBG - 1250 First Street Office (d) .....................................................................
50%
50%
50%
70%
70%
$ 10,116
$ 11,731
$ (2,800)
$ (14,559)
$
—
$ 26,111
16,446
47,834
(498)
83
207,302
—
(70)
11,173
(6,102)
(2,155)
185,000
185,000
—
—
—
—
1,100
663
125
—
17,524
19,897
—
—
37,002
21,531
17,745
37,371
21,368
17,838
190
81
(185)
—
328
—
(368)
(313)
(255)
157
179
71
1,687
253
(358)
(192)
(137)
(260)
—
—
—
—
3,777
2,214
7,069
—
88,860
88,860
—
—
114,845
57,288
—
—
—
—
$ 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.
F-38
The following is a summary of the financial position of the Real Estate Ventures as of December 31, 2019 and December 31,
2018 (in thousands):
Net property
Other assets (a)
Other liabilities (a)
Debt, net (b)
Equity (c)
Net property
Other assets (a)
Other liabilities (a)
Debt, net (b)
Equity (c)
December 31, 2019
MAP Venture
Brandywine-
AI Venture
LLC
192,582
256,453
266,200
181,525
1,310
24,651
3,000
824
—
26,827
Other
Total
617,134
$
82,549
23,047
403,543
273,093
834,367
342,002
290,071
585,068
301,230
December 31, 2018
MAP Venture
Brandywine-
AI Venture
LLC
Other
Total
198,043
65,465
59,348
180,555
23,605
47,043
11,206
2,002
26,020
30,227
590,897
82,828
24,331
159,132
490,262
835,983
159,499
85,681
365,707
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.
F-39
The following is a summary of results of operations of the Real Estate Ventures in which the Company had interests during the
twelve-month periods ended December 31, 2019, 2018 and 2017 (in thousands):
Revenue
Operating expenses
Provision for impairment
Interest expense, net
Depreciation and amortization
Loss on extinguishment of debt
Net loss
Ownership interest %
Company's share of net loss
Basis adjustments and other
Equity in loss of Real Estate Ventures
Year Ended December 31, 2019
MAP
Venture
Brandywine-AI
Venture LLC
Other
Total
$ 70,366
$
6,022
$ 55,970
$132,358
(47,362)
—
(9,752)
(25,413)
—
$ (12,161)
50%
$ (6,081)
(21)
$ (6,102)
$
$
$
(2,912)
(5,664)
(21,510)
(71,784)
—
(5,664)
(698)
(11,458)
(21,908)
(2,514)
(25,404)
(53,331)
—
(1,231)
(1,231)
(5,766)
$ (3,633) $(21,560)
50% Various
Various
(2,883)
$
(901) $ (9,865)
83
(119)
(57)
(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)
Interest expense, net ..............................
(12,690)
Depreciation and amortization ..............
(18,891)
Provision for impairment.......................
—
Loss on extinguishment of debt.............
(334)
Net income (loss)................................... $ (4,349)
Ownership interest % ............................
50%
Company's share of net income (loss) ... $ (2,175)
Other than temporary impairment .........
Basis adjustments and other ..................
—
20
Equity in income (loss) of Real Estate
Ventures ................................................. $ (2,155)
$
$
$
(22,994)
(9,083)
(19,226)
—
(356)
1,817
50%
909
—
778
$
$
(10,483)
(3,478)
(8,991)
(20,832)
(695)
(20,964)
50%
(10,482)
(4,076)
(1)
$
$
(256)
(123)
(409)
—
—
(625)
50%
(313)
—
(45)
(7,246)
(4,400)
(6,309)
—
—
(82,035)
(29,774)
(53,826)
(20,832)
(1,385)
$
$
1,595
$ (22,526)
Various
Various
137
$ (11,924)
—
17
(4,076)
769
1,687
$
(14,559)
$
(358)
$
154
$ (15,231)
F-40
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)
Interest expense, net ..............................
(13,677)
Depreciation and amortization ..............
(21,202)
Loss on extinguishment of debt.............
—
Net income (loss)................................... $ (6,341)
Ownership interest % ............................
50%
Company's share of net income (loss) ... $ (3,171)
Other than temporary impairment .........
—
Basis adjustments and other ..................
(272)
Equity in income (loss) of Real Estate
Ventures ................................................. $ (3,443)
$
$
$
(35,997)
(13,985)
(34,026)
(2,613)
(1,121)
50%
(560)
—
(429)
$
$
(12,298)
(4,707)
(11,428)
(811)
256
50%
128
$
$
(4,844)
251
(3,075)
(4,092)
(4,512)
—
606
50%
303
—
146
(7,935)
(3,752)
(7,272)
—
$
$
1,454
Various
1,436
$
$
—
(1,294)
(99,340)
(40,213)
(78,440)
(3,424)
(5,146)
(1,864)
(4,844)
(1,598)
(989)
$
(4,465)
$
449
$
142
$
(8,306)
As of December 31, 2019, the aggregate principal payments of recourse and non-recourse debt payable to third-parties are as
follows (in thousands):
2020 ........................................................................................................................................................................................ $
—
2021 ........................................................................................................................................................................................
114,845
2022 ........................................................................................................................................................................................
2023 ........................................................................................................................................................................................
2024 ........................................................................................................................................................................................
Thereafter ...............................................................................................................................................................................
Total principal payments ........................................................................................................................................................
Net deferred financing costs...................................................................................................................................................
Outstanding indebtedness....................................................................................................................................................... $
—
273,860
207,302
—
596,007
(10,939)
585,068
PJP Ventures
On October 29, 2019, PJP II, PJP VII and PJP VI, three real estate ventures in which the Company owned a 25%-30% interest,
each sold their sole operating office property, totaling 204,347 rentable square feet in Charlottesville, VA, at an aggregate sales
price of $51.0 million. The Company received cash proceeds of $9.1 million after closing costs and related debt payoffs. The
Company recorded an $8.0 million gain within the caption "Net gains on real estate venture transactions" within its consolidated
statements of operations for the year ended December 31, 2019.
Herndon Innovation Center Metro Portfolio Venture, LLC
On December 20, 2018, the Company contributed a portfolio of eight properties containing an aggregate of 1,293,197 square
feet, located in its Metropolitan Washington, D.C. segment, to a newly-formed joint venture, known as the Herndon Innovation
Center Metro Portfolio Venture, LLC (“Herndon Innovation Center”), for a gross sales price of $312.0 million. The Company
and its partner own 15% and 85% interests in the Herndon Innovation Center, respectively. The Herndon Innovation Center
funded the acquisition with $265.2 million of cash, which was distributed to the Company at closing. After funding its share of
closing costs and working capital contributions of $2.2 million and $0.6 million, respectively, the Company received $262.4
million of cash proceeds at settlement and was given a $47.7 million capital credit for its share of the fair value of the Herndon
Innovation Center. The Company recorded an impairment charge of $56.9 million for the Herndon Innovation Center during
the third quarter of 2018. The Company recorded a $0.4 million gain on sale, which represents an adjustment to estimated closing
costs used to determine the impairment charge in the third quarter of 2018. As part of the transaction, the Company’s subsidiary
management company executed an agreement with the Herndon Innovation Center to provide property management and leasing
services to the Herndon Innovation Center.
F-41
On March 29, 2019, Herndon Innovation Center obtained $134.1 million of third-party debt financing, secured by four properties
within the venture, with an initial advance of $113.1 million. The remaining funds available under the loan have not yet been
drawn. The Company received $16.7 million for its share of the cash proceeds on April 12, 2019. The loan bears interest at
LIBOR + 1.95% capped at a total maximum interest rate of 5.45% - 6.45% over the term of the loan and matures on March 29,
2024. On April 11, 2019, the venture obtained an additional $115.3 million of third-party debt financing secured by the remaining
four properties within the venture, with an initial advance of $94.2 million. The remaining funds available under the loan have
not yet been drawn. The loan bears interest at LIBOR + 1.80% capped at a total maximum interest rate of 6.3% and matures on
April 11, 2024. On April 12, 2019, the Company received $13.8 million for its share of the cash proceeds from the financing.
Austin Venture
The Austin Venture owned twelve office properties containing an aggregate 1,570,123 square feet located in Austin, Texas.
On October 16, 2013, the Company contributed a portfolio of seven office properties containing an aggregate of 1,398,826
rentable square feet located in Austin, Texas (the “Austin Properties”) to a newly-formed joint venture with G&I VII Austin
Office LLC (“DRA”). DRA and the Company agreed to an aggregate gross sales price of $330.0 million subject to an obligation
on the Company’s part to fund the first $5.2 million of post-closing capital expenditures, of which $0.8 million was funded by
the Company during 2013 and the remaining $4.4 million was funded by the Company during the twelve months ended December
31, 2014. DRA owned a 50% interest in the Austin Venture and the Company owned a 50% interest in the Austin Venture, subject
to the Company’s right to receive up to an additional 10% of distributions.
The Company measured its equity interest at fair value based on the fair value of the Austin Properties and the distribution
provisions of the real estate venture agreement. Since the Company retained a noncontrolling interest in the Austin Properties
and there were no other facts and circumstances that precluded the consummation of a sale, the contribution qualified as a partial
sale of real estate under the relevant guidance for sales of real estate.
On October 18, 2017, the Austin Venture sold eight office properties in Austin, Texas containing 1,164,496 square feet for a
gross sales price of $333.3 million. Seven of the properties were encumbered by $151.0 million of mortgage debt. The Company’s
share of cash proceeds, after payment of the of the mortgage debt, closing costs and prorations, was $86.4 million. The Company’s
share of the Austin Venture’s gain on sale was $40.1 million. Additionally, the Company recorded a deferred gain on sale of
$12.1 million, which was established on the Company’s consolidated balance sheets when certain assets were contributed to the
Austin Venture at formation. In accordance with the relevant guidance for the sales of real estate, the contributed properties
qualified as a partial sale and a portion of the gain was deferred and accreted. The Company met the criteria to recognize the
unaccreted portion of the deferred gain on the partial sale as the sales process was complete upon the Austin Venture selling the
properties to a third party.
F-42
The summary of the transaction is as follows (in thousands);
October 18,
2017
Gross sales price.................................................................................................................................................. $
Debt principal......................................................................................................................................................
Debt prepayment penalties..................................................................................................................................
Closing costs and net prorations .........................................................................................................................
333,250
(150,968)
(2,120)
(7,420)
Cash to Austin Venture ................................................................................................................................... $
172,742
Company's ownership interest ............................................................................................................................
50%
Cash to the Company ..................................................................................................................................... $
86,371
Cash to Austin Venture........................................................................................................................................ $
Austin Venture basis of sold properties...............................................................................................................
172,742
(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 ..................................................................................................................................... $
Deferred gain from partial sale ...........................................................................................................................
Gain on real estate venture transactions ......................................................................................................... $
40,092
12,072
52,164
On December 11, 2018, the Company acquired DRA’s 50% ownership interest in the Austin Venture for an aggregate purchase
price of $535.1 million. On the sale date, the Austin Venture owned twelve office properties containing an aggregate 1,570,123
square feet, located in Austin, Texas. See Note 3, ''Real Estate Investments," for further information.
Brandywine - AI Venture
As of December 31, 2019 Brandywine - AI Venture (BDN - AI Venture) consists of one office property located in Metropolitan
D.C. segment located at 3141 Fairview Park Drive. During 2019, BDNAI Venture recorded a $5.6 million held for use impairment
charge related to 3141 Fairview Park Drive. The Company’s share of the impairment charge was $2.8 million which is reflected
in “Equity in loss of Real Estate Ventures” in the consolidated statements of operations for the year ended December 31, 2019.
During 2019, BDN - AI Venture transferred an office building located in Falls Church, Virginia containing 180,659 rentable
square feet to the mortgage lender in full satisfaction of the lender’s outstanding $26.0 million mortgage loan. The mortgage
loan was nonrecourse to the Company. The Company recognized its $2.2 million share of the gain on debt forgiveness in "Net
gain on real estate venture transactions" in the consolidated statements of operations for the year ended December 31, 2019.
During 2018, BDN - AI Venture sold three office properties containing 510,202 rentable square feet located in Silver Spring,
MD (“Station Square”) for a gross sales price of $107.0 million. At the time of sale, the properties were encumbered by a
mortgage of $66.5 million, which was repaid in full at closing, resulting in a debt prepayment penalty of $0.7 million. After
mortgage payoff and closing costs, BDN - AI Venture received cash proceeds of $34.8 million, of which, the Company received
$17.4 million and recognized a $1.5 million gain on the sale.
Additionally, in 2018, BDN - AI Venture recorded a $20.8 million held for use impairment charge related to 3141 Fairview Park
Drive and 3130 Fairview Park Drive, the two then-remaining properties held by the venture. The Company’s share of the
impairment charge was $10.4 million which was recognized in “Equity in loss of Real Estate Ventures” in the consolidated
statements of operations for the year ended December 31, 2018. Based on the Company’s evaluation of the fair value of its
investment in BDN - AI Venture subsequent to the disposition of Station Square, the Company determined that a persistent weak
demand for office space and intense competition for tenants at the two remaining properties had reduced the fair value of the
investment below the carrying value. As a result, the Company recorded an other than temporary impairment of $4.1 million
which was recognized in “Equity in Loss of Real Estate Ventures” in the consolidated statements of operations for the year ended
December 31, 2018. The Company measured this impairment based on a discounted cash flow analysis, using a hold period of
10 years, a residual capitalization rate of 8.0% and discount rates ranging from 9.0% to 9.5%.
F-43
During 2017, BDN - AI Venture sold 7101 Wisconsin Avenue, a property containing 230,904 rentable square feet located in
Bethesda, Maryland, for a gross sales price of $105.7 million. At the time of sale, the property was encumbered by a mortgage
of $37.4 million, which was repaid in full at closing, resulting in a debt prepayment penalty of $0.8 million. After mortgage
payoff and closing costs, BDN - AI Venture received cash proceeds of $63.6 million, of which, the Company received $31.8
million and recognized a $13.8 million gain on the sale transaction.
Additionally, in 2017, based on the Company’s evaluation of the fair value of its investment in the five remaining properties
owned by BDN - AI Venture subsequent to the disposition of 7101 Wisconsin Avenue, the Company determined that a persistent
weak demand office for space and intense competition for tenants had reduced the fair value of the investment below the carrying
value. As a result, the Company recorded an other than temporary impairment of $4.8 million which was recognized in “Equity
in Loss of Real Estate Ventures” in the consolidated statements of operations for the year ended December 31, 2017. The Company
measured this impairment based on a discounted cash flow analysis, using a hold period of 10 years, a residual capitalization
rate of 7.5% and discount rates ranging from 7.8% to 8.5%.
MAP Venture
The MAP Venture owns 58 office properties that contain an aggregate of 3,924,783 square feet located in the Pennsylvania
Suburbs, New Jersey/Delaware, Metropolitan Washington, D.C. and Richmond, Virginia ("MAP Venture"). The MAP Venture
was formed as a limited liability company in which the Company has been designated as the Managing Member. In addition,
through an affiliate, the Company provides property management services at the Buildings on behalf of the MAP Venture for a
market based management fee.
The MAP Venture leases the land parcels under the 58 office properties through a ground lease that extends through February
2115. Annual payments by the MAP Venture, as tenant under the ground leases, initially total $11.9 million and increase 2.5%
annually through November 2025. Thereafter, annual rental payments increase by 2.5% or CPI at the discretion of the lessor.
Upon adoption of Topic 842, Leases, on January 1, 2019, the MAP Venture determined that the carrying amount of the right of
use asset was greater than the fair value of the underlying right of use asset. The fair value of the underlying right of use asset
was determined using the purchase price paid by a third-party to acquire the ground lease. As a result, MAP Venture recorded
a $9.2 million cumulative effect of accounting change adjustment simultaneously with the recording of the right of use asset to
reduce the value of the right of use asset to its estimated fair value. The Company recorded its $4.6 million proportionate share
of the cumulative effect of accounting change adjustment through "Cumulative earnings” on its consolidated balance sheets.
On August 1, 2018, MAP Venture refinanced its $180.8 million third party debt financing, secured by the buildings of MAP
Venture and maturing February 9, 2019, with $185.0 million third party debt financing, also secured by the buildings, bearing
interest at LIBOR + 2.45% capped at a total maximum interest of 6.00% and maturing on August 1, 2023.
1919 Ventures
1919 Ventures owns a 29-story, 455,000 square foot mixed-use tower consisting of 321 luxury apartments, 24,000 square feet
of commercial space and a 215-car structured parking facility.
During 2018, the Company and the other equity partner in 1919 ventures each provided a $44.4 million mortgage loan to 1919
Ventures and, as a result, the Company recorded a related-party note receivable from 1919 Ventures of $44.4 million which is
reported within “Other assets” on the consolidated balance sheets. The loans bear interest at a fixed 4.0% per annum interest
rate with a scheduled maturity on June 25, 2023. 1919 Ventures used the loan to repay the venture’s then outstanding $88.8
million construction loan, comprised of $88.6 million in principal and $0.2 million of accrued interest.
Four Tower Bridge Acquisition
During 2018, the Company acquired, from its then partner in each of the Four Tower Bridge real estate venture and the Seven
Tower Bridge real estate venture, the partner’s remaining 35% ownership interest in the Four Tower Bridge real estate venture
in exchange for the Company's 20% ownership interest in the Seven Tower Bridge real estate venture. The Four Tower Bridge
real estate venture owned an office property containing 86,021 square feet in Conshohocken, Pennsylvania encumbered with
$9.7 million in debt. The Company previously accounted for its noncontrolling interest in Four Tower Bridge using the equity
method. As a result of the exchange transaction, the Company obtained control of the Four Tower Bridge property and recognized
a gain of $11.6 million. For further information regarding the accounting of the transaction, see Note 3, ''Real Estate Investments.”
F-44
evo at Cira Centre South Venture
On January 10, 2018, evo at Cira, a real estate venture in which the Company held a 50% interest, sold its sole asset, a 345-unit
student housing tower, at a gross sales value of $197.5 million. The student housing tower, located in Philadelphia, Pennsylvania,
was encumbered by a secured loan with a principal balance of $110.9 million at the time of sale, which was repaid in full from
the sale proceeds. The Company’s share of net cash proceeds from the sale, after debt repayment and closing costs, was $43.0
million. As the Company’s investment basis was $17.3 million, a gain of $25.7 million was recorded within the “Net gain on
real estate venture transactions’ caption in the consolidated statements of operations.
The Parc at Plymouth Meeting Venture
On January 31, 2017, the Company sold its 50% interest in TB-BDN Plymouth Apartments, L.P., a real estate venture with Toll
Brothers, at a gross sales value of $100.5 million, of which the Company was allocated 50% for its interest. The venture developed
and operated a 398-unit multi-family complex in Plymouth Meeting, Pennsylvania encumbered by a $54.0 million construction
loan. The construction loan was repaid commensurate with the sale of the Company’s 50% interest. As a result, the Company
is no longer subject to a $3.2 million payment guarantee on the construction loan. The cash proceeds, after the payment of the
Company’s share of the debt and closing costs, were $27.2 million. The carrying amount of the Company’s investment at the
time of sale was $12.6 million, resulting in a $14.6 million gain on sale of an interest in the real estate venture which was recorded
within “Net gain on real estate venture transactions" in the consolidated statements of operations.
JBG Ventures
JBG Ventures consists of 51 N 50 Patterson, Holdings, LLC Venture ("51 N Street") and 1250 First Street Office, LLC Venture
("1250 First Street"), with the Company owning a 70.0% interest and JBG/DC Manager, LLC ("JBG") owning a 30.0% interest
in each of the two ventures. 51 N Street owns 0.9 acres of undeveloped land and 1250 First Street, owns 0.5 acres of undeveloped
land.
Based on the facts and circumstances at the formation of each of the two ventures with JBG, the Company determined that
each venture is a VIE in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used
the variable interest model under the accounting standard for consolidation in order to determine whether to consolidate the JBG
Ventures. JBG is the managing member of the ventures, and pursuant to the operating and related agreements, major decisions
require the approval of both members. Based upon each member's shared power over the activities of each of the two ventures,
which most significantly impact the economics of the ventures, neither venture is consolidated by the Company. Both ventures are
accounted for under the equity method of accounting.
4040 Wilson Venture
On July 31, 2013, the Company formed 4040 Wilson LLC Venture (“4040 Wilson”) a joint venture between the Company and
Ashton Park Associates LLC (“Ashton Park”), an unaffiliated third party. Each of the Company and Ashton Park owns a 50%
interest in 4040 Wilson. 4040 Wilson is developing a 427,500 square foot mixed-use building representing the final phase of
the eight building, mixed-use, Liberty Center complex located in the Ballston submarket of Arlington, Virginia. The project is
being constructed on a 1.3-acre land parcel contributed by Ashton Park to 4040 Wilson at an agreed upon value of $36.0 million.
During the fourth quarter of 2017, 4040 Wilson achieved pre-leasing levels that enabled the venture to obtain a secured
construction loan with a total borrowing capacity of $150.0 million for the remainder of the project costs. As of December 31,
2019, $114.8 million had been advanced under the construction loan and development of the building is in progress.
Based upon the facts and circumstances at the formation of 4040 Wilson, the Company determined that 4040 Wilson is a VIE
in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the variable interest
model under the accounting standard for consolidation in order to determine whether to consolidate 4040 Wilson. Based upon
each member’s shared power over the activities of 4040 Wilson under the operating and related agreements, and the Company’s
lack of control over the development and construction phases of the project, 4040 Wilson is accounted for under the equity
method of accounting.
F-45
5. LEASES
Lessor Accounting
The Company leases properties to tenants under operating leases with various expiration dates. Lease payments on
noncancellable leases at December 31, 2019 are as follows (in thousands):
Year
2020 ...............................................................................................................................................................
2021 ...............................................................................................................................................................
2022 ...............................................................................................................................................................
2023 ...............................................................................................................................................................
2024 ...............................................................................................................................................................
Thereafter ......................................................................................................................................................
Minimum Rent
$
389,956
369,375
338,435
311,729
280,631
1,234,006
Lease payments on noncancellable leases at December 31, 2018, which were determined under under ASC 840 and are therefore
not adjusted for increases based on CPI, are as follows (in thousands):
Year
2019 ...............................................................................................................................................................
2020 ...............................................................................................................................................................
2021 ...............................................................................................................................................................
2022 ...............................................................................................................................................................
2023 ...............................................................................................................................................................
Thereafter ......................................................................................................................................................
Minimum Rent
392,058
372,619
349,160
304,445
277,388
1,265,810
Lessee Accounting
As of December 31, 2019, the Company is the lessee under six long-term ground leases classified as operating leases. Certain
of the Company’s ground leases contain extension options and the Company considered all relevant factors in determining if it
was reasonably certain that it would exercise such extension options. The Company concluded that it was not reasonably certain
that it would exercise the extension options and, therefore, has not included the extension period in the remaining lease terms.
With the exception of certain ground leases that are subject to rent increases periodically based on the CPI index, all lease
payments under the ground lease are fixed.
The table below summarizes the Company’s operating lease cost (in thousands) recognized through “Property operating
expenses” on the consolidated statements of operations:
Lease Cost
Fixed lease cost
Variable lease cost
Total
Weighted-average remaining lease term (years)
Weighted-average discount rate
Twelve Months Ended
December 31,
2019
$
$
2,100
54
2,154
52.7
6.3%
Lease payments by the Company under the terms of all noncancellable ground leases of land are expensed on a straight-line
basis regardless of when payments are due. The Company’s ground leases, excluding prepaid ground leases, have remaining
lease terms ranging from 9 to 65 years. Lease payments on noncancellable leases at December 31, 2019 are as follows (in
thousands):
F-46
Year
2020 ...............................................................................................................................................................
2021 ...............................................................................................................................................................
2022 ...............................................................................................................................................................
2023 ...............................................................................................................................................................
2024 ...............................................................................................................................................................
Thereafter ......................................................................................................................................................
Total lease payments......................................................................................................................................
Less: Imputed interest....................................................................................................................................
Present value of operating lease liabilities ....................................................................................................
Minimum Rent
$
$
$
1,217
1,232
1,248
1,263
1,305
110,452
116,717
94,163
22,554
The Company obtained ground tenancy rights related to three properties in Philadelphia, Pennsylvania, which provide for
contingent rent participation by the lessor in certain capital transactions and net operating cash flows of the properties after
certain returns are achieved by the Company. Such amounts, if any, will be reflected as contingent rent when incurred. The leases
also provide for payment by the Company of certain operating costs relating to the land, primarily real estate taxes. The above
schedule of future minimum rental payments does not include any contingent rent amounts or any reimbursed expenses.
Lease payments on noncancellable leases at December 31, 2018, which were determined under ASC 840 and are therefore not
adjusted for increases based on CPI, are as follows (in thousands):
Year
2019 ...............................................................................................................................................................
2020 ...............................................................................................................................................................
2021 ...............................................................................................................................................................
2022 ...............................................................................................................................................................
2023 ...............................................................................................................................................................
Thereafter ......................................................................................................................................................
Total ...............................................................................................................................................................
Minimum Rent
$
$
1,222
1,222
1,222
1,222
1,222
55,689
61,799
6. DEFERRED COSTS
As of December 31, 2019 and 2018, the Company’s deferred costs were comprised of the following (in thousands):
Leasing costs.................................................................................... $
Financing costs - Revolving Credit Facility ....................................
Total ............................................................................................... $
156,619
6,299
162,918
$
$
(63,257) $
(4,101)
(67,358) $
93,362
2,198
95,560
December 31, 2019
Total Cost
Accumulated
Amortization
Deferred Costs,
net
December 31, 2018
Total Cost
Accumulated
Amortization
Deferred Costs,
net
Leasing costs.................................................................................... $
Financing costs - Revolving Credit Facility ....................................
Total ............................................................................................... $
144,831
6,298
151,129
$
$
(56,846) $
(3,208)
(60,054) $
87,985
3,090
91,075
During the years ended December 31, 2019, 2018 and 2017, the Company capitalized internal direct leasing costs of $1.7 million,
$3.9 million, and $4.6 million, respectively.
F-47
7. INTANGIBLE ASSETS
As of December 31, 2019 and 2018, the Company’s intangible assets were comprised of the following (in thousands):
Intangible assets, net:
In-place lease value
Tenant relationship value
Above market leases acquired
Total intangible assets, net
Intangible liabilities, net:
Below market leases acquired
Intangible assets, net:
In-place lease value
Tenant relationship value
Above market leases acquired
Total intangible assets, net
Intangible liabilities, net:
Below market leases acquired
December 31, 2019
Total Cost
Accumulated
Amortization
Intangible
Assets, net
$
$
$
$
$
$
167,357
$
(84,123) $
5,268
4,956
(4,815)
(3,792)
177,581
$
(92,730) $
83,234
453
1,164
84,851
Total Cost
Accumulated
Amortization
Intangible
Liabilities, net
44,757
$
(22,494) $
22,263
December 31, 2018
Total Cost
Accumulated
Amortization
Intangible
Assets, net
181,887
$
(53,376) $
128,511
9,564
4,966
(8,551)
(3,142)
1,013
1,824
196,417
$
(65,069) $
131,348
Total Cost
Accumulated
Amortization
Intangible
Liabilities, net
49,655
$
(17,872) $
31,783
For the years ended December 31, 2019, 2018, and 2017, the Company accelerated the amortization of intangible assets by
approximately $4.5 million, $0.7 million, and $0.6 million, respectively, as a result of tenant move-outs prior to the end of the
associated lease term. For the year ended December 31, 2019 the Company accelerated the amortization of approximately $2.2
million of intangible liabilities as a result of tenant move-outs. For the years ended December 31, 2018 and 2017 the Company
accelerated the amortization of a nominal amount of intangible liabilities as a result of tenant move-outs.
As of December 31, 2019, the Company’s annual amortization for its intangible assets/liabilities, assuming no early lease
terminations, are as follows (dollars in thousands):
2020 ......................................................................................................................................... $
2021 .........................................................................................................................................
2022 .........................................................................................................................................
2023 .........................................................................................................................................
2024 .........................................................................................................................................
Thereafter ................................................................................................................................
Total ......................................................................................................................................... $
Assets
Liabilities
27,813
$
17,887
12,067
9,236
6,317
11,531
5,270
3,856
2,263
1,722
1,434
7,718
84,851
$
22,263
F-48
8. DEBT OBLIGATIONS
The following table sets forth information regarding the Company’s consolidated debt obligations outstanding at December 31,
2019 and 2018 (in thousands):
December 31, 2019 December 31, 2018
Effective
Interest Rate
Maturity
Date
MORTGAGE DEBT:
Two Logan Square
Four Tower Bridge
One Commerce Square
Two Commerce Square
Principal balance outstanding
Plus: fair market value premium (discount), net
Less: deferred financing costs
Mortgage indebtedness
UNSECURED DEBT
$600 million Unsecured Credit Facility
Seven-Year Term Loan - Swapped to fixed
$350.0M 3.95% Guaranteed Notes due 2023
$350.0M 4.10% Guaranteed Notes due 2024
$450.0M 3.95% Guaranteed Notes due 2027
$350.0M 4.55% Guaranteed Notes due 2029
Indenture IA (Preferred Trust I)
Indenture IB (Preferred Trust I) - Swapped to fixed
Indenture II (Preferred Trust II)
Principal balance outstanding
Plus: original issue premium (discount), net
Less: deferred financing costs
Total unsecured indebtedness
Total Debt Obligations
$
$
$
$
$
81,103
$
9,291
116,571
108,472
315,437
(1,383)
(242)
313,812
$
3.98%
4.50%
3.64%
4.51%
May 2020
(a)
February 2021
April 2023
April 2023
82,805
9,526
120,183
110,518
323,032
(1,759)
(404)
320,869
—
$
92,500
LIBOR + 1.10%
250,000
350,000
350,000
450,000
350,000
27,062
25,774
25,774
250,000
350,000
250,000
450,000
250,000
27,062
25,774
25,774
2.87%
3.87%
3.78%
4.03%
4.30%
LIBOR + 1.25%
3.30%
LIBOR + 1.25%
July 2022
October 2022
February 2023
October 2024
November 2027
October 2029
March 2035
April 2035
July 2035
1,828,610
1,721,110
12,090
(10,094)
1,830,606
2,144,418
$
$
(4,096)
(9,837)
1,707,177
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.
The Parent Company unconditionally guarantees the unsecured debt obligations of the Operating Partnership (or is a co-borrower
with the Operating Partnership) but does not by itself incur unsecured indebtedness. The Parent Company has no material assets
other than its investment in the Operating Partnership.
On October 10, 2019, the Company completed underwriting offerings of an additional $100.0 million of its 4.10% Guaranteed
Notes due 2024 (the "2024 Notes") and an additional $100.0 million of its 4.55% Guaranteed Notes due 2029 (the "2029 Notes").
The additional 2024 Notes were priced at 106.315% of their face amount and the additional 2029 Notes were priced at 110.058%
of their face amount. The additional 2024 Notes and additional 2029 Notes have been reflected net of premiums of $5.3 million
and $8.5 million, respectively, in the consolidated balance sheet as of December 31, 2019.
On December 13, 2018, the Company amended and restated its $250.0 million seven-year term loan maturing October 8, 2022.
In connection with the terms of the amendment, the credit spread on the term loan decreased from LIBOR plus 1.80% to LIBOR
plus 1.25%, reducing the Company’s effective interest rate by 0.55%. Through a series of interest rate swaps, the $250.0 million
outstanding balance of the term loan has a fixed interest rate of 2.87%.
On July 17, 2018, the Company amended and restated its revolving credit agreement (as amended and restated, the “Unsecured
Credit Facility”). The amendment and restatement, among other things: (i) maintained the total commitment of the revolving
line of credit of $600.0 million; (ii) extended the maturity date from May 15, 2019 to July 15, 2022, with two six-month extensions
at the Company’s election subject to specified conditions and subject to payment of an extension fee; (iii) reduced the interest
rate margins applicable to Eurodollar loans; (iv) provided for an additional interest rate option based on a floating LIBOR rate;
F-49
and (v) removed the covenant requiring the Company to maintain a minimum net worth. In connection with the amendments,
the Company capitalized $2.7 million in financing costs, which will be amortized through the July 15, 2022 maturity date.
At the Company's option, loans outstanding under the Unsecured Credit Facility will bear interest at a rate per annum equal to
(1) LIBOR plus between 0.775% and 1.45%, based on the Company's credit rating, or (2) a base rate equal to the greatest of (a)
the Administrative Agent's prime rate, (b) the Federal Funds rate plus 0.5% or (c) LIBOR for a one month period plus 1.00%,
in each case, plus a margin ranging from 0.0% to 0.45% based on the Company's credit rating. The Unsecured Credit Facility
also contains a competitive bid option that allows banks that are part of the lender consortium to bid to make loan advances to
the Company at a reduced interest rate. In addition, the Company is also obligated to pay (1) in quarterly installments a facility
fee on the total commitment at a rate per annum ranging from 0.125% to 0.30% based on the Company's credit rating and (2)
an annual fee on the undrawn amount of each letter or credit equal to the LIBOR Margin. Based on the Company's current credit
rating, the LIBOR margin is 1.10% and the facility fee is 0.25%.
The terms of the Unsecured Credit Facility require that the Company maintain customary financial and other covenants, including:
(i) a fixed charge coverage ratio greater than or equal to 1.5 to 1.00; (ii) a leverage ratio less than or equal to 0.60 to 1.00, subject
to specified exceptions; (iii) a ratio of unsecured indebtedness to unencumbered asset value less than or equal to 0.60 to 1.00,
subject to specified exceptions; (iv) a ratio of secured indebtedness to total asset value less than or equal to 0.40 to 1.00; and (v)
a ratio of unencumbered cash flow to interest expense on unsecured debt greater than 1.75 to 1.00. In addition, the Unsecured
Credit Facility restricts payments of dividends and distributions on shares in excess of 95% of the Company's funds from
operations (FFO) except to the extent necessary to enable the Company to continue to qualify as a REIT for Federal income tax
purposes.
The Company had no borrowings under the Unsecured Credit Facility as of December 31, 2019. During the twelve months
ended December 31, 2019, the weighted-average interest rate on Unsecured Credit Facility borrowings was 3.52% resulting in
$4.4 million of interest expense. As of December 31, 2018, the Company had $92.5 million borrowings under the Credit Facility.
During the twelve months ended December 31, 2018, the weighted-average interest rate on Unsecured Credit Facility borrowings
was 3.24% resulting in $1.0 million of interest expense.
The Company was in compliance with all financial covenants as of December 31, 2019 and 2018. Management continuously
monitors the Company’s compliance with and anticipated compliance with the covenants. Certain of the covenants restrict the
Company’s ability to obtain alternative sources of capital. While the Company currently believes it will remain in compliance
with its covenants, in the event that the economy deteriorates in the future, the Company may not be able to remain in compliance
with such covenants, in which case a default would result absent a lender waiver.
As of December 31, 2019, the Company’s aggregate scheduled principal payments of debt obligations, excluding amortization
of discounts and premiums, are as follows (in thousands):
2020................................................................................................................................................................... $
2021...................................................................................................................................................................
2022...................................................................................................................................................................
2023...................................................................................................................................................................
2024...................................................................................................................................................................
Thereafter ..........................................................................................................................................................
Total principal payments ...................................................................................................................................
Net unamortized premiums/(discounts) ............................................................................................................
Net deferred financing costs .............................................................................................................................
Outstanding indebtedness ................................................................................................................................. $
87,226
15,143
256,332
556,736
350,000
878,610
2,144,047
10,707
(10,336)
2,144,418
9. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company determined the fair values disclosed below using available market information and discounted cash flow analyses
as of December 31, 2019 and 2018, respectively. The discount rate used in calculating fair value is the sum of the current risk
free rate and the risk premium on the date of measurement of the instruments or obligations. Considerable judgment is necessary
to interpret market data and to develop the related estimates of fair value. Accordingly, the estimates presented are not necessarily
F-50
indicative of the amounts that the Company could realize upon disposition. The use of different estimation methodologies may
have a material effect on the estimated fair value amounts shown. The Company believes that the carrying amounts reflected in
the consolidated balance sheets at December 31, 2019 and 2018 approximate the fair values for cash and cash equivalents,
accounts receivable, other assets, accounts payable and accrued expenses because they are short-term in duration.
The following are financial instruments for which the Company’s estimates of fair value differ from the carrying amounts (in
thousands):
December 31, 2019
December 31, 2018
Carrying Amount (a)
Fair Value
Carrying Amount (a)
Fair Value
Unsecured notes payable.............................................................
Variable rate debt ........................................................................
Mortgage notes payable ..............................................................
Notes receivable..........................................................................
$
$
$
$
1,503,435
327,171
313,812
44,430
$
$
$
$
1,591,830
309,947
317,031
43,322
$
$
$
$
1,288,024
419,153
320,869
47,771
$
$
$
$
1,262,570
402,924
318,515
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.
On June 26, 2018, the Company provided a $44.4 million mortgage loan to Brandywine 1919 Ventures, an unconsolidated real
estate venture in which the Company holds a 50% ownership interest, and recorded a note receivable of $44.4 million. For
additional information regarding the transaction, see Note 4, ''Investment in Unconsolidated Real Estate Ventures.”
As of December 31, 2018, notes receivable also consisted of a $3.4 million note receivable that was provided to a third party to
acquire a property. This note was repaid during the second quarter of 2019.
The Company used quoted market prices as of December 31, 2019 and December 31, 2018 to value the unsecured notes payable
and, as such, categorized them as Level 2.
The inputs utilized to determine the fair value of the Company’s mortgage notes payable and variable rate debt are categorized
as Level 3. The fair value of the variable rate debt was determined using a discounted cash flow model that considered borrowing
rates available to the Company for loans with similar terms and characteristics. The fair value of the mortgage notes payable
was determined using a discounted cash flow model that considered the contractual interest and principal payments discounted
at a blended market rate for loans with similar terms, maturities and loan-to-value. These inputs have been categorized as Level
3 because the Company considers the rates used in the valuation techniques to be unobservable.
The inputs utilized to determine fair value of the Company's notes receivable are unobservable and, as such, were categorized
as Level 3. Fair value was determined using a discounted cash flow model that considered the contractual interest and principal
payments discounted at a blended interest rate of the notes receivable.
For the Company’s level 3 financial instruments for which fair value is disclosed, an increase in the discount rate used to
determine fair value would result in a decrease to the fair value. Conversely, a decrease in the discount rate would result in an
increase to the fair value.
Disclosure about the fair value of financial instruments is based upon pertinent information available to management as of
December 31, 2019 and December 31, 2018. Although management is not aware of any factors that would significantly affect
the fair value amounts, such amounts were not comprehensively revalued for purposes of these financial statements since
December 31, 2019. Current estimates of fair value may differ from the amounts presented herein.
10. DERIVATIVE FINANCIAL INSTRUMENTS
Use of Derivative Financial Instruments
The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to
manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize
the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions.
The counterparties to these arrangements are major financial institutions with which the Company and its affiliates may also
have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these
counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of
F-51
the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value
market risks through derivative financial instruments.
The Company formally assesses, both at the inception of a hedge and on an on-going basis, whether each derivative is highly-
effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is not highly-
effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting
prospectively for either the entire hedge or the portion of the hedge that is determined to be ineffective. The related ineffectiveness
would be charged to the consolidated statement of operations.
The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow
analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including
the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair
values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash
receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts)
are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
To comply with the provisions of the accounting standard for fair value measurements and disclosures, the Company incorporates
credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s
nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of
nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as
collateral postings, thresholds, mutual puts, and guarantees.
The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31,
2019 and December 31, 2018. The notional amounts provide an indication of the extent of the Company’s involvement in these
instruments at that time but do not represent exposure to credit, interest rate or market risks (amounts presented in thousands).
Hedge
Product
Assets
Hedge Type
Designation
Notional Amount
Strike
Trade Date
12/31/2019
12/31/2018
Maturity
Date
Fair value
12/31/2019
12/31/2018
Swap
Interest Rate
Cash Flow
(a)
$
—
$
25,774
3.090%
Liabilities
Swap
Swap
Interest Rate
Cash Flow
(b) $
250,000
Interest Rate
Cash Flow
(b) $
25,774
$
275,774
$
$
$
250,000
2.868%
25,774
3.300%
301,548
January 6,
2012
October 30,
2019
October 8,
2015
December
22, 2011
October 8,
2022
January 30,
2021
$
$
—
$
183
(562) $
7,008
(94)
292
(a) On October 30, 2019, the interest rate hedge contract for this swap expired.
(b) Hedging unsecured variable rate debt.
The Company measures its derivative instruments at fair value and records them in the “Other assets” and (“Other liabilities”)
captions on the Company’s consolidated balance sheets.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair
value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current
credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance
of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the
credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined
that the inputs utilized to determine the fair value of derivative instruments are classified in Level 2 of the fair value hierarchy.
Disclosure about the fair value of derivative instruments is based upon pertinent information available to management as of
December 31, 2019 and December 31, 2018. Although management is not aware of any factors that would significantly affect
F-52
the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since
December 31, 2019. Current estimates of fair value may differ from the amounts presented herein.
Concentration of Credit Risk
Concentrations of credit risk arise for the Company when multiple tenants of the Company are engaged in similar business
activities, or are located in the same geographic region, or have similar economic features that impact in a similar manner their
ability to meet contractual obligations, including those to the Company. The Company regularly monitors its tenant base to
assess potential concentrations of credit risk. Management believes the current credit risk portfolio is reasonably well diversified
and does not contain an unusual concentration of credit risk. No tenant accounted for 10% or more of the Company’s rents
during 2019, 2018 and 2017.
11. LIMITED PARTNERS' NONCONTROLLING INTERESTS IN THE PARENT COMPANY
Noncontrolling interests in the Parent Company’s financial statements relate to redeemable common limited partnership interests
in the Operating Partnership held by parties other than the Parent Company and properties which are consolidated but not wholly
owned.
Operating Partnership
The aggregate book value of the noncontrolling interests associated with the redeemable common limited partnership interests
that were consolidated in the accompanying consolidated balance sheet of the Parent Company as of December 31, 2019 and
December 31, 2018, was $9.3 million and $10.1 million, respectively. Under the applicable accounting guidance, the redemption
value of limited partnership units are carried at, on a limited partner basis, the greater of historical cost adjusted for the allocation
of income and distributions or fair value. The Parent Company believes that the aggregate settlement value of these interests
(based on the number of units outstanding and the closing price of the common shares on the balance sheet date) was approximately
$15.5 million and $12.6 million, respectively, as of December 31, 2019 and December 31, 2018.
F-53
12. BENEFICIARIES' EQUITY OF THE PARENT COMPANY
Earnings per Share (EPS)
The following tables detail the number of shares and net income used to calculate basic and diluted earnings per share (in
thousands, except share and per share amounts; results may not add due to rounding):
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 .........................................................
Nonforfeitable dividends allocated to
unvested restricted shareholders ...................
Distribution to preferred shareholders ..........
Preferred share redemption charge ...............
Net income attributable to common
shareholders ..................................................
$
Denominator
(262)
(396)
—
—
(262)
(396)
—
—
(954)
(369)
—
—
(954)
(369)
—
—
(1,004)
(1,004)
(327)
(2,032)
(3,181)
(327)
(2,032)
(3,181)
33,871
$
33,871
$
134,149
$
134,149
$
114,633
$
114,633
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
The contingent securities/share based compensation impact is calculated using the treasury stock method and relates to employee
awards settled in shares of the Parent Company. The effect of these securities is anti-dilutive for periods that the Parent Company
incurs a net loss from continuing operations available to common shareholders and therefore is excluded from the dilutive
earnings per share calculation in such periods.
Redeemable common limited partnership units, totaling 981,634, 982,871, and 1,479,799 in 2019, 2018, and 2017, respectively,
were excluded from the diluted earnings per share computations because they are not dilutive.
Unvested restricted shares are considered participating securities which require the use of the two-class method for the
computation of basic and diluted earnings per share. For the years ended December 31, 2019, 2018 and 2017, earnings representing
nonforfeitable dividends were allocated to the unvested restricted shares issued to the Company’s executives and other employees
under the Company's shareholder-approved long-term incentive plan.
Common and Preferred Shares
On December 11, 2019, the Parent Company declared a distribution of $0.19 per common share, totaling $33.8 million, which
was paid on January 22, 2020 to shareholders of record as of January 8, 2020.
Of the 20,000,000 preferred shares authorized, none were outstanding as of December 31, 2019 or December 31, 2018.
On April 11, 2017, the Parent Company redeemed all of its outstanding 4,000,000 Series E Preferred Shares at an aggregate
redemption price of $25.51 per share, which includes $2.0 million of dividends accrued through the redemption date. The
redemption was funded with existing cash balances on hand.
F-54
Also, on April 11, 2017, the Parent Company recognized a $3.2 million charge related to the underwriting discount and related
expenses incurred at issuance of the Series E Preferred Shares on April 11, 2012. This charge is included in the earnings per
share calculations above, as well as within the Parent Company’s consolidated statements of operations as a reduction in net
income to arrive at net income attributable to common shareholders under the caption “Preferred share redemption charge.”
There were no comparable charges for the years ended December 31, 2019 or 2018.
Common Share Repurchases
The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the
Parent Company to repurchase common shares. On January 3, 2019, the Board of Trustees replenished this program by authorizing
the Parent Company to repurchase up to $150 million common shares under the program from and after January 3, 2019. During
the year ended December 31, 2019, the Company repurchased and retired 1,337,169 common shares at an average price of
$12.92 per share, totaling $17.3 million. During the year ended December 31, 2018, the Company repurchased and retired
1,729,278 common shares at an average price of $12.64 per share, totaling $21.9 million. During the year ended December 31,
2017, there were no share repurchases under the program. The Company expects to fund any additional share repurchases with
a combination of available cash balances and availability under its unsecured revolving credit facility. The timing and amounts
of any repurchases will depend on a variety of factors, including market conditions, regulatory requirements, share prices, capital
availability and other factors as determined by the Company’s management team. The repurchase program does not require the
purchase of any minimum number of shares and may be suspended or discontinued at any time without notice.
In connection with the Parent Company’s common share repurchase program, one common unit of the Operating Partnership
is retired for each common share repurchased. During the year ended December 31, 2019, the Company repurchased and retired
1,337,169 common units at an average price of $12.92 per unit, totaling $17.3 million. During the year ended December 31,
2018, the Company repurchased and retired 1,729,278 units at an average price of $12.64 per unit totaling $21.9 million. During
the year ended December 31, 2017 there were no repurchases under the program. The Company expects to fund any additional
unit repurchases with a combination of available cash balances and availability under its unsecured revolving credit facility. The
timing and amounts of any purchases will depend on a variety of factors, including market conditions, regulatory requirements,
unit prices, capital availability and other factors as determined by the Company’s management team. The repurchase program
does not require the purchase of any minimum number of units and may be suspended or discontinued at any time without notice.
The common shares repurchased were retired and, as a result, were accounted for in accordance with Maryland law, which does
not contemplate treasury stock. The repurchases were recorded as a reduction of common shares (at $0.01 par value per unit)
and a decrease to General Partnership Capital.
Continuous Offering Program
On January 10, 2017, the Parent Company entered into a continuous offering program (the “Offering Program”), under which
it may sell up to an aggregate of 16,000,000 common shares until January 10, 2020 in at-the-market offerings.
There was no activity under the Offering Program during 2019. During 2018 and 2017, the Parent Company issued 23,311 and
2,858,991 common shares under the Offering Program at weighted average prices per share of $18.04 and $18.19, receiving net
cash proceeds of $0.4 million and $51.2 million, respectively.At December 31, 2019, 13,117,698 common shares remain available
for issuance under the Offering Program.
F-55
13. PARTNERS' EQUITY OF THE PARENT COMPANY
Earnings per Common Partnership Unit
The following tables detail the number of units and net income used to calculate basic and diluted earnings per common partnership
unit (in thousands, except unit and per unit amounts; results may not add due to rounding):
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.......................................................
Nonforfeitable dividends allocated to
unvested restricted unitholders...................
Preferred unit dividends .............................
Preferred unit redemption charge ...............
Net income attributable to common
unitholders .................................................. $
Denominator
(69)
(396)
—
—
(69)
(396)
—
—
(55)
(369)
—
—
(55)
(369)
—
—
(29)
(29)
(327)
(2,032)
(3,181)
(327)
(2,032)
(3,181)
34,064
$
34,064
$
135,048
$
135,048
$
115,608
$
115,608
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
Unvested restricted units are considered participating securities which require the use of the two-class method for the computation
of basic and diluted earnings per unit. For the years ended December 31, 2019, 2018 and 2017, earnings representing
nonforfeitable dividends were allocated to the unvested restricted units issued to the Parent Company’s executives and other
employees under the Parent Company’s shareholder-approved long-term incentive plan.
Common Partnership Units and Preferred Mirror Units
The Operating Partnership issues partnership units to the Parent Company in exchange for the contribution of the net proceeds
of any equity security issuance by the Parent Company. The number and terms of such partnership units correspond to the number
and terms of the related equity securities issued by the Parent Company. In addition, the Operating Partnership may also issue
separate classes of partnership units. Historically, the Operating Partnership has had the following types of partnership units
outstanding: (i) Preferred Partnership Units which have been issued to parties other than the Parent Company; (ii) Preferred
Mirror Partnership Units which have been issued to the Parent Company; and (iii) Common Partnership Units which include
both interests held by the Parent Company and those held by other limited partners.
Preferred Mirror Partnership Units
In exchange for the proceeds received in corresponding offerings by the Parent Company of preferred shares of beneficial interest,
the Operating Partnership has issued to the Parent Company a corresponding amount of Preferred Mirror Partnership Units with
terms consistent with that of the preferred securities issued by the Parent Company.
No preferred units were outstanding as of December 31, 2019 or December 31, 2018.
F-56
Common Partnership Units (Redeemable and General)
The Operating Partnership has two classes of Common Partnership Units outstanding as of December 31, 2019: (i) Class A
Limited Partnership Interest which are held by both the Parent Company and outside third parties and (ii) General Partnership
Interests which are held solely by the Parent Company (collectively, the Class A Limited Partnership Interest, and General
Partnership Interests are referred to as “Common Partnership Units”). The holders of the Common Partnership Units are entitled
to share in cash distributions from, and in profits and losses of, the Operating Partnership, in proportion to their respective
percentage interests, subject to preferential distributions on the preferred mirror units and the preferred units.
The Common Partnership Units held by the Parent Company (comprised of both General Partnership Units and Class A Limited
Partnership Units) are presented as partner’s equity in the consolidated financial statements. Class A Limited Partnership Interest
held by parties other than the Parent Company are redeemable at the option of the holder for a like number of common shares
of the Parent Company, or cash, or a combination thereof, at the election of the Parent Company. Because the form of settlement
of these redemption rights are not within the control of the Operating Partnership, these Common Partnership Units have been
excluded from partner’s equity and are presented as redeemable limited partnership units measured at the potential cash
redemption value as of the end of the periods presented based on the closing market price of the Parent Company’s common
shares at December 31, 2019, 2018 and 2017, which was $15.75, $12.87 and$18.19, respectively. As of December 31, 2019,
981,634 Class A Units were outstanding and owned by outside limited partners of the Operating Partnership. As of December 31,
2018 and 2017, 982,871 and 1,479,799 Class A Units were outstanding and owned by outside limited partners of the Operating
Partnership, respectively.
On December 11, 2019, the Operating Partnership declared a distribution of $0.19 per common unit, totaling $33.8 million,
which was paid on January 22, 2020 to unitholders of record as of January 8, 2020.
On April 11, 2017, the Operating Partnership redeemed all of its outstanding 4,000,000 Series E-Linked Preferred Mirror Units
at an aggregate redemption price of $25.51 per unit, which includes $2.0 million of dividends accrued through the redemption
date. The redemption of preferred units was funded with existing cash balances on hand.
Also, on April 11, 2017, the Operating Partnership recognized a $3.2 million charge related to the underwriting discount and
related expenses incurred at issuance of the Series E-Linked Preferred Mirror Units on April 11, 2012. This charge is included
in the earnings per share calculations above, as well as within the Operating Partnership’s consolidated statements of operations
as a reduction in net income to arrive at net income attributable to common partnership unitholders under the caption “Preferred
unit redemption charge.” There were no comparable charges for the years ended December 31, 2019 or 2018.
Common Unit Repurchases
In connection with the Parent Company’s common share repurchase program, one common unit of the Operating Partnership
is retired for each common share repurchased. On January 3, 2019, the Board of Trustees replenished this program by authorizing
the Parent Company to repurchase of up to $150.0 million common shares under the program from and after January 3, 2019.
During the year ended December 31, 2019, the Company Repurchased 1,337,169 common units at an average price of $12.92
per unit, totaling $17.3 million. During the year ended December 31, 2018, the Company repurchased and retired 1,729,278
common units at an average price of $12.64 per unit, totaling $21.9 million. During the year ended December 31, 2017, there
were no unit repurchases under the program. The Company expects to fund any additional unit repurchases with a combination
of available cash balances and availability under its unsecured revolving credit facility. The timing and amounts of any purchases
will depend on a variety of factors, including market conditions, regulatory requirements, unit prices, capital availability and
other factors as determined by the Company’s management team. The repurchase program does not require the purchase of any
minimum number of units and may be suspended or discontinued at any time without notice.
The common units repurchased were retired and, as a result, were accounted for in accordance with Maryland law, which does
not contemplate treasury stock. The repurchases were recorded as a reduction of common units (at $0.01 par value per unit) and
a decrease to General Partnership Capital.
Continuous Offering Program
On January 10, 2017, the Parent Company entered into a continuous offering program (the “Offering Program”), under which
it may sell up to an aggregate of 16,000,000 common units until January 10, 2020 in at-the-market offerings. In connection with
the commencement of the Offering Program, $0.2 million of upfront costs were recorded to General Partner Capital.
F-57
There was no activity under the Offering Program during 2019. During 2018 and 2017, the Parent Company issued 23,311 and
2,858,991 common units under the Offering Program at weighted average prices per unit of $18.04 and $18.19, receiving net
cash proceeds of $0.4 million and $51.2 million, respectively. As of December 31, 2019, 13,117,698 common shares remain
available for issuance under the Offering Program.
14. SHARE BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION
Stock Options
On December 31, 2019, options exercisable for 334,561 common shares were outstanding under the Parent Company’s
shareholder approved equity incentive plan (referred to as the “Equity Incentive Plan”). During the years ended December 31,
2019, 2018 and 2017, the Company did not recognize any compensation expense related to unvested options. During the years
ended December 31, 2019, 2018 and 2017, the Company did not capitalize any compensation expense related to stock options
as part of the Company’s review of employee salaries eligible for capitalization.
Options outstanding as of December 31, 2019 and changes during the year-ended December 31, 2019 were as follows:
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Contractual
Term (in years)
Aggregate
Intrinsic Value
(in thousands)
9.13
7.67
11.88
11.88
1.3
1.0
1.0
$
$
$
4,967.7
1,295.9
1,295.9
Shares
964,359
$
(629,798) $
334,561
334,561
$
$
Outstanding at January 1, 2019
Exercised
Outstanding at December 31, 2019
Vested/Exercisable at December 31, 2019
401(k) Plan
The Company sponsors a 401(k) defined contribution plan for its employees. Each employee may contribute up to 100% of
annual compensation, subject to specific limitations under the Internal Revenue Code. At its discretion, the Company can make
matching contributions equal to a percentage of the employee’s elective contribution and profit sharing contributions. The
Company funds its 401(k) contributions annually and plan participants must be employed as of December 31 in order to receive
employer contributions, except for employees eligible for qualifying retirement, as defined under the Internal Revenue Code.
The Company contributions were $0.4 million, $0.5 million, and $0.4 million in 2019, 2018, and 2017, respectively.
Restricted Share Rights Awards
As of December 31, 2019, 479,144 restricted share rights were outstanding under the Equity Incentive Plan. These Restricted
Share Rights vest over two to three years from the initial grant dates. The remaining compensation expense to be recognized
with respect to these awards at December 31, 2019 was $2.2 million and is expected to be recognized over a weighted average
remaining vesting period of 1.05 years. For the years ended December 31, 2019, 2018, and 2017, the amortization related to
outstanding restricted shares was $3.9 million (of which $0.3 million was capitalized), $3.6 million (of which $0.6 million was
capitalized), and $2.8 million (of which $0.4 million was capitalized), respectively. Compensation expense related to outstanding
restricted shares is included in general and administrative expense.
F-58
The following table summarizes the Company’s restricted share activity during the year-ended December 31, 2019:
Non-vested at January 1, 2019 .......................................................
Granted ...........................................................................................
Vested .............................................................................................
Forfeited .........................................................................................
Non-vested at December 31, 2019 .................................................
Shares
Weighted
Average Grant
Date Fair Value
Aggregate
Intrinsic Value
(in thousands)
466,439
$
278,442
$
(248,607) $
(17,130) $
479,144
$
14.93
15.51
13.68
15.66
15.90
$
$
$
$
$
70.7
65.6
538.3
1.6
44.7
On February 21, 2019, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the
Company an aggregate of 196,667 Restricted Share Rights, which generally vest over two to three years from the grant date.
Each Restricted Share Right entitles the holder to one common share upon settlement. The Parent Company pays dividend
equivalents on the Restricted Share Rights prior to the settlement date. Vesting and/or settlement would accelerate if the recipient
of the award were to die, become disabled or, in the case of certain of such Restricted Share Rights, retire in a qualifying retirement
prior to the vesting or settlement date. Qualifying retirement generally means the recipient’s voluntary termination of employment
after reaching at least age 57 and accumulating at least 15 years of service with the Company. In addition, vesting would also
accelerate if the Parent Company were to undergo a change of control and, on or before the first anniversary of the change of
control, the recipient’s employment were to cease due to a termination without cause or resignation with good reason.
The Restricted Share Rights granted in 2019 to certain senior executives and that vest over three years include an “outperformance
feature” whereby additional shares may be earned, up to 200% of the shares subject to the basic award, based on the Company’s
achievement of targets for same-store net operating cash income growth and development activity provided certain operating
and balance sheet metrics are also achieved during the three-year period ending December 31, 2021. Half of any additional
shares earned will vest based on continued service through each of January 1, 2022 and January 1, 2023, provided that this
additional service requirement will be waived in the event of a death, disability or qualifying retirement. In addition to the basic
award, up to 233,890 shares may be awarded under the outperformance feature. These shares have a $3.7 million intrinsic value
using a $15.61 grant date fair value. As of December 31, 2019, the Company has not recognized any compensation expense for
these awards as it has been determined that it is not probable that the performance metrics will be achieved. The Company will
evaluate progression towards achievement of the performance metrics on a quarterly basis and recognize compensation expense
for these awards should it be determined that achievement of these metrics is probable.
In addition, on February 21, 2019, the Compensation Committee awarded non-officer employees an aggregate of 37,472
Restricted Share Rights that vest in three equal installments on April 15, 2020, 2021, and 2022. Vesting of these awards is subject
to acceleration upon death, disability or termination without cause within one year following a change of control.
In accordance with the accounting standard for share-based compensation, the Company amortizes share-based compensation
costs through the qualifying retirement dates for those executives who meet the conditions for qualifying retirement during the
scheduled vesting period and whose award agreements provide for vesting upon a qualifying retirement.
Restricted Performance Share Units Plan
The Compensation Committee of the Parent Company’s Board of Trustees has granted performance share-based awards (referred
to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company. The RPSUs are settled in common
shares, with the number of common shares issuable in settlement determined based on the Company’s total shareholder return
over specified measurement periods compared to total shareholder returns of comparative groups over the measurement periods.
The table below presents certain information as to unvested RPSU awards.
F-59
3/1/2017
2/28/2018
2/21/2019
Total
RPSU Grant
(Amounts below in shares, unless otherwise noted)
Non-vested at January 1, 2019........................................
Units Granted ...............................................................
Units Vested..................................................................
Units Cancelled ............................................................
Non-vested at December 31, 2019..................................
Measurement Period Commencement Date ...................
Measurement Period End Date .......................................
Units Granted..................................................................
Fair Value of Units on Grant Date (in thousands) ..........
169,525
—
(8,420)
(1,935)
159,170
1/1/2017
206,025
—
—
(15,729)
190,296
1/1/2018
—
213,728
—
(7,659)
206,069
1/1/2019
12/31/2019
12/31/2020
12/31/2021
174,854
209,193
$
3,735
$
4,276
$
213,728
4,627
375,550
213,728
(8,420)
(25,323)
555,535
The Company values each RPSU on its grant date using a Monte Carlo simulation. The fair values of each award are being
amortized over the three year performance period. During the performance period, dividend equivalents are credited as additional
RPSU's, subject to the same terms and conditions as the original RPSU's. The performance period will be abbreviated and the
delivery of earned shares will be accelerated in the event of a change in control or if the recipient of the award were to die,
become disabled or retire in a qualifying retirement prior to the end of the otherwise applicable three year performance period.
In accordance with the accounting standard for share-based compensation, the Company amortizes stock-based compensation
costs through the qualifying retirement date for those executives who meet the conditions for qualifying retirement during the
scheduled vesting period.
For the year ended December 31, 2019, the Company recognized amortization of the 2019, 2018 and 2017 RPSU awards of
$4.2 million, of which $0.6 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of
employee compensation. For the year ended December 31, 2018, amortization for the 2018, 2017 and 2016 RPSU awards was
$3.9 million, of which $1.1 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of
employee compensation. For the year ended December 31, 2017, amortization for the 2017, 2016, and 2015 RPSU awards was
$3.4 million, of which $0.8 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of
employee compensation.
The remaining compensation expense to be recognized with respect to the non-vested RPSU's at December 31, 2019 was
approximately $2.0 million and is expected to be recognized over a weighted average remaining vesting period of 1.7 years.
The Company issued 147,111 common shares on February 1, 2019 in settlement of RPSUs that had been awarded on February
22, 2016 (with a three-year measurement period ended December 31, 2018). Holders of these RPSUs also received a cash
dividend of $0.19 per share for these common shares on January 22, 2019.
Employee Share Purchase Plan
The Parent Company’s shareholders approved the 2007 Non-Qualified Employee Share Purchase Plan (the “ESPP”), which is
intended to provide eligible employees with a convenient means to purchase common shares of the Parent Company through
payroll deductions and voluntary cash purchases at an amount equal to 85% of the average closing price per share for a specified
period. Under the plan document, the maximum participant contribution for the 2019 plan year is limited to the lesser of 20%
of compensation or $50,000. The ESPP allows the Parent Company to make open market purchases, which reflects all purchases
made under the plan to date. In addition, the number of shares separately reserved for issuance under the ESPP is 1.25 million.
Employees made purchases under the ESPP of $0.5 million in each of the years ended December 31, 2019 and 2018 and $0.4
million during the year ended December 31, 2017. The Company recognized $0.1 million of compensation expense related to
the ESPP during each of the years ended December 31, 2019, 2018, and 2017. Compensation expense represents the 15% discount
on the purchase price. The Board of Trustees of the Parent Company may terminate the ESPP at its sole discretion at any time.
F-60
Deferred Compensation
In January 2005, the Parent Company adopted a Deferred Compensation Plan (the “Plan”) that allows trustees and certain key
employees to defer compensation voluntarily. Compensation expense is recorded for the deferred compensation and a related
liability is recognized. Participants may elect designated benchmark investment options for the notional investment of their
deferred compensation. The deferred compensation obligation is adjusted for deemed income or loss related to the investments
selected. At the time the participants defer compensation, the Company records a liability, which is included in the Company’s
consolidated balance sheets. The liability is adjusted for changes in the market value of the participant-selected investments at
the end of each accounting period, and the impact of adjusting the liability is recorded as an increase or decrease to compensation
cost.
The Company has purchased mutual funds which can be utilized as a funding source for the Company’s obligations under the
Plan. Participants in the Plan have no interest in any assets set aside by the Company to meet its obligations under the Plan. For
each of the years ended December 31, 2019, December 31, 2018 and December 31, 2017, the Company recorded a nominal
amount of deferred compensation costs, net of investments in the company-owned policies and mutual funds.
Participants in the Plan may elect to have all, or a portion of their deferred compensation invested in the Company’s common
shares. The Company holds these shares in a rabbi trust, which is subject to the claims of the Company’s creditors in the event
of the Company’s bankruptcy or insolvency. The Plan does not permit diversification of a participant’s deferral allocated to the
Company common shares and deferrals allocated to Company common shares can only be settled with a fixed number of shares.
In accordance with the accounting standard for deferred compensation arrangements where amounts earned are held in a rabbi
trust and invested, the deferred compensation obligation associated with the Company’s common shares is classified as a
component of shareholder’s equity and the related shares are treated as shares to be issued and are included in total shares
outstanding. At December 31, 2019 and 2018, 1.1 million and 1.0 million of such shares were included in total shares outstanding,
respectively. Subsequent changes in the fair value of the common shares are not reflected in operations or shareholders’ equity
of the Company.
15. DISTRIBUTIONS
The following table provides the tax characteristics of the 2019, 2018 and 2017 distributions paid:
Common Share Distributions:
Ordinary income ......................................................................................
Capital gain ..............................................................................................
Non-taxable distributions.........................................................................
Distributions per share .............................................................................
Percentage classified as ordinary income ................................................
Percentage classified as capital gain ........................................................
Percentage classified as non-taxable distribution ....................................
Preferred Share Distributions:
Total distributions paid ............................................................................
Percentage classified as ordinary income ................................................
Percentage classified as capital gain ........................................................
Percentage classified as non-taxable distribution ....................................
$
$
$
Years ended December 31,
2019
2018
2017
(in thousands, except per share amounts)
0.62
$
0.55
$
$
$
—
0.14
0.76
81.00%
— %
19.00%
—
— %
— %
— %
$
$
—
0.17
0.72
76.20%
— %
23.80%
—
— %
— %
— %
0.38
0.26
—
0.64
60.00%
40.00%
— %
2,032
60.00%
40.00%
— %
F-61
16. INCOME TAXES AND TAX CREDIT TRANSACTIONS
Income Tax Provision/Benefit
The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying
amounts of existing assets and liabilities and their respective income tax bases, and for net operating loss, capital loss and tax
credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the
year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities
from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are
recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available
evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax
planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized.
As of December 31, 2019 and 2018, there were nominal deferred tax assets included within “Other assets” in the consolidated
balance sheets.
In projecting future taxable income, the analysis begins with historical results and incorporates assumptions about the amount
of future state and federal pretax operating income adjusted for items that do not have tax consequences. The assumptions about
future taxable income require significant judgment and are consistent with the plans and estimates the Company is using to
manage the underlying businesses.
The Company had no accruals for tax uncertainties as of December 31, 2019 and December 31, 2018.
For the year ended December 31, 2019, there were $0.1 million of deferred income tax expense and $0.1 million of current
income tax benefit. For the year ended December 31, 2018, there were $0.3 million of deferred income tax expense and $0.1 of
current income tax expense. For the year ended December 31, 2017, there were $0.6 million of deferred income tax benefit.
These amounts are included in “Income tax (provision) benefit” in the consolidated statements of operations.
17. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table details the components of accumulated other comprehensive income (loss) of the Parent Company and the
Operating Partnership as of and for the three years ended December 31, 2019 (in thousands):
Parent Company
Cash Flow Hedges
Balance at January 1, 2017........................................................................................................................
Change in fair market value during year.................................................................................................
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling
interests ...................................................................................................................................................
Amortization of interest rate contracts reclassified from comprehensive income to interest expense ...
Balance at December 31, 2017..................................................................................................................
Change in fair market value during year.................................................................................................
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling
interests ...................................................................................................................................................
Amortization of interest rate contracts reclassified from comprehensive income to interest expense ...
Balance at December 31, 2018..................................................................................................................
Change in fair market value during year.................................................................................................
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling
interests ...................................................................................................................................................
Amortization of interest rate contracts reclassified from comprehensive income to interest expense ...
Balance at December 31, 2019..................................................................................................................
$
$
$
$
(1,745)
2,948
(34)
1,230
2,399
1,478
(39)
1,191
5,029
(8,210)
41
770
(2,370)
F-62
Operating Partnership
Cash Flow Hedges
Balance at January 1, 2017........................................................................................................................
Change in fair market value during year.................................................................................................
Amortization of interest rate contracts reclassified from comprehensive income to interest expense ...
Balance at December 31, 2017..................................................................................................................
Change in fair market value during year.................................................................................................
Amortization of interest rate contracts reclassified from comprehensive income to interest expense ...
Balance at December 31, 2018..................................................................................................................
Change in fair market value during year.................................................................................................
Amortization of interest rate contracts reclassified from comprehensive income to interest expense ...
Balance at December 31, 2019..................................................................................................................
$
$
$
$
(2,122)
2,948
1,230
2,056
1,478
1,191
4,725
(8,210)
770
(2,715)
Over time, the unrealized gains and losses held in Accumulated Other Comprehensive Income (“AOCI”) will be reclassified to
interest expense when the related hedged items are recognized in earnings. The current balance held in AOCI is expected to be
reclassified to interest expense for realized losses on forecasted debt transactions over the related term of the debt obligation,
as applicable. The Company expects to reclassify $0.8 million from AOCI into interest expense within the next twelve months.
18. SEGMENT INFORMATION
During the year ended December 31, 2019, the Company owned and managed its portfolio within five segments: (1) Philadelphia
Central Business District (Philadelphia CBD), (2) Pennsylvania Suburbs, (3) Austin, Texas (4) Metropolitan Washington, D.C.,
and (5) Other. The Philadelphia CBD segment includes properties located in the City of Philadelphia, Pennsylvania. The
Pennsylvania Suburbs segment includes properties in Chester, Delaware, and Montgomery counties in the Philadelphia suburbs.
The Austin, Texas segment includes properties in the City of Austin, Texas. The Metropolitan Washington, D.C. segment includes
properties in the District of Columbia, Northern Virginia and southern Maryland. The Other segment includes properties located
in Camden County, New Jersey and properties in New Castle County, Delaware. In addition to the five segments, the corporate
group is responsible for cash and investment management, development of certain real estate properties during the construction
period, and certain other general support functions. Land held for development and construction in progress is transferred to
operating properties by region upon completion of the associated construction or project.
The following tables provide selected asset information and results of operations of the Company’s reportable segments as of
and for the three years ended December 31, 2019, 2018 and 2017 (in thousands):
Real estate investments, at cost:
Philadelphia CBD
Pennsylvania Suburbs
Austin, Texas (a)
Metropolitan Washington, D.C. (b)
Other
Operating Properties
Corporate
Right of use asset - operating leases, net (c)
Construction-in-progress
Land held for development (d)
Prepaid leasehold interests in land held for development, net (e)
December 3
1, 2019
December 3
1, 2018
December 3
1, 2017
$ 1,726,299
$ 1,670,388
$ 1,643,296
1,003,890
1,002,937
721,255
468,035
86,980
667,698
524,190
86,506
957,272
163,653
978,257
88,346
$ 4,006,459
$ 3,951,719
$ 3,830,824
$
$
$
$
21,656
180,718
96,124
39,592
$
$
$
$
—
150,263
86,401
39,999
$
$
$
$
—
121,188
98,242
—
(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.
F-63
(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
(e)
Note 3, ''Real Estate Investments,” for further information.
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,
Total
revenue
2019
Operating
expenses
(a)
Total
revenue
Net
operating
income
(loss)
2018
Operating
expenses
(a)
Total
revenue
Net
operating
income
(loss)
2017
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 Washingt
on, D.C. .......................
Other............................
Corporate.....................
51,498
14,558
5,351
(23,455)
(9,328)
(7,141)
28,043
5,230
(1,790)
90,308
16,757
3,619
(34,072)
(11,888)
56,236
4,869
(6,518)
(2,899)
92,024
18,347
9,363
(35,014)
(11,749)
(7,193)
57,010
6,598
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.
Unconsolidated real estate ventures:
Investment in real estate ventures, at equity
Equity in income (loss) of real estate venture
As of
Years ended December 31,
December 31,
2019
December 31,
2018
December 31,
2017
2019
2018
2017
Philadelphia CBD.................
Pennsylvania Suburbs ..........
Metropolitan Washington,
D.C. (a).................................
MAP Venture........................
Other.....................................
Austin, Texas (b) ..................
Total ................................
$
$
$
17,524
—
$
19,897
—
$
39,939
3,503
328
—
$
(105) $
—
102,840
(70)
—
—
120,294
$
136,142
11,173
1,888
—
169,100
$
119,817
15,450
1,939
13,973
194,621
$
(4,234)
(15,065)
(6,102)
86
—
(9,922) $
(2,155)
407
1,687
(15,231) $
255
631
(5,044)
(3,443)
285
(990)
(8,306)
(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.
F-64
Net operating income (“NOI”) is a non-GAAP financial measure defined as total revenue less property operating expenses, real
estate taxes, and third party management expenses. Property operating expenses that are included in determining NOI consist
of costs that are necessary and allocable to our operating properties such as utilities, property-level salaries, repairs and
maintenance, property insurance, management fees, and bad debt expense. General and administrative expenses that are not
reflected in NOI primarily consist of corporate-level salaries, amortization of share awards and professional fees that are incurred
as part of corporate office management. All companies may not calculate NOI in the same manner. NOI is the measure that is
used by the Company to evaluate the operating performance of its real estate assets by segment. The Company believes NOI
provides useful information to investors regarding the financial condition and results of operations because it reflects only those
income and expense items that are incurred at the property level. While NOI is a relevant and widely used measure of operating
performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP
and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance. NOI does
not reflect interest expenses, real estate impairment losses, depreciation and amortization costs, capital expenditures and leasing
costs. The Company believes that net income (loss), as defined by GAAP, is the most appropriate earnings measure. The following
is a reconciliation of consolidated net income (loss), as defined by GAAP, to consolidated NOI, (in thousands):
Net income .................................................................................................
Plus:
Interest expense........................................................................................
Interest expense - amortization of deferred financing costs ....................
Depreciation and amortization.................................................................
General and administrative expenses.......................................................
Equity in loss of Real Estate Ventures .....................................................
Provision for impairment .........................................................................
Loss on early extinguishment of debt ......................................................
Less:
Interest income.........................................................................................
Income tax (provision) benefit.................................................................
Net gain on disposition of real estate.......................................................
Net gain on sale of undepreciated real estate...........................................
Net gain on real estate venture transactions.............................................
Gain on promoted interest in unconsolidated real estate venture ............
Consolidated net operating income ............................................................
19. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Year Ended December 31,
2019
2018
2017
$
34,529
$
135,472
$
121,177
81,512
2,768
210,005
32,156
9,922
—
—
2,318
(12)
356
2,020
11,639
—
78,199
2,498
176,000
27,802
15,231
71,707
105
4,703
(423)
2,932
3,040
142,233
28,283
81,886
2,435
180,323
28,538
8,306
3,057
3,933
1,113
628
32,017
953
80,526
—
$
354,571
$
326,246
$
314,418
The Company is involved from time to time in litigation on various matters, including disputes with tenants, disputes with
vendors, employee disputes and disputes arising out of agreements to purchase or sell properties or joint ventures or disputes
relating to state and local taxes. Given the nature of the Company’s business activities, these lawsuits are considered routine to
the conduct of its business. The result of any particular lawsuit cannot be predicted, because of the very nature of litigation, the
litigation process and its adversarial nature, and the jury system. The Company will establish reserves for specific legal
proceedings when it determines that the likelihood of an unfavorable outcome is probable and when the amount of loss is
reasonably estimable. The Company does not expect that the liabilities, if any, that may ultimately result from such legal actions
will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.
Letters-of-Credit
Under certain mortgages, the Company has funded required leasing and capital reserve accounts for the benefit of the mortgage
lenders with letters-of-credit. There were no associated letters-of-credit for a mortgage lender on December 31, 2019. Certain
F-65
of the tenant rents at properties that secure these mortgage loans are deposited into the loan servicer’s depository accounts, which
are used to fund debt service, operating expenses, capital expenditures and the escrow and reserve accounts, as necessary. Any
excess cash is included in cash and cash equivalents.
Environmental
As an owner of real estate, the Company is subject to various environmental laws of federal, state, and local governments. The
Company’s compliance with existing laws has not had a material adverse effect on its financial condition and results of operations,
and the Company does not believe it will have a material adverse effect in the future. However, the Company cannot predict the
impact of unforeseen environmental contingencies or new or changed laws or regulations on its current Properties or on properties
that the Company may acquire.
Fair Value of Contingent Consideration
OnApril 2, 2015, the Company purchased 618 Market Street in Philadelphia, Pennsylvania. The allocated purchase price included
contingent consideration of $2.0 million payable to the seller upon commencement of development. The liability was recorded
at a fair value of $1.6 million and will accrete through interest expense to $2.0 million over the expected period until development
is commenced. The fair value of this contingent consideration was determined using a probability weighted discounted cash
flow model. The significant inputs to the discounted cash flow model were the discount rate and weighted probability scenarios.
As the inputs are unobservable, the Company determined the inputs used to value this liability fall within Level 3 for fair value
reporting. As of December 31, 2019, the liability had accreted to $1.97 million. As there were no significant changes to the
inputs, the liability remains within Level 3 for fair value reporting.
Debt Guarantees
As of December 31, 2019, the Company’s Real Estate Ventures had aggregate indebtedness of $596.0 million. These loans are
generally mortgage or construction loans, most of which are non-recourse to the Company, except for customary carve-outs. As
of December 31, 2019, the $150.0 million construction loan obtained by the 4040 Wilson, for which the Company has guaranteed
payment up to $41.3 million, is recourse to the Company. In addition, during construction undertaken by real estate ventures,
including 4040 Wilson, the Company has provided and expects to continue to provide cost overrun and completion guarantees,
with rights of contribution among partners or members in the real estate ventures, as well as customary environmental indemnities
and guarantees of customary exceptions to nonrecourse provisions in loan agreements.
Other Commitments or Contingencies
In connection with the Schuylkill Yards Project, the Company entered into a neighborhood engagement program and, as of
December 31, 2019, had $8.5 million of future contractual obligations. The Company is also committed to make additional
contributions under the program. As of December 31, 2019, the Company estimates that these additional contributions, which
are not fixed under the terms of agreement, will be $2.8 million.
The Company is under contract to acquire an office property containing approximately 170,000 rentable square feet located in
Radnor, Pennsylvania for a purchase price of $20.3 million. The Company has paid $1 million towards the purchase price in
the form of a non-refundable deposit and the transaction is expected to close during 2020. The Company was also under contract
to acquire a 7.8-acre land parcel located in Radnor, Pennsylvania for a purchase price of $11.3 million. The acquisition of the
land parcel closed on February 27, 2020.
As part of the Company’s September 2004 acquisition of a portfolio of properties from The Rubenstein Company (which the
Company refers to as the “TRC acquisition”), the Company acquired its interest in Two Logan Square, a 708,844 square foot
office building in Philadelphia, primarily through its ownership of a second and third mortgage secured by this property. This
property is consolidated, as the borrower is a variable interest entity and the Company, through its ownership of the second and
third mortgages, is the primary beneficiary. The Company currently does not expect to take title to Two Logan Square until, at
the earliest, on or about August 2020. If the Company takes fee title to Two Logan Square upon foreclosure of its mortgage, the
Company has agreed to pay an unaffiliated third party that holds a residual interest in the fee owner of this property an amount
equal to $2.9 million. On the TRC acquisition date, the Company recorded a liability of $0.7 million and has been accreting the
liability up to $2.9 million through January 2020. As of December 31, 2019, the Company had a balance of $2.9 million for this
liability in its consolidated balance sheets.
F-66
As part of the Company’s 2006 merger with Prentiss Properties Trust (“Prentiss”), the 2004 TRC acquisition and several of our
other transactions, the Company agreed not to sell certain of the properties it acquired in transactions that would trigger taxable
income to the former owners. In the case of the TRC acquisition, the Company agreed not to sell acquired properties in non-
exempt transactions for periods up to 15 years from the date of the TRC acquisition as follows at December 31, 2019: One Logan
Square, Two Logan Square and Radnor Corporate Center (January 2020). The Company subsequently agreed to extend the no-
sale period applicable to Two Logan Square to on or about August 2020. If the Company were to sell a restricted property before
the expiration of the restricted period in a non-exempt transaction, the Company may be required to make significant payments
to the parties who sold the applicable property on account of tax liabilities attributed to them. Similarly, as part of the 2013
acquisition of substantially all of the equity interests in the partnerships that own One and Two Commerce Square, the Company
agreed, for the benefit of affiliates of the holder of the 1% residual ownership interest in these properties, to not sell these two
properties in certain taxable transactions prior to October 20, 2021 without the holder’s consent.
As part of the Company’s acquisition of properties from time to time in tax-deferred transactions, the Company has agreed to
provide certain of the prior owners of the acquired properties with the right to guarantee the Company’s indebtedness. If the
Company were to seek to repay the indebtedness guaranteed by the prior owner before the expiration of the applicable agreement,
the Company would be required to provide the prior owner an opportunity to guaranty qualifying replacement debt. These debt
maintenance agreements may limit the Company’s ability to refinance indebtedness on terms favorable to the Company. As part
of our 2013 acquisition of substantially all of the equity interests in the partnerships that own One and Two Commerce Square,
the Company agreed, for the benefit of affiliates of the holder of the 1% residual ownership interest in these properties, to
maintain qualifying mortgage debt through October 20, 2021, in the amounts of not less than $125.0 million on One Commerce
Square and $100.0 million on Two Commerce Square. Similarly, the Company has agreements in place with other contributors
of assets that obligate it to maintain debt available for them to guaranty.
The Company invests in its properties and regularly incurs capital expenditures in the ordinary course of business to maintain
the properties. The Company believes that such expenditures enhance its competitiveness. The Company also enters into
construction, utility and service contracts in the ordinary course of business which may extend beyond one year. These contracts
typically provide for cancellation with insignificant or no cancellation penalties.
20. SUMMARY OF QUARTERLY RESULTS (UNAUDITED)
The following is a summary of quarterly financial information as of and for the years ended December 31, 2019 and 2018 (in
thousands, except per share data):
2019
Total revenue.................................................
Net income ....................................................
Net income allocated to Common Shares .....
Basic earnings per Common Share ...............
Diluted earnings per Common Share ............
2018
Total revenue.................................................
Net income (loss) ..........................................
Net income (loss) allocated to Common
Shares ............................................................
Basic earnings (loss) per Common Share .....
Diluted earnings (loss) per Common Share ..
$
$
$
$
$
Brandywine Realty Trust
1st
Quarter
2nd
Quarter
3rd
Quarter
4th
Quarter
$
143,896
$
144,151
$
145,331
$
147,039
4,583
4,404
0.03
0.03
136,358
44,445
43,956
0.25
0.24
$
$
$
$
$
6,252
6,112
0.03
0.03
133,786
12,876
12,661
0.07
0.07
$
$
$
$
$
6,820
6,679
0.04
0.04
134,998
(43,522)
(a)
(43,260)
(0.24)
(0.24)
$
$
$
$
$
16,874
(d)
16,676
0.09
0.09
139,203
121,673
(b)
(c)
120,792
0.68
0.67
The summation of quarterly earnings per share amounts does not necessarily equal the full year amounts due to rounding.
(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.
F-67
(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
(c)
(d)
Note 3, ''Real Estate Investments,” for further information on this transaction.
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."
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."
Brandywine Operating Partnership, L.P.
2019
Total revenue.................................................
Net income ....................................................
Net income attributable to Common
Partnership Unitholders.................................
Basic earnings per Common Partnership
Unit................................................................
Diluted earnings per Common Partnership
Unit................................................................
2018
Total revenue.................................................
Net income (loss) ..........................................
Net income (loss) attributable to Common
Partnership Unitholders.................................
Basic earnings (loss) per Common
Partnership Unit ............................................
Diluted earnings (loss) per Common
Partnership Unit ............................................
1st
Quarter
2nd
Quarter
3rd
Quarter
4th
Quarter
$
143,896
$
144,151
$
145,331
$
147,039
4,583
4,430
0.03
0.03
$
$
6,252
6,146
0.03
0.03
$
$
6,820
6,716
0.04
0.04
136,358
$
133,786
$
134,998
44,445
44,326
12,876
12,769
(43,522)
(a)
(43,622)
0.25
0.24
$
$
0.07
0.07
$
$
(0.24)
(0.24)
16,874
(d)
16,772
0.09
0.09
139,203
121,673
(b)
(c)
121,575
0.68
0.67
$
$
$
$
$
$
$
$
$
$
The summation of quarterly earnings per share amounts does not necessarily equal the full year amounts due to rounding.
(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
(c)
(d)
Note 3, ''Real Estate Investments,” for further information on this transaction.
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."
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."
F-68
Brandywine Realty Trust and Brandywine Operating Partnership, L.P.
Schedule II
Valuation and Qualifying Accounts
(in thousands)
Description
Allowance for doubtful accounts:
Balance at
Beginning of
Year
Additions
Deductions
(1)
Balance at
End of Year
December 31, 2019 ......................................................
December 31, 2018 ......................................................
December 31, 2017 ......................................................
$
$
$
12,919
17,112
16,116
$
$
$
—
1,775
1,912
$
$
$
4,944
5,968
916
$
$
$
7,975
12,919
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.
F-69
.
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(b) Reconciliation of Real Estate:
The following table reconciles the real estate investments from January 1, 2017 to December 31, 2019 (in thousands):
2019
2018
2017
Balance at beginning of year ...................................................................................................
$
3,951,719
$
3,830,824
$
3,658,438
Additions:
Acquisitions..........................................................................................................................
Capital expenditures and assets placed into service .............................................................
Less:
Dispositions/impairments/placed into redevelopment .........................................................
Retirements...........................................................................................................................
—
145,378
(50,792)
(39,846)
509,654
129,274
(469,517)
(48,516)
Balance at end of year .............................................................................................................
Per consolidated balance sheet ................................................................................................
$
$
4,006,459
4,006,459
$
$
3,951,719
3,951,719
$
$
The aggregate cost for federal income tax purposes is $3.2 billion as of December 31, 2019.
62,587
356,857
(189,472)
(57,586)
3,830,824
3,830,824
(c) Reconciliation of Accumulated Depreciation:
The following table reconciles the accumulated depreciation on real estate investments from January 1, 2017 to December 31, 2019 (in thousands):
Balance at beginning of year ...................................................................................................
$
885,407
$
913,297
$
885,392
2019
2018
2017
Additions:
Depreciation expense ...........................................................................................................
144,131
137,213
154,029
Less:
Dispositions/impairments/placed into redevelopment .........................................................
Retirements...........................................................................................................................
Balance at end of year .............................................................................................................
Per consolidated balance sheet ................................................................................................
$
$
(16,783)
(39,437)
973,318
973,318
$
$
(117,589)
(47,514)
885,407
885,407
$
$
(74,178)
(51,946)
913,297
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.
F-76
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
James C. Diggs
Retired Senior Vice President and
Terri A Herubin
Managing Director, Portfolio
General Counsel, PPG Industries, Inc.
Management, Greystar
n Chair of Compensation Committee
n Member of Audit Committee
n Member of Audit Committee
Wyche Fowler
Former U.S. Senator and U.S.
Michael J. Joyce
Retired New England Managing Partner,
Charles P. Pizzi
Retired President and Chief Executive
Deloitte & Touche USA LLP
Officer, Tasty Baking Company
Ambassador, Saudi Arabia
n Chair of Board
n Chair of Corporate
n Member of Compensation Committee
n Member of Compensation Committee
Governance Committee
n Member of Corporate Governance
n Member of Executive Committee
n Member of Compensation Committee
Committee
n Member of Audit Committee
n Member of Executive Committee
H. Richard Haverstick, Jr.
Retired Managing Partner,
Anthony A. Nichols, Sr.
Chairman Emeritus,
Gerard H. Sweeney
President and Chief Executive Officer,
Ernst & Young LLP
n Chair of Audit Committee
Brandywine Realty Trust
n Member of Corporate
Governance Committee
Brandywine Realty Trust
n Chair of Executive Committee
CERTIFICATIONS
INCOME TAX INFORMATION
Shareholders who hold our common
The Company’s Chief Executive Officer
Each common shareholder should have
shares in “street name” with a
has submitted to the New York Stock
received a Form 1099-DIV reflecting
brokerage firm should direct their
Exchange the annual certification
the distributions paid or declared by
inquiries to their broker or to our
required by Section 303A.12(a) of the
the Company. Distributions paid to
investor relations department.
NYSE Company Manual. In addition,
shareholders in 2019 totaled $0.76 per
the Company has filed with the
share of which 81% per share is taxable
Securities and Exchange Commission
as an ordinary dividend and 19%
INVESTOR RELATIONS
For information about our
as exhibits to its Form 10-K for the
per share represented a nondividend
Company or any other inquiries,
fiscal year ended December 31, 2019,
distribution. Additional information
the certifications of its Chief Executive
on the taxability of our distributions is
please contact:
Tom Wirth
Officer and Chief Financial Officer
available on our web site at
required pursuant to Section 302 of
www.brandywinerealty.com.
Accounting and Investment Services
(610) 325-5600
the Sarbanes-Oxley Act relating to the
quality of its public disclosure.
SHAREHOLDER INFORMATION
INDEPENDENT REGISTERED
Shareholders who hold our common
ACCOUNTING FIRM
DISTRIBUTION INFORMATION
shares in certificate form should
The Company is required to distribute
direct any inquiries regarding share
at least 90% of its taxable income
transfers, address changes, lost
to maintain its status as a real estate
certificates, distributions (including
investment trust. Total distributions
inquiries regarding participation in
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042
paid in 2019 were $0.76 per common
our Distribution Reinvestment and
LEGAL COUNSEL
share. Although the Company expects
Share Purchase Plan) or account
Pepper Hamilton LLP
to continue making distributions to
consolidations to our transfer agent:
3000 Two Logan Square
shareholders, there is no assurance
of future distributions, as they are
dependent upon earnings, cash flow,
the financial condition of the Company
and other factors.
Computershare
P.O. Box 30170
College Station, TX 77845-3170
Toll free: 1-888-985-2061
Outside the U.S.: 1-781-575-2724
www.computershare.com/investor
Eighteenth & Arch Streets
Philadelphia, PA 19103-2799
BOARD OF TRUSTEES
Y S T A T E M E N T
9
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QUALITY - INNOVATION - INTEGRIT Y - COMMUNIT Y
866.426.5400
866.426.5400
brandywinerealty.com
brandywinerealty.com
Brandywine Realty Trust (NYSE: BDN) is one of the largest, publicly-traded, full-
service, integrated real estate companies in the United States with a core focus in
Brandywine Realty Trust (NYSE: BDN) is one of the largest, publicly-traded, full-
service, integrated real estate companies in the United States with a core focus in
the Philadelphia, PA, Austin, TX, and Washington, D.C. markets. Organized as a
real estate investment trust (REIT), we own, develop, lease and manage an urban,
town center and transit-oriented portfolio.
real estate investment trust (REIT), we own, develop, lease and manage an urban,
the Philadelphia, PA, Austin, TX, and Washington, D.C. markets. Organized as a
town center and transit-oriented portfolio.