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Fro m to p to b otto m: penthouse at 1676
International, M cLean, V A; rendering of
Block A at Broad m oor, A ustin, T X; façade
4040 W ilson, M etro D.C.; Tea m m e m bers
connecting on Cira Green at Cira C entre
S outh, P hiladelphia, P A; the S chuylkill
Yards sign ato p the B ulletin B uilding,
P hiladelphia, P A; construction cre w and
Bran dy wine w orker o n site at Drexel
S q uare, P hilad elp hia, P A; ren d ering of
pro m enad e at Broad m o or, A ustin, T X
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In most crises, there is both danger and opportunity.
From a global pandemic, to an economic shutdown
and reopening, and a social reckoning with race and
justice, 2020 challenged the foundational elements
of many organizations. At Brandywine, we leaned
into our bedrock—the core values we’ve lived out
for over 25 years by prioritizing people, relationships
and communities. Our teams rose to the occasion,
taking swift action to cover the danger side, and
then shifting focus forward to the opportunities.
Early on, as the pandemic unfolded, we quickly implemented business-continuity plans and
activated a crisis response team to protect the health and safety of our employees, tenants, and
stakeholders. Our operational model allowed us to keep 100% of our buildings open while we made
further investments in on-site health and safety measures. We maintained strong levels of rent
collection while working collaboratively with our tenants on rent relief solutions where necessary.
We made great efforts to be true workplace partners, providing our tenants with custom Return
to the Workplace plans and a comprehensive Tenant Resource Toolkit. We remained committed
to our brand promise and leveraged this period of uncertainty to deepen our relationships.
We backed up our commitment to our people—the company’s most valuable assets—by keeping
100% of our employee base on payroll, addressing immediate and long-term health and safety
challenges, and maintaining consistent, direct lines of communication. After securing our
home-base, we turned swiftly toward our communities. Understanding that small, local,
and minority-owned businesses would be impacted most, we made $550,000 in
1
From left to right: rendering of 155
Radnor facade and building, Radnor,
PA; Drexel Square and the Bulletin
Building with FMC Tower in background
at Schuylkill Yards, Philadelphia, PA
low interest loans available to struggling
businesses. We redirected our corporate
philanthropy programs to assist those most
impacted by the pandemic and deployed resources
to fund over 36,000 meals from our restaurant tenants to
our Philadelphia neighbors and spread $25,000 in donations
across five non-profit organizations in our core regions.
We continued to invest daily in the long-term sustainability
and vitality of the communities where we live and work.
Through it all, we moved forward in executing our business plan
with purpose. We advanced design and development plans
on our two long-term, mixed use master development projects
totaling almost 12 million SF in Philadelphia, Pennsylvania and
Austin, Texas that can almost double our existing portfolio,
and secured 1.4 million SF of early lease renewals. We
completed the reimagination of the historic Bulletin Building
in the heart of Schuylkill Yards. We opened the doors of
4040 Wilson—Northern Virginia’s first mixed-use Vertical
Neighborhood—and completed the inspired redevelopment
of 1676 International in Tysons, VA. We executed on strategic
acquisitions and forged new joint venture partnerships, further
strengthening our platform and market position. We also
maintained a strong balance sheet and liquidity position with
full availability of our $600 million line of credit. We made bold
investments in market-leading healthy building certifications,
earning Green Lease Leaders Gold for the first time, and
achieving Fitwel certification for 6 million square feet across
our portfolio. We thought strategically about human capital
deployment, and accelerated several of our existing objectives,
including the formation of three new business lines for Life
Sciences, Parking Operations, and Partnership Management.
2
From left to right: rendering of the amenity level at 3025 JFK, the West
Tower at Schuylkill Yards, Philadelphia, PA; employees taking a
break at Drexel Square, Philadelphia, PA; 4040 Wilson, Metro
D.C.; rendering of the entrance of 3025 JFK, The West
Tower, Philadelphia, PA; and employee enjoying view
from FMC Tower at Cira Centre South, Philadelphia, PA
There is no doubt the great ‘work from home experiment’
In Greater Philadelphia, the growing Life Sciences
sparked many questions within our industry. While
sector represents over 800 companies and 56,000
there are still many unknowns, a few things hold more
employees. At Brandywine, we are poised to deliver
true now than ever before—human beings need strong
on the unprecedented demand for lab and innovation
connections, relationships and communities to achieve
space with nearly 4 million square feet in our pipeline,
personal and professional fulfillment. We have always
which will ultimately increase our company-wide
used physical space to help foster these aspirations,
revenue composition to over 20% Life Science
creating dynamic environments for both private and
tenants. Within Schuylkill Yards, we plan to commence
public use, that bring out the best in people. In its most
construction on two iconic buildings at 3025 JFK
basic form, work space serves as a springboard for
Boulevard and 3151 Market Street that will meet the
business success. We always believed that physical
fast-growing demand for newly built lab space within
spaces define culture, culture defines brand, and brand
University City’s thriving innovation ecosystem. At
determines productivity, profitability, and retention. As
Cira Centre, we will help foster the growth of early-
owners and operators of high-quality, Class A spaces,
stage biotech companies through the launch of our
we’re well positioned to meet the current moment
Life Science incubator, B.Labs. Further investments
with upgraded building systems that optimize fresh
air intake and filtration, touchless technology, dynamic
outdoor spaces, and a host of other health & wellness
features that will continue to be in high demand.
We remain steadfast in executing on our long-term
strategy, with eyes wide open for opportunities to
leverage our scale, capacity and experience to
address current and future shifts in consumer
demand. We enter 2021 with momentum,
and the strategic framework in place
for success this year and beyond.
4
in the region—including fully approved new office
to demonstrate durable economic stability. Here, we
development opportunities in Radnor and King of
are nearing completion of 405 Colorado—our first
Prussia, and Byberry North, an expansive industrial
downtown skyscraper, and have over 6 million SF
warehouse development in Northeast Philadelphia
approved at our master-planned 66-acre, transit-
—reinforce our longstanding commitment to creating
oriented development in Northwest Austin at Broadmoor.
value through high-quality neighborhood additions.
Anchored by the federal government and some of
In Austin, TX—the country’s fastest growing metro
the fastest-growing private companies in the nation,
and strongest job market—we are already seeing
Metro D.C. has long been considered one of the
how the city’s diverse and counter-cyclical
most competitive markets in the world. Here, we
economy is proving resilient. With major
completed the reimagination of 1676 International
investments from big tech companies,
to introduce urban design, smart and flexible space
atop a strong foundation of the Texas
layouts, and a multitude of amenities to the modern
State Capitol and The University
workspace. We continue to innovate and invest
of Texas, the market continues
in Metro D.C., with the opportunity to complete a
similar renovation at 2340 Dulles Corner Boulevard,
the benchmark property for the Dulles area’s next
phase of growth. We are also energized around
plans for the next phase of University of Maryland’s
Discovery District. As master developer of the world-
class site, we envision a dynamic next-generation
neighborhood of physical spaces that support the
University’s renowned talent and innovation pipeline.
Our 2021 business plan is straight forward: take
advantage of our best-in-class portfolio and operations
teams to generate same store cash operating
income between 3-5%. Two key metrics that will
Fro m left to right: ren dering of 3025
JF K, the W est To w er at S chuylkill Yards,
P hiladelp hia, P A; rendering of 3151
M arket St.; e m ployee enjoying lunch
on Cira Green at Cira C entre S outh,
P hiladelp hia, P A; ren dering of plaza
at Broad m oor, A ustin, T X; rendering
of 650 P ark, King of Prussia, P A
Starting from top: yoga on Cira Green at Cira Centre South,
Philadelphia, PA; employees working at 1676 International,
McLean, VA; photo of 1676 International, McLean, VA;
rendering of Block L building at Broadmoor, Austin,
TX; rendering of plaza in Broadmoor, Austin, TX
help us meet that goal is expiring lease mark-to-market
increases ranging from 8-10% on a cash basis and 14-
16% on an accrual basis. We also are focused on leasing
our recently completed development and redevelopment
projects to accelerate earnings in both 2021 and 2022.
We are enthusiastic for 2021 and its promises of pent-
up demand, emerging trend lines, and a higher value
placed on spaces that make us feel connected and
complete. We are eager to get our cities going again,
partnering with city and regional stakeholders across
our portfolio to bring our workforces safely back
to the office and reinvigorate our local economies.
Our watchword for 2020 was resilience. People
are resilient. Businesses and communities are,
too. There is an element of the human spirit that
cannot be crushed—that empowers us to band
together and aspire ever upward! Now, there are
truly once-in-a-lifetime opportunities for those
who are bold enough to seize them. 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, 2021
7
SENIOR OFFICERS
Gerard H. Sweeney*
H. Jeffrey DeVuono*
George D. Johnstone*
President and
Executive Vice President, Senior
Executive Vice President,
Chief Executive Officer
Managing Director, Life Science
Operations
Thomas E. Wirth*
William D. Redd*
Executive Vice President
Executive Vice President and
George S. Hasenecz
Senior Vice President,
and Chief Financial Officer
Senior Managing Director,
Investments
Austin and Metro D.C. Regions
OTHER KEY EXECUTIVES
Shawn Neuman
Senior Vice President, General
Counsel and Secretary
H. Leon Shadowen, Jr.
Senior Vice President,
Development, Austin Region
Regina Sitler
Senior Vice President,
Portfolio Management
Paul J. Commito
Senior Vice President,
Development
John Hill
Vice President, Construction
James Kurek
Vice President, Innovation and
Suzanne Stumpf
Technology Officer
John Norjen
Senior Vice President and Senior
Senior Vice President,
Asset Management,
Metro D.C. & Austin Regions
Managing Director, Metro D.C. Region
Kathleen P.
Laura Krebs Miller
Vice President, Marketing, Client
Satisfaction and Brand Management
Daniel Palazzo*
Vice President, Chief Accounting
Officer and Treasurer
Joseph F. Ritchie
Senior Vice President,
Development
Sweeney-Pogwist
Senior Vice President, Leasing,
Suburban Pennsylvania Region
Donald F. Weekley
Vice President, Leasing
and Development,
Austin Region
Jeffrey R. Weinstein
Senior Vice President,
Construction
Anthony V. Ziccardi
Vice President, Development
* Executive Officer per Securities
and Exchange Commission rules
AnnaMay Abbott
Vice President
Human Resources,
Diversity & Inclusion
Ronald Becker
Senior Vice President,
Operations and Sustainability
Ralph Bistline
Senior Vice President,
Leasing and Business
Development, Austin Region
8
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, 2020
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
Common Shares of Beneficial Interest
Trading Symbol(s)
BDN
Name of each exchange on which registered
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
☒
Smaller reporting company ☐
Accelerated filer ☐
Emerging growth company ☐
Non-accelerated filer ☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
Yes
Yes
☒
☒
No ☐
No ☐
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, 2020, the aggregate market value of the Common Shares of Beneficial Interest held by non-affiliates of Brandywine Realty Trust was $1,811,989,986
based upon the last reported sale price of $10.89 per share on the New York Stock Exchange on June 30, 2020. An aggregate of 170,637,419 Common Shares of
Beneficial Interest was outstanding as of February 18, 2021.
As of June 30, 2020 the aggregate market value of the 981,634 common units of limited partnership (“Units”) held by non-affiliates of Brandywine Operating
Partnership, L.P. was $10,689,994 based upon the last reported sale price of $10.89 per share on the New York Stock Exchange on June 30, 2020 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 2021 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, 2020 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, 2020, 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:
•
•
•
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 contributing the net proceeds of such issuances to the
Operating Partnership) and guaranteeing the debt obligations of the Operating Partnership. The Operating Partnership holds
substantially all the assets of the Company, including the Company's ownership interests in the real estate ventures described
below. 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
TABLE OF CONTENTS
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
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:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
uncertainty regarding the impact of the ongoing COVID-19 pandemic and measures intended to prevent its spread
which may have a negative effect on our business, results of operations, cash flows and financial condition;
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
and equity investments in third parties, 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 and construction 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;
5
•
•
•
•
•
•
•
•
•
•
•
•
•
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;
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, 2020, 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; Mount Laurel, New Jersey; Richmond, Virginia; Wilmington, Delaware; and Austin, Texas.
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 19, ''Segment Information,” to our Consolidated Financial Statements for information on results of operations of our
reportable segments for the years ended December 31, 2020, 2019, and 2018 and balance sheet amounts as of December 31,
2020 and 2019.
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 our 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 tenant
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:
•
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.
•
•
•
•
•
•
We also consider the following to be important objectives:
•
•
•
•
•
•
•
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 life science/lab, residential, retail and hotel to align with market and demand shifts as appropriate;
to control development sites, including sites under purchase options, that could support new office, life science/lab,
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:
•
•
•
•
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
8
selectively dispose 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.
Human Capital Resources
As of December 31, 2020, we had approximately 341 employees. We are focused on creating a challenging, enriching,
respectful, diverse, inclusive, collaborative and rewarding work environment for our employees whom we consider to be
among our most valuable assets. We offer the following policies and programs which we believe are illustrative of our
continued commitment to our employees:
•
•
•
•
•
•
A compensation program and benefits package which we consider to be competitive among our peers.
An extensive Employee Safety Manual, and thoughtful operational protocols and other measures, which prioritize
the health, safety and well-being of our employees.
Our promotion of diversity and inclusion in our hiring practices.
◦
In 2020, approximately 33% of all new hires were females and approximately 58% of all new hires were
ethnic minorities.
Regular training and career development opportunities and a tuition reimbursement program.
The regular assessment of the engagement, satisfaction and retention of our employees.
Programs such as internally organized affinity groups which are intended to foster an atmosphere of collaboration
and inclusion.
Environmental, Social, and Corporate Governance
In connection with our goal of achieving the highest principles of environment, social, and governance (ESG) standards, in
2020, we released our inaugural comprehensive Global Reporting Initiative (GRI) aligned Corporate Social Responsibility
Report, which set forth 20 Goals and Key Performance Indicators aligned with the U.N. Sustainable Development Goals and
the early stages of our strategy to manage climate risk in alignment with the Task Force on Climate-Related Financial
9
Disclosures (TCFD). In addition, we reset our reduction targets for energy, greenhouse gas emissions and water consumption
to 15% by 2025 over our 2018 baseline.
The following tables provide our consumption and progress as of year-end 2019 on energy, water, and greenhouse gas
emission reductions over our 2018 baseline. This data represents energy and water consumption for Brandywine owned and
managed buildings where data was available. Data for the year ended 2020 is not yet available and is expected to be included
in our annual Global Real Estate Sustainability Benchmark (“GRESB”) submission in the second quarter of 2021.
Energy Consumption:
Year
2018........................
2019........................
Water Consumption:
Energy
Consumption
Data Coverage as
a % of Floor Area
(a)
Total Energy
Consumed by
Floor Area with
Data Coverage
(MWh)
% of Energy
Generated from
Renewable
Sources (b)
89 %
90 %
447,814
405,446
49 %
49 %
Same Store
change in Energy
Consumption of
Floor Area with
Data Coverage (c)
N/A
(10)%
% of Eligible
Portfolio that has
Obtained an
Energy Rating and
is Certified to
ENERGY STAR
(d)
58 %
35 %
Year
2018....................................................................
2019....................................................................
GHG Emissions:
Water Withdrawal
Data Coverage as a %
of Total Floor Area (a)
86 %
88 %
Total water Withdrawn
by Portfolio (m3)
1,037,678
1,036,805
Same Store Change in
Water Withdrawn for
Floor Area with data
Coverage (e)
N/A
— %
Year
2018....................................................................
2019....................................................................
Scope 1 & 2 GHG
Data Coverage as % of
Total Floor Area (f)
Scope 1 & 2 GHG
Emissions (Tonnes
CO2)
Same Store Change in
Scope 1 & 2 GHG
Emissions Data (g)
88 %
89 %
145,652
133,563
N/A
(8)%
(a) Represents the percentage of square footage where consumption data was obtained for the portfolio for the calendar year.
(b) Percentage of energy generated from renewable sources represents purchasing of green power direct from utilities to offset energy usage in deregulated
energy markets.
Same Store change in energy consumption compares usage only for the buildings with data available in both 2018 and 2019.
(c)
(d) Reduction is substantially the result of the Commercial Buildings Energy Consumption Survey updated modeling in 2019 and the resulting industry-
(e)
(f)
wide drop in ENERGY STAR scores.
Same Store change in water consumption compares usage only for the buildings with data available in both 2018 and 2019.
Scope 1 emissions are calculated by measuring the on-site fuel consumption and combustion (e.g., natural gas consumption, company-owned vehicles),
and Scope 2 emissions are calculated by measuring purchased electricity that is generated from off-site sources for the percentage of square footage
where data was obtained for the portfolio for the calendar year.
(g) Same Store change in Scope 1 & 2 emissions is based on only comparing the emissions for buildings where comparable data was available for both
2018 and 2019.
In 2020, we earned the highest-level Governance score from ISS, continued to maintain an A rating from MSCI ESG
Research, received our sixth annual GRESB Green Star ranking, and achieved Green Lease Leader’s Gold recognition from
the Department of Energy and Institute for Market Transformation. We were also recognized as the most committed building
owner in the Philadelphia 2030 District initiative to achieve substantial reduction in energy use by the year 2030. We have
21.9 million square feet of green building certifications across our portfolio, including the first UL Verified Healthy Building
IAQ Verification Mark certified building in Philadelphia.
With all the challenges of 2020, we believe we responded to the COVID-19 pandemic with proactive plans for a safe and
seamless “return to work” for our tenants and by giving back to the many needs of the local community. Our volunteer efforts
and financial contributions included over $20,000 collected by employees and matched by us to support 16 third-party
employees in our extended family of vendors who were impacted by furloughs and layoffs. Through a meals program in
10
partnership with several of our food and beverage tenants, we funded over 36,000 meals to Philadelphians in need. We also
donated $350,000 to the Enterprise Center to launch the Grow Philadelphia Small Business COVID-19 Resilience Fund, and
provided $200,000 to the African American Chamber of Commerce to make low-interest loans available to Chamber
members impacted by the COVID-19 pandemic and social unrest.
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.
Economic Risk Factors
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:
•
•
•
•
•
•
•
•
•
•
•
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, impact of pandemics, 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,
11
Washington, D.C., 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.
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.”
Real Estate Industry Risk Factors
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:
•
•
•
•
•
•
•
•
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;
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;
12
•
•
complications (including building moratoriums and anti-growth legislation) in obtaining necessary zoning,
occupancy and other governmental permits; and
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 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 life science/lab, residential, retail, hotel or other commercial purposes. If a development project consists of
a non-office or non-retail use, we may seek to develop that component ourselves, assign 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 assign 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 properties for office and retail use generally, but also to
specific risks associated with the development and ownership of non-office and non-retail real estate. In addition, even if we
assign 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
13
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 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:
•
•
•
•
•
•
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.
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:
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.
•
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•
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.
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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
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.
Preferred equity, mezzanine loans, and other investments that are subordinated or otherwise junior in an issuer’s capital
structure and that involve privately negotiated structures will expose us to greater risk of loss.
We may have made preferred equity investments and may in the future make or acquire additional preferred equity
investments, mezzanine loans and other investments that are subordinated or otherwise junior in an issuer’s capital structure
and that involve privately negotiated structures. To the extent we invest in subordinated debt or mezzanine tranches of an
entity’s capital structure, or in preferred equity instruments, such investments and our remedies with respect thereto,
including the ability to foreclose on collateral (if any) securing such investments, will be subject to the rights of holders of
more senior tranches in the issuer’s capital structure and, to the extent applicable, contractual intercreditor, co-lender and/or
participation agreement provisions. Significant losses related to such investments or loans could adversely affect our results
of operations and financial condition.
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
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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.
Regulatory Risk Factors
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
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.
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
ADA requirements 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.
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Disaster Risk Factors
The ongoing COVID-19 pandemic and measures intended to prevent its spread present material uncertainty and risk and
could have a material adverse effect on our business, results of operations, cash flows and financial condition.
The ongoing COVID-19 pandemic across many countries around the globe, including the U.S., has significantly slowed
global economic activity, caused significant volatility in financial markets, and resulted in unprecedented job losses causing
many to fear an imminent global recession. The global impact of the outbreak has been rapidly evolving and the responses of
many countries, including the U.S., have included quarantines, restrictions on business activities, including construction
activities, restrictions on group gatherings, and restrictions on travel. These actions are creating disruption in the global
economy and supply chains and adversely impacting many industries, including owners and developers of office and mixed-
use buildings. Moreover, there is significant uncertainty around the breadth and duration of business disruptions related to
COVID-19, as well as its impact on the U.S. economy and consumer confidence. Demand for space at our properties is
dependent on a variety of macroeconomic factors, such as employment levels, interest rates, changes in stock market
valuations, rent levels and availability of competing space. These factors can be significantly adversely affected by a variety
of factors beyond our control. The extent to which COVID-19 impacts our results will depend on future developments, many
of which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity
of COVID-19 and the actions taken to contain it or treat its impact. The impact of the COVID-19 pandemic could negatively
impact our business in a number of ways, including: (i) deterioration in the financial condition of our tenants and in their
ability to pay rents; (ii) reduction in demand for space in our portfolio; (iii) costs associated with construction delays and cost
overruns at our development and redevelopment projects; (iv) reduction in availability of, and increased costs of, capital; and
(v) failure of our contract counterparties, including partners in Real Estate Ventures, to meet their obligations. The ongoing
situation presents material uncertainty and risk and could have a material adverse effect on our business, results of operations,
cash flows and financial condition.
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, Pennsylvania and Washington, D.C. 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.
REIT Risk Factors
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
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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 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
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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.
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.
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
It is
exchanges” under Section 1031 of the Internal Revenue Code of 1986, as amended (a “Section 1031 Exchange”).
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.
In some
This could increase the dividend income to our shareholders by reducing any return of capital they received.
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.
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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 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.
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.
General Risk Factors
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.
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;
the amount of, and the interest rates on, our debt;
capital needs of our unconsolidated real estate ventures;
general and administrative costs associated with our operation as a publicly-held REIT; 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.
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.
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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:
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increases in market interest rates, relative to the dividend yield on our securities. If market interest rates go up,
prospective purchasers of our securities may require a higher yield. Higher market interest rates would not, however,
result in more funds for us to distribute and, to the contrary, would likely increase our borrowing costs and
potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price
of our common shares to go down;
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.
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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, in the past we have maintained a continuous offering program, which, when such
program was effective, allowed us to issue shares in at-the-market offerings. We may in the future enter into a similar
continuous offering program. 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.
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.
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.
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
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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 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 may 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.
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 the end
of 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.
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
22
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:
•
•
•
•
•
•
•
•
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.
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.
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.
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
23
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.
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.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
Overview
As of December 31, 2020, we owned 82 properties that contain an aggregate of approximately 13.9 million net rentable
square feet and consist of 73 office properties and five mixed-use properties (collectively, the "Core Properties"), one
development property and three 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, 2020, the properties, excluding properties under development and redevelopment, were
approximately 91.9% occupied. As of December 31, 2020, we also owned economic interests in nine unconsolidated real
in Unconsolidated Real Estate
estate ventures (collectively,
Ventures,” to our Consolidated Financial Statements for further information.
the “Real Estate Ventures”). See Note 4,
''Investment
Property Statistics
The following table shows lease expirations for the Core Properties as of December 31, 2020, 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,
2021...................................................................................................................
2022...................................................................................................................
2023...................................................................................................................
2024...................................................................................................................
2025...................................................................................................................
2026...................................................................................................................
2027...................................................................................................................
2028...................................................................................................................
2029...................................................................................................................
2030...................................................................................................................
2031 and thereafter............................................................................................
Rentable Square
Feet (in
thousands)
1,166
1,490
645
1,133
1,115
1,029
1,299
632
1,104
682
2,027
12,322
Final Annualized
Base Rent Under
Expiring Leases
(a) (in thousands)
34,682
$
55,598
23,354
43,308
45,417
39,045
51,951
23,696
48,373
32,421
90,040
487,885
$
Percentage of
Total Final
Annualized Base
Rent Under
Expiring Leases
7.1 %
11.4 %
4.8 %
8.9 %
9.3 %
8.0 %
10.6 %
4.9 %
9.9 %
6.6 %
18.5 %
100.0 %
24
(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, 2020. For more information
about our geographic locations, see Note 19, ''Segment Information" to our Consolidated Financial Statements:
Location
Philadelphia........................................
Pennsylvania Suburbs........................
Austin.................................................
Metropolitan Washington, D.C..........
Other...................................................
Net Rentable
Square Feet (in
thousands)
Percentage
Leased as of
December 31,
2020
Leased Square
Feet (in
thousands)
4,756
4,035
2,967
1,034
620
13,412
98.0 %
94.6 %
93.2 %
73.4 %
74.8 %
92.9 %
4,660
3,819
2,764
759
464
12,466
Number of
Properties
11
34
21
5
7
78
Total Base
Rent (a) (in
thousands)
135,086
$
111,163
63,740
20,812
8,045
338,846
$
Percentage
of Base
Rent
39.9 %
32.8 %
18.8 %
6.1 %
2.4 %
100.0 %
(a) Represents base rents earned during the year, including tenant reimbursements, and excludes parking income, tenant inducements, and deferred market
rent adjustments.
The following table shows the major tenants of the Core Properties as of December 31, 2020 and assumes that none of the
tenants exercise renewal options or termination rights, if any, at or prior to scheduled expirations:
Tenant Name
IBM, Inc..........................................................................................................................
Comcast Corporation.......................................................................................................
Spark Therapeutics, Inc...................................................................................................
FMC Corporation............................................................................................................
CSL Behring, LLC..........................................................................................................
Lincoln National Management Co..................................................................................
Troutman Pepper Hamilton Sanders LLP.......................................................................
Dechert LLP....................................................................................................................
Independence Blue Cross, LLC......................................................................................
The Trustees of the University of Pennsylvania.............................................................
Other................................................................................................................................
$
$
Annualized Base
Rents (a) (in
thousands)
Percentage of Aggregate
Annualized Base Rents
24,112
13,952
12,851
10,965
10,081
9,308
9,301
8,090
7,422
6,996
317,592
430,670
5.6 %
3.2 %
3.0 %
2.5 %
2.3 %
2.2 %
2.2 %
1.9 %
1.7 %
1.6 %
73.8 %
100.0 %
(a) Represents the annualized base rent, including tenant reimbursements, for each lease in effect at December 31, 2020. 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, 2020, we were developing/redeveloping 0.4 million rentable square feet of office/life science 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 18, 2021, there were 563 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 18, 2021,
the last reported sales price of the common shares on the NYSE was $11.65.
For each quarter in 2020 and 2019, 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 6., “Selected Financial Data –
Liquidity,” and Note 9, ''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 15,
''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 13, ''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, 2020.
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, 2015 and ending December 31, 2020 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, 2015.
Index
S&P 500 Index...............................
Russell 2000 Index.........................
Nareit All Equity REIT Index........
Brandywine Realty Trust................
Nareit Equity Office Index.............
12/31/2015
100.00
100.00
100.00
100.00
100.00
12/31/2016
111.96
121.31
108.63
126.01
113.17
Period Ending
12/31/2017
136.40
139.08
118.05
144.21
119.11
12/31/2018
130.42
123.76
113.28
106.63
101.84
12/31/2019
171.49
155.35
145.75
137.47
133.83
12/31/2020
203.04
186.36
138.28
111.21
109.16
Item 6.
Selected Financial Data
None.
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, 2020, 2019 and
2018. 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
27
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.
OVERVIEW
twelve months
During the
ended December 31, 2020, we owned and managed properties 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 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 segments, 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 core to our business plan, either because of location or expected growth potential, and assets
that are commanding premium prices from third party investors.
Our financial and operating performance is dependent upon the demand for office, residential, parking, 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.
We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it is
impacting our tenants, employees, and business partners. Adverse changes in economic conditions, including the ongoing
effects of the global COVID-19 pandemic, could result in a reduction of the availability of financing and potentially in higher
borrowing costs. Vacancy rates may increase, and rental rates and rent collection rates may decline, beyond 2020 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. The ongoing COVID-19 pandemic has significantly slowed global
economic activity, caused significant volatility in financial markets, and resulted in unprecedented job losses. In addition, the
government responses to control the pandemic are creating disruption in the global economy and supply chains and adversely
impacting many industries, including owners and developers of office and mixed-use building. These adverse conditions have
impacted our 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 the strength of our balance sheet will enable us to raise debt capital, if necessary, in various
forms and from different sources, including through secured or unsecured 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.
We continue to seek revenue growth throughout our portfolio by increasing occupancy and rental rates. Occupancy at our
Core Properties at December 31, 2020 was 91.9% compared to 93.0% at December 31, 2019.
28
The table below summarizes selected operating and leasing statistics of our wholly owned operating properties for the years
ended December 31, 2020 and 2019:
Leasing Activity
Core Properties (1):
Total net rentable square feet owned...................................................................................
Occupancy percentage (end of period)................................................................................
Average occupancy percentage...........................................................................................
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):
Year Ended December 31,
2020
2019
13,412,591
16,110,042
91.9 %
89.8 %
93.0 %
92.7 %
52.2 %
65.8 %
861,978
642,112
(91,207)
1,113,029
852,760
45,618
New and expansion rental rates........................................................................................
Renewal rental rates.........................................................................................................
Combined rental rates.......................................................................................................
21.5 %
13.7 %
17.5 %
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...................................................................... $
9.18
22.06
7.6
4.01
$
$
$
7.94
25.25
7.4
4.76
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 7.1% of our aggregate final annualized base rents as of December 31, 2020
(representing approximately 9.5% of the net rentable square feet of the properties) are scheduled to expire without penalty in
2021. 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 $5.1 million or 2.9% of total
receivables (including accrued rent receivable) as of December 31, 2020 compared to $8.0 million or 4.0% of total
receivables (including accrued rent receivable) as of December 31, 2019. The decrease in the accounts receivable allowance
as a percentage of the total receivables is primarily due to the write-off of the accrued rent receivable for certain retail tenants
where revenue is now being recognized on a cash basis due to collectability concerns arising from the economic conditions
resulting from the COVID-19 pandemic.
29
If economic conditions deteriorate, including as a result of the ongoing COVID-19 pandemic, 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, building
moratoriums, 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. During the second quarter of 2020, certain development projects were impacted by building moratoriums imposed
by local governments as a result of the COVID-19 pandemic. These moratoriums have since been lifted in all geographies in
which we have active development projects, but could be reinstated in the event of a significant increase in COVID-19 cases.
The construction delays did not materially impact the development projects.
As of December 31, 2020 the following active development and redevelopment projects remain under construction in
progress and we were proceeding on the following activity (dollars, in thousands):
Property/Portfolio Name
405 Colorado Street (a)
3000 Market Street (b)
Location
Austin, TX
Expected
Completion
Q1 2021
Activity Type
Development
Approximate
Square Footage/
Units
205,803
Estimated Costs
122,000
$
Philadelphia, PA
Q3 2021
Redevelopment
64,070
$
35,000
Amount
Funded
$
$
67,000
16,900
(a)
(b)
Estimated costs includes $2.1 million of existing property basis through a ground lease. Project includes 520 parking spaces.
Estimated costs include $12.8 million of existing property basis.
In addition to the properties listed above, we have classified one office building in Radnor, Pennsylvania (acquired during the
fourth quarter of 2020) and one parking facility in Philadelphia, Pennsylvania as redevelopment.
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 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
30
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 the 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.
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.
31
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.
32
RESULTS OF OPERATIONS
The following discussion is based on our Consolidated Financial Statements for the years ended December 31, 2020 and 2019. Refer to
Item 7. "Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of the results
of operations for the year ended December 31, 2018 which is presented therein in the form of a year-to-year comparison to the year ended
December 31, 2019. 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 19, ''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 19, ''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, 2020 to the Year Ended December 31, 2019
The following comparison for the year ended December 31, 2020 to the year ended December 31, 2019, makes reference to the effect of
the following:
(a) “Same Store Property Portfolio,” which represents 74 properties containing an aggregate of approximately 12.8 million net
rentable square feet, and represents properties that we owned for the twelve-month periods ended December 31, 2020 and 2019.
The Same Store Property Portfolio includes properties acquired or placed in service on or prior to January 1, 2019 and owned
through December 31, 2020, excluding properties classified as held for sale,
(b) “Total Portfolio,” which represents all properties owned by us during 2020 and 2019,
(c) "Recently Completed/Acquired Properties," which represents four properties placed into service or acquired on or subsequent to
January 1, 2019,
(d) "Development/Redevelopment Properties," which represents four 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) "2019 and 2020 Dispositions," which represents 16 properties disposed of or contributed to unconsolidated joint ventures during
2019 and 2020.
33
Comparison of Year Ended December 31, 2020 to the Year Ended December 31, 2019
Same Store Property Portfolio
Recently
Completed/
Acquired Properties
Development/
Redevelopment
Properties
Other
(Eliminations)
(a)
Total Portfolio
(dollars and square feet in millions
except per share amounts)
2020
2019
$
Change
Revenue:...............................................
% Change
2020
2019
2020
2019
2020
2019
2020
2019
$
Change
% Change
Rents..............................................
$425.4
$428.4
$
(3.0)
(0.7)% $ 17.0
$
13.4
$ 0.3
$ 1.7
$ 70.8
$111.2
$ 513.5
$
554.7
$ (41.2)
—
0.9
426.3
107.6
51.0
—
267.7
148.5
—
—
1.6
430.0
113.3
48.1
—
268.6
156.2
—
—
(0.7)
(3.7)
(5.7)
2.9
—
(0.9)
(7.7)
—
— %
(43.8)%
(0.9)%
(5.0)%
6.0 %
— %
(0.3)%
(4.9)%
—
—
17.0
4.1
2.1
—
10.8
6.8
— %
—
—
—
13.4
3.5
1.5
—
8.4
5.4
—
—
—
0.3
(0.6)
0.9
—
—
1.6
—
—
0.1
1.8
0.4
0.5
—
0.9
3.1
—
18.6
1.9
91.3
21.1
9.0
10.3
50.9
31.4
30.3
19.6
4.4
135.2
37.2
12.1
9.2
76.7
45.3
32.2
18.6
2.8
534.9
132.2
63.0
10.3
329.4
188.3
30.3
19.6
6.1
580.4
154.4
62.2
9.2
354.6
210.0
32.2
(1.0)
(3.3)
(45.5)
(22.2)
0.8
1.1
(25.2)
(21.7)
(1.9)
(7.4)%
(5.1)%
(54.1)%
(7.8)%
(14.4)%
1.3 %
12.0 %
(7.1)%
(10.3)%
(5.9)%
Third party management fees,
labor reimbursement and leasing...
Other..............................................
Total revenue........................................
Property operating expenses..........
Real estate taxes.............................
Third party management expenses
Net operating income.................
Depreciation and amortization.......
General & administrative
expenses.........................................
Net gain on disposition of real
estate..............................................
Net gain on sale of undepreciated
real estate.......................................
(289.5)
(0.4)
(289.1)
72,275.0 %
(0.2)
(2.0)
1.8
(90.0)%
Operating income (loss)........................
$119.2
$112.4
$
6.8
6.0 % $ 4.0
$
3.0
$ (1.6)
$ (2.2)
$ (10.8)
$ (0.8)
$ 400.5
$
114.8
$ 285.7
248.9 %
Number of properties................................
Square feet................................................
74
12.8
74
12.8
Core Occupancy % (b)..............................
91.7 %
92.4 %
Other Income (Expense):......................
4
0.6
95.4 %
4
0.4
Interest income...............................
Interest expense..............................
Interest expense — Deferred
financing costs...............................
Equity in loss of Real Estate
Ventures.........................................
Net gain on real estate venture
transactions....................................
Income tax benefit.........................
Net income............................................
Net income attributable to Common
Shareholders of Brandywine Realty
Trust......................................................
82
13.9
1.9
(73.9)
(2.9)
2.3
(81.5)
(2.8)
(0.4)
7.6
(0.1)
(17.4)%
(9.3)%
3.6 %
(18.6)
(9.9)
(8.7)
87.9 %
0.1
0.2
$ 307.3
$
1.77
$
$
11.6
—
(11.5)
(99.1)%
0.2
— %
34.5
$ 272.8
790.7 %
0.19
$
1.58
831.6 %
(a) Represents certain revenues and expenses at the corporate level as well as various intercompany costs that are eliminated in consolidation, third-party management
fees, provisions for impairment, and changes in the accrued rent receivable allowance. Other/ (Eliminations) also includes properties sold and properties classified as
held for sale.
(b) Pertains to Core Properties.
Total Revenue
Rents from the Total Portfolio decreased by $41.2 million from 2019 to 2020. The decrease in rents is primarily driven by the following:
•
•
•
•
$34.7 million decrease related to the 2019 and 2020 Dispositions;
$4.5 million decrease related to the October 2019 early termination of a large tenant at 1676 International Drive in the
Metropolitan Washington D.C. segment;
$3.5 million decrease related to reduced parking income due to the COVID-19 pandemic; and
$1.4 million decrease related to properties placed into redevelopment.
The remaining change was primarily attributable to a $2.9 million increase in rents, which was driven by increases in occupancy at certain
properties in the Philadelphia suburbs and Philadelphia CBD segments as well increases related to the Recently Completed/Acquired
Properties for 2020 compared to 2019.
Third party management fees, labor reimbursement, and leasing income decreased $1.0 million from 2019 to 2020, primarily due to a
decrease in construction management fees for a third party building that was completed in the first quarter of 2020.
34
Other income at our Total Portfolio decreased by $3.3 million from 2019 to 2020, which was primarily related to a decrease in income
from the restaurant component of FMC Tower, as well as decreases in various fees from third parties due to the COVID-19 pandemic and
associated store and building closures.
Property Operating Expenses
Property operating expenses decreased $22.2 million from 2019 to 2020 primarily driven by the following:
•
•
•
$11.3 million decrease related to 2019 and 2020 Dispositions;
$5.7 million decrease across our Same Store Property Portfolio, most significantly driven by the termination of a large tenant
(and resulting vacancy) at 1676 International Drive in our Metropolitan Washington, D.C. segment and decreased use of
properties by tenants during the COVID-19 pandemic; and,
$3.0 million decrease at the hotel and restaurant components of FMC Tower due to the COVID-19 pandemic
The remaining $2.2 million decrease is related to miscellaneous decreases across our portfolio, including a decrease in payroll and salary
expense related to operating the properties.
Depreciation and Amortization
Depreciation and amortization expense decreased by $21.7 million from 2019 to 2020 primarily driven by the following:
•
•
•
$12.4 million decrease related to the 2019 and 2020 Dispositions;
$7.7 million decrease related to our Same Store Property Portfolio, largely due to the completion of amortization of acquired in-
place lease intangibles and the write-off of lease intangibles in connection with an early lease termination at 1676 International
Drive in our Metropolitan Washington, D.C. segment in 2019; and
$1.5 million decrease related to our Development/Redevelopment Properties primarily related to a property placed into
redevelopment in our Philadelphia CBD segment.
General and Administrative Expenses
General and administrative expenses across our Total Portfolio decreased by $1.9 million from 2019 to 2020, primarily related to a $0.8
million decrease in payroll, bonus, stock compensation expense, and related benefits, $0.4 million decrease in travel and entertainment/
meals, and $0.4 million decrease in professional fees.
Net Gain on Disposition of Real Estate
The $289.5 million gain on disposition of real estate for 2020 primarily resulted from the following sales transactions:
•
•
•
$271.9 million related to the sale of a 30% preferred equity interest in One Commerce Square and Two Commerce Square, which
resulted in deconsolidation of the properties and recognition of our investment in the properties at fair value;
$15.2 million related to the sale of a 60% equity interest in a portfolio of twelve suburban office properties located in suburban
Pennsylvania and Maryland, containing an aggregate of 1.1 million square feet ("Mid-Atlantic Office Portfolio"), which resulted
in deconsolidation of the properties and recognition of our investment in the properties at fair value; and
$2.3 million related to the disposition of 52 East Swedesford Road, an office property in our Pennsylvania Suburbs segment.
The $0.4 million gain on disposition of real estate for 2019 relates to the disposition of the office property at 1900 Gallows Road in
Vienna, Virginia.
Net Gain on Sale of Undepreciated Real Estate
The gain of $0.2 million recognized during 2020 primarily resulted from the sale of a land parcel in Horsham, Pennsylvania.
The gain of $2.0 million recognized during 2019 relates to the sale of 9 Presidential Boulevard and from additional consideration received
during 2019 related to the Libertyview disposition, which occurred in 2015.
35
Interest Expense
Interest expense decreased $7.6 million from 2019 to 2020 primarily driven by the following:
•
•
•
•
•
$4.2 million decrease due to deconsolidation of One Commerce Square and Two Commerce Square and the associated mortgage
loans on July 21, 2020;
$2.0 million reduction to prior period accretions of interest expense on account of a contingent payment to an unaffiliated third
party, a portion of which contingent payment ceased to be probable in the third quarter due to the purchase of the Two Logan
Square first mortgage;
$1.5 million decrease due to an increase in capitalized interest for 2020 compared to 2019.
$0.3 million additional decrease in interest expense due to the acquisition of the first mortgage on Two Logan Square; and
$4.5 million decrease primarily related to decreased borrowings on the line of credit and lower interest rates during 2020
compared to 2019.
These decreases were offset by a $4.9 million increase in interest expense related to our issuance of an additional $100.0 million in
aggregate principal amount of each of our outstanding 4.100% Guaranteed Notes due 2024 and 4.550% Guaranteed Notes due 2029
during the fourth quarter of 2019.
Equity in Loss of Real Estate Ventures
•
•
Equity in loss of Real Estate Ventures increased $8.7 million from 2019 to 2020 is primarily related to:
$9.2 million increase associated with our Commerce Square Venture formed on July 21, 2020;
$1.8 million increase related to depreciation and interest expense being recorded at our 4040 Wilson Venture due to portions of
the project being placed into service during 2020 as leases commenced;
$0.5 million increase related to our MAP Venture due to lower revenues from lower occupancy rate during 2020 than 2019; and
$0.3 million increase related to reduced parking income at our 1919 Market Street Venture due to the COVID-19 pandemic.
•
•
These increases were offset by a decrease in Equity in Loss of Real Estate Ventures of $2.8 million at our Allstate Venture related to a
held for use impairment recorded during 2019, compared to no impairments in 2020.
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; and
$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.
Net Income
Net income increased by $272.8 million from 2019 to 2020 as a result of the factors described above.
Net Income per Common Share – fully diluted
Net income per share was $1.77 during 2020 as compared to net income per share of $0.19 during 2019 as a result of the factors described
above.
36
LIQUIDITY AND CAPITAL RESOURCES
General
Our principal liquidity funding needs for the next twelve months are as follows:
•
•
•
•
•
•
•
•
normal recurring expenses;
capital expenditures, including capital and tenant improvements and leasing costs;
debt service and principal repayment obligations;
current development and redevelopment costs;
commitments to unconsolidated real estate ventures;
distributions to shareholders to maintain our REIT status;
possible acquisitions of properties, either directly or indirectly through the acquisition of equity interest therein; and
possible common share repurchases.
We expect to satisfy these needs using one or more of the following:
•
•
•
•
•
•
•
cash flows from operations;
distributions of cash from our unconsolidated real estate ventures;
cash and cash equivalent balances;
availability under our unsecured Credit Facility;
secured construction loans and long-term unsecured indebtedness;
sales of real estate or contributions of interests in real estate to joint ventures; and
issuances of Parent Company equity securities and/or units of the Operating Partnership.
As of December 31, 2020, 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.
As summarized above, we believe that our liquidity needs will be satisfied through available cash balances and cash flows
from operations, financing activities and real estate sales. Rental revenue 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 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 during 2021 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, 2020, we were in compliance with all of our debt covenants and requirement obligations.
In addition, we are continuing to monitor the ongoing COVID-19 pandemic and the related economic impacts, market
volatility, and business disruption, and its impact on our tenants. The severity and duration of the pandemic and its impact on
our operations and liquidity is uncertain as this continues to evolve globally. However, if the outbreak continues, there will
likely be continued negative economic impacts, market volatility, and business disruption which could negatively impact our
tenants’ ability to pay rent, our ability to lease vacant space, and our ability to complete development and redevelopment
projects, and these consequences, in turn, could materially impact our results of operations. We collected 98.3% of total cash-
based rent due from tenants during the fourth quarter of 2020. In addition, approximately 97.9% of January 2021 total cash-
based rent has been received from our tenants to date, which reflects a 98.7% collection rate from our office tenants.
37
We have granted rent relief requests primarily to our co-working and retail tenants. The relief requests have substantially all
been in the form of rent deferral for varying lengths of time, but were/are primarily being repaid in 2020 and 2021. For those
tenants we believe require rent relief, we have granted deferrals and, in some instances, rent abatements while receiving
extended lease terms through favorable lease extensions. To date, we have provided $4.1 million of rent relief to 62 tenants
approximating 0.8 million square feet. The deferrals represent approximately 0.8% of annualized revenue. We continue to
assess the merits of rent deferral requests and can give no assurances on the outcomes of these ongoing negotiations, the
amount and nature of the rent relief packages and ultimate recovery of the amounts deferred.
See Note 2, ''Summary of Significant Accounting Policies," to our Consolidated Financial Statements for further information
related to our accounting policies for rent concessions. Pursuant to our accounting elections, rental revenue continued to be
recognized for tenants subject to deferral agreements, as long as such agreements did not result in a substantial increase in our
rights as the lessor. As a result, rent deferrals did not have a material impact on revenues for the year ended December 31,
2020.
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 unsecured obligations, which, as of
December 31, 2020, amounted to $1,828.6 million. The Company did not have any secured debt obligations as of December
31, 2020.
Capital Markets
The Parent Company 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 covers 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 or in transactions exempt from registration.
See Note 13, ''Beneficiaries' Equity of the Parent Company,” to our Consolidated Financial Statements for further information
related our former continuous offering program that we have generally maintained as well as information related to our share
repurchase program during the year ended December 31, 2020. We expect to fund any additional share repurchases with a
combination of available cash balances and availability under our 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 our 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.
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 2020, we sold 14.0 acres of land as well as one office
property for net cash proceeds of $3.5 and $17.5 million, respectively. In addition, we sold a 30% preferred equity interest in
One Commerce Square and Two Commerce Square for net cash proceeds of $100.8 million and a 60% equity interest in the
Mid-Atlantic Office Portfolio for net cash proceeds of $155.8 million.
38
As of December 31, 2020, we had $46.3 million of cash and cash equivalents and $598.4 million of available borrowings
under our Credit Facility, net of $1.6 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.
We expect that our primary uses of capital during 2021 will be to fund our current development and redevelopment projects.
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, 2020 and 2019, we maintained cash and cash equivalents and restricted cash of $47.1 million and $91.2
million, respectively. The following are the changes in cash flow from our activities for the years ended December 31, 2020
and 2019 (in thousands):
Activity
Year Ended December 31,
2020
2019
(Decrease)
Increase
Operating....................................................................................................
Investing.....................................................................................................
Financing....................................................................................................
Net cash flows............................................................................................
$
$
$
225,806
18,290
(288,189)
(44,093) $
234,230
(130,659)
(35,612)
67,959
$
$
(8,424)
148,949
(252,577)
(112,052)
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. During
the year ended December 31, 2020, when compared to the year ended December 31, 2019, the change in investing cash flows
was due to the following activities (in thousands):
Acquisitions of real estate.............................................................................................................................
Capital expenditures and capitalized interest................................................................................................
Leasing costs/acquisition deposits................................................................................................................
Joint venture investments..............................................................................................................................
Distributions from joint ventures..................................................................................................................
Proceeds from the sale of properties.............................................................................................................
Debt and preferred equity and other investments.........................................................................................
Increase in net cash provided by investing activities....................................................................................
$
$
(Decrease)
Increase
(39,769)
38,046
4,795
(10,196)
(26,905)
236,319
(53,341)
148,949
39
We generally fund our investment activity through the sale of real estate, property-level financing, credit facilities, senior
unsecured notes, and construction loans. From time to time, we may issue common or preferred shares of beneficial interest,
or the Operating Partnership may issue common or preferred units of limited partnership interest. During the year
ended December 31, 2020, when compared to the year ended December 31, 2019, the change in financing cash flows was due
to the following activities (in thousands):
Proceeds from debt obligations.....................................................................................................................
Repayments of debt obligations....................................................................................................................
Proceeds from the exercise of stock options.................................................................................................
Repurchase and retirement of common shares.............................................................................................
Other financing activities..............................................................................................................................
Dividends and distributions paid...................................................................................................................
Increase in net cash used in financing activities...........................................................................................
$
$
(Decrease)
Increase
(246,873)
35,602
(3,724)
(42,718)
2,146
2,990
(252,577)
Capitalization
Indebtedness
The table below summarizes indebtedness under our mortgage notes payable and our unsecured debt at December 31, 2020
and December 31, 2019:
December 31,
2020
December 31,
2019
(dollars in thousands)
Balance: (a)
Fixed rate.............................................................................................................................................. $
Variable rate - unhedged.......................................................................................................................
Total................................................................................................................................................. $
1,775,774
52,836
1,828,610
$
$
2,091,211
52,836
2,144,047
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.
97.1 %
2.9 %
100.0 %
3.8 %
1.5 %
3.8 %
5.2
14.6
5.4
97.5 %
2.5 %
100.0 %
3.9 %
3.2 %
3.8 %
5.6
15.6
5.9
40
Scheduled principal payments and related weighted average annual effective interest rates for our debt as of December 31,
2020 were as follows (dollars in thousands):
$
Period
2021............................................................................................................
2022............................................................................................................
2023............................................................................................................
2024............................................................................................................
2025............................................................................................................
2026............................................................................................................
2027............................................................................................................
2028............................................................................................................
2029............................................................................................................
2030............................................................................................................
Thereafter....................................................................................................
Totals........................................................................................................ $
Principal maturities
Weighted Average
Interest Rate of
Maturing Debt
—
250,000
350,000
350,000
—
—
450,000
—
350,000
—
78,610
1,828,610
— %
2.87 %
3.87 %
3.78 %
— %
— %
4.03 %
— %
4.30 %
— %
2.08 %
3.76 %
For information related to our debt obligations and their covenants see Note 9, ''Debt Obligations,” to our Consolidated
Financial Statements.
Unsecured Debt
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, 2020 and 2019.
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, 2020, the Parent Company
paid dividends in excess of the 90% criterion. See Note 13,
''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 former continuous offering program, and information related to our share repurchase program
during the year ended December 31, 2020.
Contractual Obligations
We provide customary guarantees for certain development projects of our unconsolidated real estate ventures. See Note 20,
''Commitments and Contingencies,” to our Consolidated Financial Statements for further details on payment guarantees
provided on the behalf of real estate ventures.
In connection with the Schuylkill Yards Project, we entered into a neighborhood engagement program and, as of December
31, 2020, had $7.7 million of future contractual obligations. We are also committed to make additional contributions under
the program. We estimate that, as of December 31, 2020, these additional contributions, which are not fixed under the terms
of agreement, will be $2.6 million. See Note 20,
''Commitments and Contingencies,” to our Consolidated Financial
Statements for further information.
41
In connection with the formation of the Commerce Square Venture, we committed to investing an additional $20.0 million of
preferred equity in the properties on a pari passu basis with our joint venture partner.
As part of our September 2004 acquisition of a portfolio of properties from The Rubenstein Company (which the we refer to
as the “TRC acquisition”), we acquired our interest in Two Logan Square, a 708,844 square foot office building in
Philadelphia, Pennsylvania primarily through ownership of a second and third mortgage secured by this property. This
property is consolidated, as the borrower is a VIE and we, through our ownership of the second and third mortgages, are the
primary beneficiary. On October 21, 2020, we also acquired the $79.8 million first mortgage on the property from the third-
party mortgage lender pursuant to an agreement with certain of the former owners. Under the agreement, we have agreed to
not take title to Two Logan until the earlier of June 2026 or the occurrence of certain events related to the ownership interests
of certain former owners. If we were to sell the restricted property before the expiration of the restricted period in a non-
exempt transaction, we may be required to make significant payments to certain of the former owners of Two Logan Square
on account of tax liabilities attributed to them. Additionally, we will be required to pay these certain former owners an
amount estimated at approximately $0.9 million to redeem their residual interest in the fee owner of this property. The $0.9
million payment is included within "Other liabilities" on the consolidated balance sheets.
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. The Commerce Square Venture Transaction did not violate such covenant.
As part of our 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 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 agreed with other
contributors of assets that obligate it to maintain debt available for them to guaranty.
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.
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, 2020, our consolidated debt
consisted of 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
42
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.
As of December 31, 2020, based on prevailing interest rates and credit spreads, the fair value of our unsecured notes was
$1,607.3 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 $16.1 million at December 31, 2020.
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 as of
both December 31, 2020 and December 31, 2019. The total fair value of our variable rate debt was approximately $308.8
million and $309.9 million at December 31, 2020 and December 31, 2019, 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 $11.5
million on December 31, 2020. If market rates of interest decrease by 100 basis points, the fair value of our outstanding
variable rate debt would increase by approximately $12.6 million.
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 National Association 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.
43
The following table presents a reconciliation of net income attributable to common unitholders to FFO for the years ended
December 31, 2020 and 2019:
Year Ended December 31,
2020
2019
Net income attributable to common unitholders...............................................................................
Add (deduct):
$
Amount allocated to unvested restricted unitholders..........................................................................
Net gain on real estate venture transactions........................................................................................
Net gain on disposition of real estate..................................................................................................
Company's share of impairment of an unconsolidated real estate venture.........................................
Depreciation and amortization:
(amounts in thousands, except
share information)
306,896
$
34,064
410
(75)
(289,461)
—
396
(10,363)
(356)
2,832
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).................................
Weighted-average shares/units outstanding — basic (a)..................................................................
Weighted-average shares/units outstanding — fully diluted (a)......................................................
143,877
42,390
37,291
(129)
241,199
(705)
240,494
172,907,713
173,298,710
$
$
149,600
58,493
19,657
(226)
254,097
(750)
253,347
177,114,932
177,668,804
$
$
(a)
Includes common shares and partnership units outstanding through the year ended December 31, 2020 and December 31, 2019, 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 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.
44
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, 2020.
The effectiveness of the Parent Company’s internal control over financial reporting as of December 31, 2020 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, 2020.
The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2020 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 materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over
financial reporting.
45
Item 9B.
Other Information
None.
46
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 2021 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 2021 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 2021 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 2021 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 2021 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.
47
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, 2020 and 2019
Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Beneficiaries’ Equity for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018
Financial Statements of Brandywine Operating Partnership, L.P.
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Partners’ Equity for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018
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, 2020, 2019 and 2018
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, 2020, 2019 and 2018
F-62
F-63
(c) Exhibits
48
Exhibits Nos.
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
Description
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)
49
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 (previously filed as an exhibit to Brandywine Realty
Trust's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein
by reference)
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)
50
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
10.2
10.21
10.22
10.23
10.24
14.1
21
23.1
23.2
31.1
31.2
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)
Brandywine Realty Trust Second Amended and Restated Executive Deferred Compensation Plan (as
Amended and Restated, Effective January 1, 2021)** (filed herewith)
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)
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 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 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)
Form of Performance Unit Award Agreement** (previously filed as an exhibit to Brandywine Realty
Trust’s Form 8-K filed on February 25, 2019 and incorporated herein by reference)
2019-2021 Performance Share Unit Program** (previously filed as an exhibit to Brandywine Realty
Trust’s Form 8-K filed on February 25, 2019 and incorporated herein by reference)
Form of Three-Year Restricted Common Share Rights Award (with outperformance feature)** (previously
filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on February 25, 2019 and incorporated
herein by reference)
Form of Two-Year Restricted Common Share Rights Award** (previously filed as an exhibit to
Brandywine Realty Trust’s Form 8-K filed on February 25, 2019 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 11, 2020 and incorporated herein by reference)
2020-2022 Performance Share Unit Program** (previously filed as an exhibit to Brandywine Realty
Trust’s Form 8-K filed on March 11, 2020 and incorporated herein by reference)
Form of Restricted Common Share Rights Award (with outperformance feature)** (previously filed as an
exhibit to Brandywine Realty Trust’s Form 8-K filed on March 11, 2020 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)
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)
51
31.3
31.4
32.1
32.2
32.3
32.4
99.1
101.1
104
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, 2020 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
52
Item 16.
Form 10-K Summary.
None.
53
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: February 24, 2021
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.
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/ 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
February 24, 2021
President, Chief Executive Officer and Trustee (Principal
Executive Officer)
February 24, 2021
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 24, 2021
Vice President and Chief Accounting Officer (Principal
Accounting Officer)
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
Trustee
Trustee
Trustee
Trustee
Trustee
54
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: February 24, 2021
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.
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/ 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
February 24, 2021
President, Chief Executive Officer and Trustee (Principal
Executive Officer)
February 24, 2021
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 24, 2021
Vice President and Chief Accounting Officer (Principal
Accounting Officer)
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
Trustee
Trustee
Trustee
Trustee
Trustee
55
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, 2020 and 2019, 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, 2020,
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, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2020 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, 2020, 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 $3,474 million and its investments in unconsolidated real estate ventures was $401 million as of
December 31, 2020. During 2020, 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 the 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, related to 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 estimated undiscounted future cash flows expected to be generated by real estate investments
and management’s identification of any indicators 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, related to 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
February 24, 2021
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, 2020 and 2019, 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,
2020,
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, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2020 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, 2020, 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 $3,474 million and its investments in unconsolidated real estate ventures was $401 million as of
December 31, 2020. During 2020, 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 the 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, related to 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 estimated undiscounted future cash flows expected to be generated by real estate investments
and management’s identification of any indicators 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, related to 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
February 24, 2021
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, 2020
December 31, 2019
ASSETS
Real estate investments:
Operating properties...................................................................................................................................... $
3,474,109
$
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 $0 and $284 as of December 31, 2020 and December 31, 2019,
respectively....................................................................................................................................................
Accrued rent receivable, net of allowance of $5,086 and $7,691 as of December 31, 2020 and
December 31, 2019, respectively..................................................................................................................
Investment in Real Estate Ventures, equity method......................................................................................
Deferred costs, net.........................................................................................................................................
Intangible assets, net......................................................................................................................................
Other assets....................................................................................................................................................
(896,561)
20,977
2,598,525
210,311
117,984
39,185
2,966,005
7,349
46,344
13,536
155,372
401,327
84,856
48,570
176,747
Total assets.............................................................................................................................................. $
3,900,106
$
LIABILITIES AND BENEFICIARIES' EQUITY
Mortgage notes payable, net.......................................................................................................................... $
— $
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..............................................................................................................................................
249,084
1,581,511
121,982
32,706
21,396
18,448
22,758
47,573
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........................................................................................................................................ $
2,095,458
$
2,387,666
Commitments and contingencies (See Note 20)
Brandywine Realty Trust's Equity:
Common Shares of Brandywine Realty Trust's beneficial interest, $0.01 par value; shares authorized
400,000,000; 170,572,964 and 176,480,095 issued and outstanding as of December 31, 2020 and
December 31, 2019, respectively.....................................................................................................................
Additional paid-in-capital................................................................................................................................
Deferred compensation payable in common shares........................................................................................
Common shares in grantor trust, 1,160,494 and 1,105,542 issued and outstanding as of December 31,
2020 and December 31, 2019, respectively.....................................................................................................
Cumulative earnings........................................................................................................................................
Accumulated other comprehensive loss..........................................................................................................
Cumulative distributions..................................................................................................................................
Total Brandywine Realty Trust's equity.................................................................................................
Noncontrolling interests...................................................................................................................................
Total beneficiaries' equity....................................................................................................................... $
Total liabilities and beneficiaries' equity......................................................................................................... $
1,707
3,138,152
17,516
(17,516)
1,110,083
(7,561)
(2,448,238)
1,794,143
10,505
1,804,648
3,900,106
$
$
1,766
3,192,158
16,216
(16,216)
804,556
(2,370)
(2,318,233)
1,677,877
10,426
1,688,303
4,075,969
The accompanying notes are an integral part of these consolidated financial statements.
F-7
BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share information)
Year Ended December 31,
2020
2019
2018
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.........................................
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......................................................
$
513,504
18,580
2,768
534,852
132,172
63,032
10,252
188,283
30,288
—
424,027
289,461
201
289,662
400,487
1,939
(73,911)
(2,904)
(18,584)
75
—
—
307,102
224
307,326
(1,799)
305,527
(410)
$
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)
305,117
1.77
1.77
171,926,079
172,317,076
$
$
$
33,871
0.19
0.19
176,132,941
176,686,813
$
$
$
134,149
0.75
0.75
178,519,748
179,641,492
The accompanying notes are an integral part of these consolidated financial statements.
F-8
BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income................................................................................................... $
Comprehensive income (loss):
Year Ended December 31,
2020
307,326
2019
$
34,529
$
2018
135,472
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............... $
(5,972)
752
(5,220)
302,106
(1,770)
300,336
$
(8,210)
770
(7,440)
27,089
(221)
26,868
$
1,478
1,191
2,669
138,141
(993)
137,148
(1) Amounts reclassified from comprehensive income to interest expense within the Consolidated Statements of Operations.
The accompanying notes are an integral part of these consolidated financial statements.
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1
-
F
BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income................................................................................................................................................ $
307,326
$
34,529
$
135,472
Year Ended December 31,
2020
2019
2018
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.......................................................
188,283
2,904
(568)
6,627
(14,743)
(4,867)
1,455
1,049
(75)
—
Net gain on sale of interests in real estate..........................................................................................
(289,662)
Loss on early extinguishment of debt.................................................................................................
Provision for impairment....................................................................................................................
Other than temporary impairment......................................................................................................
Loss 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 note receivable.......................................................................................................................
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.................................................................................................................
Debt financing costs paid..........................................................................................................................
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......................................................
F-11
—
—
—
18,584
(224)
(2,031)
(5,034)
14,374
(12,149)
14,557
225,806
(41,950)
—
278,114
—
(50,000)
—
—
—
(73,166)
(21,664)
(65,420)
1,488
(719)
—
—
9,001
(17,394)
18,290
(94,993)
318,000
(318,000)
—
—
47
—
(1,346)
—
—
(60,000)
—
(131,150)
(747)
(288,189)
(44,093)
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
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)
Cash and cash equivalents and restricted cash at beginning of year.........................................................
Cash and cash equivalents and restricted cash at end of period............................................................... $
91,170
47,077
$
23,211
91,170
$
203,442
23,211
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.................................................................. $
90,499
671
91,170
46,344
733
47,077
$
$
$
$
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,
2020
2019
2018
Supplemental disclosure:
Cash paid for interest, net of capitalized interest during the years ended December 31, 2020, 2019 and
2018 of $4,650, $2,246 and $3,586 respectively
$
Cash paid for income taxes
Supplemental disclosure of non-cash activity:
79,498
$
688
66,508
$
1,385
Dividends and distributions declared but not paid....................................................................................
32,706
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 operating real estate from deconsolidation of operating properties........................................
Change in investment in real estate ventures from deconsolidation of operating properties...................
Change in mortgage notes payable from deconsolidation of operating properties...................................
Change in capital expenditures financed through accounts payable at period end...................................
Change in other assets as a result of deconsolidation of operating properties..........................................
Change in capital expenditures financed through retention payable at period end..................................
—
—
—
—
—
—
—
—
—
—
427,710
(296,262)
(220,271)
(9,949)
1,471
284
33,815
—
—
1,806
—
—
—
—
—
—
—
—
—
—
(10,618)
—
(946)
76,858
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.
F-12
BRANDYWINE OPERATING PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit and per unit information)
December 31,
2020
December 31,
2019
ASSETS
Real estate investments:
Operating properties.............................................................................................................................................
$
3,474,109
$
4,006,459
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..............................................................................
(896,561)
20,977
2,598,525
210,311
117,984
39,185
(973,318)
21,656
3,054,797
180,718
96,124
39,592
Total real estate investments, net...................................................................................................................
2,966,005
3,371,231
Assets held for sale, net........................................................................................................................................
Cash and cash equivalents....................................................................................................................................
Accounts receivable, net of allowance of $0 and $284 as of December 31, 2020 and December 31, 2019,
respectively...........................................................................................................................................................
Accrued rent receivable, net of allowance of $5,086 and $7,691 as of December 31, 2020 and December 31,
2019, 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 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.....................................................................................................................................................
7,349
46,344
13,536
155,372
401,327
84,856
48,570
176,747
$
$
3,900,106
$
— $
249,084
1,581,511
121,982
32,706
21,396
18,448
22,758
47,573
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...............................................................................................................................................
$
2,095,458
$
2,387,666
Commitments and contingencies (See Note 20)
Redeemable limited partnership units at redemption value; 981,634 issued and outstanding as of December
31, 2020 and December 31, 2019...........................................................................................................................
Brandywine Operating Partnership, L.P.'s equity:
General Partnership Capital; 170,572,964 and 176,480,095 units issued and outstanding as of December 31,
2020 and December 31, 2019, respectively............................................................................................................
Accumulated other comprehensive loss...............................................................................................................
Total Brandywine Operating Partnership, L.P.'s equity................................................................................
Noncontrolling interest - consolidated real estate ventures....................................................................................
Total partners' equity.....................................................................................................................................
Total liabilities and partners' equity........................................................................................................................
11,566
15,388
1,800,945
(7,935)
1,793,010
72
$
$
1,793,082
3,900,106
$
$
1,674,539
(2,715)
1,671,824
1,091
1,672,915
4,075,969
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,
2020
2019
2018
Revenue
Rents.....................................................................................................................................
$
513,504
$
554,665
$
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.......................................
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...................................
18,580
2,768
534,852
132,172
63,032
10,252
188,283
30,288
—
424,027
289,461
201
289,662
400,487
1,939
(73,911)
(2,904)
(18,584)
75
—
—
307,102
224
307,326
(20)
307,306
(410)
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)
$
$
$
306,896
1.77
1.77
$
$
$
34,064
0.19
0.19
$
$
$
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
(55)
135,417
(369)
135,048
0.75
0.75
172,907,713
173,298,710
177,114,932
177,668,804
179,959,370
181,081,114
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,
2020
2019
2018
Net income...............................................................................................................................
$
307,326
$
34,529
$
135,472
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...........................
(5,972)
752
(5,220)
302,106
(20)
(8,210)
770
(7,440)
27,089
(69)
1,478
1,191
2,669
138,141
(55)
$
302,086
$
27,020
$
138,086
(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, 2020, 2019 and 2018
(in thousands, except Units)
BALANCE, December 31, 2017..............................................................................
178,285,236
$
1,795,684
$
2,056
$
2,215
$
1,799,955
General Partner Capital
Units
Amount
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interest -
Consolidated
Real Estate
Ventures
Total Partners'
Equity
Net income.............................................................................................................
Other comprehensive income.................................................................................
Deferred compensation obligation.........................................................................
Issuance of LP Units..............................................................................................
99,189
23,311
Repurchase and retirement of LP units..................................................................
(1,729,278)
135,417
(111)
416
(21,858)
2,669
55
16
(94)
Issuance of partnership interest in consolidated real estate venture......................
Distributions from consolidated real estate venture...............................................
Share Choice Plan issuance....................................................................................
(1,285)
Redemption value of limited partnership units......................................................
Share-based compensation activity........................................................................
196,151
Distributions declared to general partnership unitholders ($0.73 per unit)...........
BALANCE, December 31, 2018..............................................................................
176,873,324
$
Cumulative effect of accounting change................................................................
Net income.............................................................................................................
Other comprehensive loss......................................................................................
Deferred compensation obligation.........................................................................
Conversion of LP Units to common shares...........................................................
97,485
1,245
Repurchase and retirement of LP units..................................................................
(1,337,169)
Issuance of partnership interest in consolidated real estate ventures.....................
Share-based compensation activity........................................................................
845,210
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)...........
BALANCE, December 31, 2019..............................................................................
Net income.............................................................................................................
Other comprehensive loss......................................................................................
Deferred compensation obligation.........................................................................
32,256
Repurchase and retirement of LP units..................................................................
(6,248,483)
Distributions from consolidated real estate ventures.............................................
Share-based compensation activity........................................................................
309,096
Sale of partnership interest to consolidated real estate venture.............................
Adjustment of redeemable partnership units to liquidation value at period end....
6,363
5,848
(130,168)
1,791,591
$
(5,336)
34,460
16
(17,297)
10,027
(983)
(3,615)
(134,324)
4,725
$
2,192
$
(7,440)
69
27
(1,197)
307,306
(206)
(59,999)
6,236
3,074
(5,220)
20
(22)
(1,017)
Distributions declared to general partnership unitholders ($0.76 per unit)...........
BALANCE, December 31, 2020..............................................................................
170,572,964
$
(130,005)
1,800,945
$
(7,935)
$
72
$
The accompanying notes are an integral part of these consolidated financial statements.
F-16
135,472
2,669
(111)
416
(21,858)
16
(94)
—
6,363
5,848
(130,168)
1,798,508
(5,336)
34,529
(7,440)
—
16
(17,297)
27
10,027
(2,180)
(3,615)
(134,324)
307,326
(5,220)
(206)
(59,999)
(22)
6,236
(1,017)
3,074
(130,005)
1,793,082
176,480,095
$
1,674,539
$
(2,715)
$
1,091
$
1,672,915
BRANDYWINE OPERATING PARTNERSHIP L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income.................................................................................................................................................. $
307,326
$
34,529
$
135,472
Year Ended December 31,
2020
2019
2018
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.........................................................
188,283
2,904
(568)
6,627
(14,743)
(4,867)
1,455
1,049
(75)
—
Net gain on sale of interests in real estate............................................................................................
(289,662)
Loss on early extinguishment of debt...................................................................................................
Provision for impairment......................................................................................................................
Other than temporary impairment........................................................................................................
Loss 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 note receivable.........................................................................................................................
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...................................................................................................................
Debt financing costs paid............................................................................................................................
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...........................................................
F-17
—
—
—
18,584
(224)
(2,031)
(5,034)
14,374
(12,149)
14,557
225,806
(41,950)
—
278,114
—
(50,000)
—
—
—
(73,166)
(21,664)
(65,420)
1,488
(719)
—
—
9,001
(17,394)
18,290
(94,993)
318,000
(318,000)
—
—
47
—
(1,346)
—
—
(60,000)
—
(131,897)
(288,189)
(44,093)
91,170
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
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
Cash and cash equivalents and restricted cash at end of period.................................................................. $
47,077
$
91,170
$
23,211
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.................................................................... $
90,499
671
91,170
46,344
733
47,077
$
$
$
$
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,
2020
2019
2018
Supplemental disclosure:
Cash paid for interest, net of capitalized interest during the years ended December 31, 2020, 2019 and
2018 of $4,650, $2,246 and $3,586 respectively............................................................................................ $
Cash paid for income taxes.............................................................................................................................
79,498
$
688
66,508
$
1,385
Supplemental disclosure of non-cash activity:
Dividends and distributions declared but not paid......................................................................................
32,706
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 operating real estate from deconsolidation of operating properties...........................................
Change in investment in real estate ventures from deconsolidation of operating properties.....................
Change in mortgage notes payable from deconsolidation of operating properties.....................................
Change in capital expenditures financed through accounts payable at period end.....................................
Change in other assets as a result of deconsolidation of operating properties............................................
Change in capital expenditures financed through retention payable at period end....................................
—
—
—
—
—
—
—
—
—
—
427,710
(296,262)
(220,271)
(9,949)
1,471
284
33,815
—
—
1,806
—
—
—
—
—
—
—
—
—
—
(10,618)
—
(946)
76,858
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.
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, 2020, 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, 2020, the Company owned 82 properties that contained an aggregate of approximately 13.9 million net
rentable square feet (collectively, the “Properties”). The Company’s core portfolio of operating properties (the “Core
Properties”) excludes development properties, redevelopment properties, and properties held for sale. The Properties were
comprised of the following as of December 31, 2020:
Office properties..............................................................................................................
Mixed-use properties.......................................................................................................
Core Properties..............................................................................................................
Development property.....................................................................................................
Redevelopment properties...............................................................................................
The Properties...............................................................................................................
Number of
Properties
Rentable Square
Feet
12,470,257
942,334
13,412,591
205,803
234,070
13,852,464
73
5
78
1
3
82
In addition to the Properties, as of December 31, 2020, the Company owned 228.5 acres of land held for development, 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, 2020, the total potential development that this inventory of land 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 35.2 acres held for sale. As of December 31, 2020, the Company also owned
economic interests in nine 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 seven management
the “Management Companies”): Brandywine Realty Services Corporation (“BRSCO”), BDN
companies (collectively,
Management Inc. (“BMI”), Brandywine Properties I Limited, Inc. (“BPI”), BDN Brokerage, LLC (“BBL”), Brandywine
Properties Management, L.P. (“BPM”), Brandywine Brokerage Services, LLC (“BBS”), and BDN GC Services LLC
("BGCS"). BRSCO, BMI and BPI are each a taxable REIT subsidiary. BBS, BBL, BPM, and BGCS are tax disregarded
entities wholly owned by the taxable REIT subsidiary entities. As of December 31, 2020, the Operating Partnership owned,
directly and indirectly, 100% of each of BRSCO, BMI, BPI, BBL, BPM, BBS, and BGCS. As of December 31, 2020, the
Management Company subsidiaries were managing properties containing an aggregate of approximately 24.7 million net
rentable square feet, of which approximately 13.9 million net rentable square feet related to Properties owned by the
Company and approximately 10.8 million net rentable square feet related to properties owned by third parties and Real Estate
Ventures.
F-19
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 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, 2020 and 2019, the Company included in its consolidated balance sheets consolidated VIEs having total
assets of $49.2 million and $392.0 million, respectively, and total liabilities of $21.6 million and $255.6 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
F-20
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 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.
F-21
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.
The right of use assets and lease liabilities are presented as “Right of use asset - operating leases, net” and “Lease liability -
operating leases”, respectively, on the consolidated balance sheet as of December 31, 2020. 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.
F-22
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 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 generally 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.
F-23
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.
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. At inception and on a quarterly basis, the Company evaluates notes receivable for the current estimate of expected
credit losses over the contractual term using a probability-of-default method and reports in net income (as a credit loss
losses to reflect management's current estimate.
expense) the amount necessary to adjust
Management considers performance and/or value of the underlying collateral property as well as the financial and operating
capability of the borrower/sponsor in its evaluation.
the allowance for credit
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, 2020 and 2019, 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
F-24
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 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
F-25
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.
The following is a summary of revenue earned by the Company’s reportable segments (see Note 19,
Information,” for further information) during the year ended December 31, 2020 (in thousands):
''Segment
Philadelphia
CBD
Fixed rent...................... $ 166,286
51,410
Variable rent.................
217,696
Total lease revenue....
Pennsylvania
Suburbs
$ 128,044
12,951
140,995
Austin, Texas
63,366
$
35,123
98,489
$
Metropolitan
Washington,
D.C.
29,830
3,544
33,374
$
Other
8,064
2,401
10,465
Corporate (a)
$
(2,412) $
(1,343)
(3,755)
Total
393,178
104,086
497,264
1,146
Amortization of
deferred market rents....
Daily parking & hotel
flexible stay .................
Total rents.....................
Third party
management fees, labor
reimbursement and
927
leasing...........................
Other income................
1,482
Total revenue................ $ 232,028
10,777
229,619
(12)
3,531
—
203
—
4,868
179
141,162
49
102,069
135
33,509
232
10,900
—
(3,755)
11,372
513,504
39
412
$ 141,613
689
224
$ 102,982
$
6,541
173
40,223
$
2,560
9
13,469
$
7,824
468
4,537
$
18,580
2,768
534,852
The following is a summary of revenue earned by the Company’s reportable segments (see Note 19,
Information,” for further information) during the year ended December 31, 2019 (in thousands):
''Segment
Philadelphia
CBD
Fixed rent...................... $ 178,481
58,580
Variable rent.................
237,061
Total lease revenue....
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
$
Other
7,834
3,080
10,914
Corporate (a)
$
(2,412) $
(495)
(2,907)
Total
411,524
114,224
525,748
3,745
Amortization of
deferred market rents....
Daily parking & hotel
flexible stay .................
Total rents.....................
Third party
management fees, labor
reimbursement and
876
leasing...........................
Other income................
3,422
Total revenue................ $ 263,769
18,665
259,471
(12)
4,638
—
486
—
8,857
174
140,413
165
101,783
824
44,273
232
11,632
—
(2,907)
20,060
554,665
43
628
$ 141,084
1,956
418
$ 104,157
$
6,922
303
51,498
$
2,915
11
14,558
$
6,914
1,344
5,351
$
19,626
6,126
580,417
(a) Corporate includes intercompany eliminations necessary to reconcile to consolidated Company totals.
F-26
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 $2.9 billion and $3.2 billion for the years ended December 31, 2020 and
December 31, 2019, 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 2020, 2019 or 2018.
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, 2020 and December 31, 2019.
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, 2017, 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 $2.9 billion and $3.2 billion for the years ended December 31, 2020
and December 31, 2019, 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.
F-27
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 share rights and performance-based
share units. The Company's share-based employee compensation plan is described more fully in Note 15, ''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.
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
F-28
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.
Risks and Uncertainties - COVID-19
Currently, one of the most significant risks and uncertainties the Company faces is the potential adverse effect of the ongoing
global COVID-19 pandemic, which has significantly slowed global economic activity, caused significant volatility in
financial markets, and resulted in unprecedented job losses, causing many to fear an imminent global recession. The
responses of many countries, including the U.S., have included mandatory quarantines, restrictions on business activities,
including construction activities, restrictions on group gatherings, restrictions on travel and mandatory closures. These
actions are creating disruption in the global economy and supply chains and adversely impacting many industries, including
owners and developers of real estate. Moreover, there is significant uncertainty around the breadth and duration of business
disruptions related to the COVID-19 pandemic, as well as its impact on the U.S. economy and consumer confidence. Demand
for space at the Company's properties is dependent on a variety of macroeconomic factors, such as employment levels,
interest rates, changes in stock market valuations, rent levels and availability of competing space. The extent to which the
COVID-19 pandemic impacts the Company's results will depend on future developments, many of which are highly uncertain
and cannot be predicted, including new information which may emerge concerning the severity of COVID-19, future action
plans, and vaccination efforts. The COVID-19 pandemic has caused continued negative economic impacts, market volatility,
and business disruption, which could negatively impact the Company's tenants’ ability to pay rent, the Company's ability to
lease vacant space, and the Company's ability to complete development and redevelopment projects. These consequences, in
turn, could materially impact the Company's results of operations.
Recent Accounting Pronouncements
the SEC adopted amendments to requirements for companies relating to significant acquisitions and
In May 2020,
dispositions of businesses as well as amendments to the significance tests in the ‘significant subsidiary’ definition.
Additionally, significant modifications were made to the requirements related to the presentation of pro forma financial
information. The amendments are effective on January 1, 2021, with voluntary compliance permitted in advance of the
effective date. The Company has elected to early adopt the amendments as of September 30, 2020.
On April 10, 2020, the FASB issued a Staff Q&A to respond to some frequently asked questions about accounting for lease
concessions related to the effects of the COVID-19 pandemic. Consequently, for concessions related to the effects of the
COVID-19 pandemic, an entity will not have to analyze each contract to determine whether enforceable rights and
obligations for concessions exist in the contract and can elect to apply or not apply the lease modification guidance to those
contracts. Entities may make the elections for any lessor-provided concession related to the effects of the COVID-19
pandemic (e.g., deferrals of lease payments, cash payments made to the lessee, reduced future lease payments) as long as the
concession does not result in a substantial increase in the rights of the lessor or the obligations of the lessee. The Company
has elected to account for lease concessions as though the enforceable rights and obligations for the concessions existed in the
F-29
original lease. To date, the impact of lease concessions granted has not had a material effect on the Company's financial
statements. The Company continues to evaluate the impact of lease concessions and the appropriate accounting for those
concessions.
In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference
Rate Reform on Financial Reporting. The amendments provide practical expedients for reference rate reform related activities
that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020
and December 31, 2022. The guidance may be elected over time as reference rate reform activities occur. The Company
continues to evaluate the impact of the guidance and may apply elections as applicable as additional changes in the market
occur.
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 was effective for the Company as of January 1, 2020. The Company adopted ASU
2016-13 effective January 1, 2020 and it did not have a material impact on the consolidated financial statements.
3. REAL ESTATE INVESTMENTS
As of December 31, 2020 and 2019, the gross carrying value of the operating properties was as follows (in thousands):
December 31,
2019
December 31,
2020
Land......................................................................................................................................... $
Building and improvements.....................................................................................................
Tenant improvements..............................................................................................................
Total...................................................................................................................................... $
407,514
2,665,232
401,363
3,474,109
$
$
489,702
3,049,395
467,362
4,006,459
Construction-in-Progress
Internal direct construction costs totaling $8.4 million in 2020, $7.4 million in 2019, and $7.0 million in 2018 and interest
totaling $4.6 million in 2020, $3.2 million in 2019, and $3.6 million in 2018 were capitalized related to the development of
certain properties and land holdings.
During the years ended December 31, 2020, 2019 and 2018, 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............................................................................................................. $
4,802
543
3,021
8,366
$
$
3,047
775
3,609
7,431
$
$
3,185
968
2,811
6,964
2020
December 31,
2019
2018
F-30
2020 Acquisitions
The following table summarizes the property acquisitions during the year ended December 31, 2020 (dollars in thousands):
Property/Portfolio Name
145 King of Prussia Road
1505-11 Race Street
250 King of Prussia Road (b)
Acquisition Date
February 27, 2020
November 5, 2020
November 30, 2020
Location
Radnor, PA
Philadelphia, PA
Radnor, PA
Property
Type
Land
Office
Office
Rentable
Square Feet/
Acres
7.75 acres $
$
119,763
$
169,843
Purchase
Price (a)
11,250
9,700
20,250
(a) Exclusive of transaction costs and price adjustments. See purchase price allocation table below for a breakout of the net purchase price for wholly
owned properties.
(b) This property was placed into redevelopment and is therefore included within Construction-in-progress on the consolidated balance sheets.
The Company accounted for the acquisition of 1501-11 Race Street as an asset acquisition and therefore capitalized
$0.3 million of acquisition related costs. The Company utilized a number of sources in making estimates of fair value
(including comparative sales transactions and market leasing assumptions) for purposes of allocating the purchase price to
tangible and intangible assets acquired The acquisition values have been allocated as follows (in thousands):
Building, land and improvements................................................................................................................ $
Intangible assets acquired............................................................................................................................
Below market lease liabilities assumed.......................................................................................................
Total unencumbered acquisition value........................................................................................................
Amortization period of intangible assets.....................................................................................................
Amortization period of below market liabilities assumed...........................................................................
2019 Acquisitions
During the year ended December 31, 2019, the Company did not acquire any properties from a third party.
2018 Acquisitions
1505-11 Race
Street
9,723
2,422
(2,193)
9,952
1.5 years
1.5 years
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
F-31
interest was based off of the returns earned over 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-32
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
12/19/2018
Austin Venture
Portfolio
12/11/2018
Four Tower
Bridge
1/5/2018
$
$
$
$
35,120
5,809
(1,524)
—
39,405
—
39,405
39,405
—
—
—
—
—
—
(368)
39,037
0
3.0 years
457,390
76,925
(13,769)
14,594
535,140
—
535,140
$
$
$
535,140
—
(115,461)
(14,594)
(28,283)
(103,847)
(130,742)
(24,865)
117,348
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 the Austin 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-33
Dispositions
The following table summarizes the property dispositions during the years ended December 31, 2020, 2019 and 2018 (dollars
in thousands):
Property/Portfolio Name
Mid-Atlantic Office Portfolio (b) (g)
One and Two Commerce Square (c)
Keith Valley
52 East Swedesford Road
1900 Gallows Rd
9 Presidential Boulevard
Disposition Date
December 21, 2020
Location
Various
July 21, 2020
June 15, 2020
March 19, 2020
Philadelphia, PA
Horsham, PA
Malvern, PA
September 11, 2019
Vienna, VA
March 15, 2019
Bala Cynwyd, PA
Property
Type
Office
Office
Land
Office
Office
Land
Subaru National Training Center (d)
December 21, 2018
Camden, NJ
Mixed-use
83,000
$ 45,300
Rockpoint Portfolio (e)
20 East Clementon Road
Garza Ranch - Office (f)
Westpark Land
December 20, 2018
Herndon, VA
June 21, 2018
March 16, 2018
Gibbsboro, NJ
Austin, TX
January 10, 2018
Durham, NC
Office
Office
Land
Land
1,293,197
$312,000
38,260
6.6 acres
2,000
$
$ 14,571
13.1 acres
$
485
Rentable
Square Feet/
Acres
1,128,645
Sales
Price
$192,943
Gain/
(Loss) on
Sale (a)
$ 15,164
1,896,142
$115,000
$271,905
14.0 Acres
$
4,000
131,077
$ 18,000
210,632
$ 36,400
2.7 Acres
$
5,325
$
$
$
$
$
$
$
$
$
201
2,336
(367)
751
2,570
397
(35)
1,515
22
(a) Gain/(Loss) on Sale is net of closing and other transaction related costs.
(b) The Company sold a 60% equity interest in a portfolio of twelve suburban office properties containing an aggregate of 1.1 million square feet ("Mid-
Atlantic Office Portfolio"), nine of which are located in the Pennsylvania suburbs and three of which are located in Maryland, to an unrelated third
party for a gross sales price of $192.9 million. The transaction resulted in deconsolidation of the properties and formation of PA/MD NNN Office JV,
LLC ("Mid-Atlantic Office JV"). The Company recorded its investment at fair value and recognized a gain of $15.2 million in "Net gain on disposition
of real estate" on the Consolidated Statements of Operations. See Note 4, ''Investment in Unconsolidated Real Estate Ventures," for further information.
(c) The Company sold a 30% preferred equity interest in two office buildings located in Philadelphia, Pennsylvania, to an unrelated third party for
$115.0 million (the "Commerce Square Venture Transaction"), which resulted in deconsolidation of the properties and formation of Brandywine
Commerce I LP and Brandywine Commerce II LP (collectively, the "Commerce Square Venture"). The transaction valued the properties at
$600.0 million. The Company recorded its investment at fair value and recognized a gain of $271.9 million in "Net gain on disposition of real estate"
on the Consolidated Statements of Operations. See Note 4, ''Investment in Unconsolidated Real Estate Ventures," for further information.
(e)
(d) 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.”
The Company had continuing involvement in this property through a completion guaranty, which required the Company, as developer, to complete
certain infrastructure improvements on behalf of the buyers of the land parcel. 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 sale 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.
(f)
(g) The sales price includes $4.1 million of variable consideration held in escrow that will be released to the Company over a six to nine month holdback
period if certain tenants remain in compliance with certain payment terms of their lease agreements. The Company estimated the amount of the
variable consideration that it deemed probable of collection and included such amount in the transaction price. The Company will continue to evaluate
the probability of collection and recognize any changes to the amount deemed probable as incremental gain on sale.
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. The Company 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, 2020 and 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,
2020 and 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
F-34
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 both December 31, 2020 and 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, 2020 and 2019.
As of December 31, 2020 and 2019, 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, 2020, the Company held ownership interests in nine unconsolidated real estate ventures for an aggregate
investment balance of $389.8 million, which includes a negative investment balance in one unconsolidated real estate venture
of $11.5 million, reflected within 'Other liabilities' on the consolidated balance sheets. 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, 2020, five of the real estate ventures owned properties that contained an aggregate of approximately 8.4
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 the Real Estate Ventures of $4.7 million, $4.3 million and $6.3 million for the
years ended December 31, 2020, 2019 and 2018, respectively.
The Company earned leasing commission income from the Real Estate Ventures of $1.1 million, $1.7 million and $2.5
million for the years ended December 31, 2020, 2019 and 2018, respectively.
The Company has outstanding accounts receivable balances from the Real Estate Ventures of $1.2 million and $0.8 million as
of December 31, 2020 and 2019, respectively.
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 records operating losses of a real estate
venture in excess of its investment balance if 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.
F-35
The Company’s investment in the Real Estate Ventures as of December 31, 2020 and 2019, and the Company’s share of the
Real Estate Ventures’ income (loss) for the years ended December 31, 2020 and 2019 was as follows (in thousands):
Ownership
Percentage
Carrying Amount
2019
2020
Company's Share of
Real Estate Venture
Income (Loss)
2020
2019
Real Estate Venture
Debt at 100%, gross
2019
2020
Office Properties
Commerce Square Venture.............................................................................
Mid-Atlantic Office Venture..........................................................................
Brandywine - AI Venture LLC.......................................................................
Herndon Innovation Center Metro Portfolio Venture, LLC...........................
MAP Venture .................................................................................................
PJP VII............................................................................................................
PJP II...............................................................................................................
PJP VI ............................................................................................................
70% (a)
40% (a)
50%
15%
50%
25% (b)
30% (b)
25% (b)
Other
$ 253,128
$
— $
(9,150)
$
— $ 219,168
$
32,996
10,302
16,019
(11,516)
—
—
—
—
10,116
16,446
(70)
—
—
—
96
185
(358)
(6,570)
—
—
—
59
—
120,831
(2,800)
(498)
(6,102)
190
81
(185)
—
207,302
185,000
—
—
—
—
—
—
207,302
185,000
—
—
—
1919 Venture..................................................................................................
50%
15,434
17,524
328
88,860
88,860
Development Properties
4040 Wilson Venture (c).................................................................................
JBG - 51 N Street (c)......................................................................................
JBG - 1250 First Street Office (c)...................................................................
50%
70%
70%
34,454
21,237
37,002
21,531
(2,162)
(457)
(368)
(313)
141,857
114,845
—
—
17,757
$ 389,811
17,745
$ 120,294
(227)
$ (18,584)
$
(255)
(9,922)
—
$ 963,018
—
$ 596,007
(a) Ownership percentage represents the Company’s combined interest including preferred and common equity holdings. See "Commerce Square Venture"
and "Mid-Atlantic Office JV" sections below for more information.
(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) This entity is a VIE.
The following is a summary of the financial position of the Real Estate Ventures as of December 31, 2020 and December 31,
2019 (in thousands):
Net property....................................................................... $
Other assets........................................................................
Other liabilities..................................................................
Debt, net.............................................................................
Equity (a)...........................................................................
$
1,520,804
488,805
333,049
956,688
719,872
834,367
342,002
290,071
585,068
301,230
December 31, 2020
December 31, 2019
(a) 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
F-36
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.
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, 2020, 2019 and 2018 (in thousands):
Year Ended December 31,
2020
2019
2018
Revenue...................................................................... $
Operating expenses.....................................................
Interest expense, net....................................................
Depreciation and amortization....................................
Provision for impairment............................................
Loss on extinguishment of debt..................................
Net loss....................................................................... $
Ownership interest %
Company's share of net loss........................................ $
Other-than-temporary impairment..............................
Basis adjustments and other........................................
Equity in loss of Real Estate Ventures........................ $
$
150,276
(85,812)
(22,661)
(70,805)
—
—
(29,002) $
Various
(18,540) $
—
(44)
(18,584) $
$
132,358
(71,784)
(21,908)
(53,331)
(5,664)
(1,231)
(21,560) $
Various
(9,865) $
—
(57)
(9,922) $
165,326
(82,035)
(29,774)
(53,826)
(20,832)
(1,385)
(22,526)
Various
(11,924)
(4,076)
769
(15,231)
As of December 31, 2020, the aggregate principal payments of the Real Estate Ventures recourse and non-recourse debt
payable to third-parties are as follows (in thousands):
2021........................................................................................................................................................................................ $
2022........................................................................................................................................................................................
2023........................................................................................................................................................................................
2024........................................................................................................................................................................................
2025........................................................................................................................................................................................
Thereafter................................................................................................................................................................................
Total principal payments........................................................................................................................................................
Net deferred financing costs...................................................................................................................................................
Net original issue premium.....................................................................................................................................................
Outstanding indebtedness....................................................................................................................................................... $
148,693
8,543
477,649
328,133
—
—
963,018
(8,224)
1,894
956,688
Mid-Atlantic Office JV
On December 21, 2020, the Company contributed a portfolio of twelve properties containing an aggregate of 1,128,645
square feet, nine of which are located in the Pennsylvania suburbs segment and three located in the Metropolitan Washington,
D.C segment, to the Mid-Atlantic Office JV, for a gross sales price of $192.9 million. After the transaction, the Company
owns approximately 25% of the equity interest in the Mid-Atlantic Office JV through a $20.0 million preferred equity
holding and approximately 15% of the equity interest through a common equity interest (representing 20% of the total
common equity), for a combined approximately 40% equity interest in the venture. On the closing date, Mid-Atlantic Office
JV also obtained $147.4 million of third-party debt financing secured by the twelve properties within the venture, with an
initial advance of $120.8 million. The loan bears interest at LIBOR + 3.15% capped at a total maximum interest rate of 5.6%
and matures on January 9, 2024.
Based on the facts and circumstances at the formation of the Mid-Atlantic Office JV, the Company determined that the
venture is not a VIE in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used
the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate the
Mid-Atlantic Office JV. Based upon each member's substantive participating rights over the activities of the Mid-Atlantic
Office JV under the operating and related agreements of the Mid-Atlantic Office JV, it is not consolidated by the Company,
and is accounted for under the equity method of accounting. As a result, the Company measured its equity interest at fair
value based on the fair value of the Mid-Atlantic Office JV properties and the distribution provisions of the real estate venture
F-37
agreement. Since the Company retains a non-controlling interest in the Mid-Atlantic Office JV and there are no other facts
and circumstances that preclude the consummation of a sale, the contribution qualifies as a sale of a nonfinancial asset under
the relevant guidance.
Commerce Square Venture
On July 21, 2020, the Company sold a 30% preferred equity interest in the entities that own One Commerce Square and Two
Commerce Square. After the transaction, the Company owns approximately 32% of the equity interest in Commerce Square
Venture through preferred equity interest holdings and approximately 38% of the equity interest in Commerce Square
Venture as the sole common equity holder, for a combined approximately 70% equity interest in the venture. The properties
held by the venture remain encumbered by the existing mortgages, which had a $222.1 million principal balance outstanding
on the transaction date.
Based on the facts and circumstances at the formation of the Commerce Square Venture, the Company determined that the
venture is not a VIE. As a result, the Company used the voting interest model under the accounting standard for consolidation
in order to determine whether to consolidate the Commerce Square Venture. Based upon each member's substantive
participating rights over the activities of the Commerce Square Venture under the operating and related agreements of the
Commerce Square Venture, the Company does not have a controlling interest in the properties as the third party investor
holds substantive participating rights in the properties. Therefore, the Company deconsolidated the properties and the venture
is accounted for under the equity method of accounting. As a result, the Company measured its equity interest at fair value
based on the fair value of the Commerce Square Venture properties and the distribution provisions of the real estate venture
agreement. Since the Company retains a non-controlling interest in the Commerce Square Venture and there are no other
facts and circumstances that preclude sale recognition, the contribution qualifies as the sale of a nonfinancial asset under the
relevant guidance.
Under the conventional approach of accounting for equity method investments, an investor applies its percentage ownership
interest to the venture’s net income or loss to determine the investor’s share of the earnings or losses of the venture. This
approach is inappropriate if the venture’s capital structure gives different rights and priorities to its investors. Therefore, the
Company follows the hypothetical liquidation at book value (“HLBV”) method in determining its share of the Commerce
Square Venture’s earnings or losses for the reporting period as this method better reflects the Company’s claim on the
venture’s book value at the end of each reporting period. Earnings for this equity method investment are recognized in
accordance with the real estate venture agreement and, where applicable, based upon the allocation of the investment’s net
assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.
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 its sole operating office property, totaling 204,347 rentable square feet in Charlottesville, Virginia, 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-38
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 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, 2020 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, BDN AI 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
F-39
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%.
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% and maturing on August 1, 2023. The interest rate is swapped to a fixed rate of 2.66% through the
maturity date.
1919 Venture
1919 Venture 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. See to Note 5, "Investment in Unconsolidated Real Estate
Ventures" for additional information regarding the related-party note receivable with 1919 Venture.
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.”
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.
F-40
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% equity interest and JBG/DC Manager, LLC ("JBG")
owning a 30.0% equity 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
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.
the ventures, and pursuant
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, 2020, $141.9 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.
5. DEBT AND PREFERRED EQUITY INVESTMENTS
As of December 31, 2020, the Company held one debt investment and one preferred equity investment in entities owning real
estate assets. The Company accounts for these mandatorily redeemable investments as notes receivable, which are included
within “Other assets” on the consolidated balance sheets. As of December 31, 2020, all debt and preferred equity investments
were performing in accordance with their respective terms and remain on accrual status.
Austin Preferred Equity Investment
On December 31, 2020, the Company invested $50.0 million through a preferred equity interest in a single-purpose entity
that owns two stabilized office buildings located in Austin, Texas. The preferred equity interest acquired by the Company
accrues a 9.0% annual return, compounded and paid monthly. The investment is required to be redeemed no later than
December 31, 2023 (subject to a one-year extension option).
1919 Venture Note Receivable
During 2018, the Company and the other equity partner in 1919 Venture each provided a $44.4 million mortgage loan to
1919 Venture and, as a result, the Company recorded a related-party note receivable from 1919 Venture of $44.4 million. The
loan bears interest at a fixed 4.0% per annum interest rate with a scheduled maturity on June 25, 2023. 1919 Venture used the
proceeds from the loans to repay the venture’s then outstanding $88.8 million construction loan. See Note 4, ''Investment in
Unconsolidated Real Estate Ventures” for further information regarding 1919 Venture.
F-41
6. LEASES
Lessor Accounting
The Company leases properties to tenants under operating leases with various expiration dates. Scheduled minimum lease
payments on noncancellable leases at December 31, 2020 are as follows (in thousands):
Year
2021...............................................................................................................................................................
2022...............................................................................................................................................................
2023...............................................................................................................................................................
2024...............................................................................................................................................................
2025...............................................................................................................................................................
Thereafter.......................................................................................................................................................
Minimum Rent
325,703
$
310,208
292,871
268,062
236,623
968,163
Lessee Accounting
As of December 31, 2020, the Company is the lessee under six long-term ground leases classified as "operating leases" in the
consolidated balance sheets. 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 (in thousands):
Lease Cost
Fixed lease cost......................................................................................... $
Variable lease cost....................................................................................
Total.......................................................................................................... $
Weighted-average remaining lease term (years)......................................
Weighted-average discount rate...............................................................
Year Ended December 31,
2020
2019
2,100
45
2,145
$
$
55.9
6.3 %
2,100
54
2,154
56.6
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 64 years. Lease payments on noncancellable leases at December 31, 2020 are as follows (in
thousands):
Year
2021...............................................................................................................................................................
2022...............................................................................................................................................................
2023...............................................................................................................................................................
2024...............................................................................................................................................................
2025...............................................................................................................................................................
Thereafter.......................................................................................................................................................
Total lease payments...................................................................................................................................... $
Less: Imputed interest....................................................................................................................................
Present value of operating lease liabilities..................................................................................................... $
Minimum Rent
$
1,232
1,248
1,263
1,305
1,321
109,131
115,500
92,742
22,758
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
ground leases also provide for payment by the Company of certain operating costs relating to the land, primarily real estate
F-42
taxes. The above schedule of future minimum rental payments does not include any contingent rent amounts or any
reimbursed expenses.
7. DEFERRED COSTS
As of December 31, 2020 and 2019, the Company’s deferred costs were comprised of the following (in thousands):
Leasing costs.................................................................................... $
Financing costs - Revolving Credit Facility.....................................
Total............................................................................................... $
139,207
6,299
145,506
$
$
(55,656) $
(4,994)
(60,650) $
83,551
1,305
84,856
December 31, 2020
Accumulated
Amortization
Deferred Costs,
net
Total Cost
December 31, 2019
Accumulated
Amortization
Deferred Costs,
net
Total Cost
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
During the years ended December 31, 2020, 2019 and 2018, the Company capitalized internal direct leasing costs of $1.6
million, $1.7 million, and $3.9 million, respectively.
8. INTANGIBLE ASSETS
As of December 31, 2020 and 2019, the Company’s intangible assets were comprised of the following (in thousands):
December 31, 2020
Accumulated
Amortization
Intangible
Assets, net
Total Cost
Intangible assets, net:
In-place lease value....................................................................... $
Tenant relationship value..............................................................
Above market leases acquired.......................................................
Total intangible assets, net........................................................... $
91,552
2,091
530
94,173
$
$
(43,400) $
(1,938)
(265)
(45,603) $
48,152
153
265
48,570
Intangible liabilities, net:
Below market leases acquired....................................................... $
31,263
$
(12,815) $
18,448
Total Cost
Accumulated
Amortization
Intangible
Liabilities, net
F-43
December 31, 2019
Accumulated
Amortization
Intangible
Assets, net
Total Cost
Intangible assets, net:
In-place lease value....................................................................... $
Tenant relationship value..............................................................
Above market leases acquired.......................................................
Total intangible assets, net........................................................... $
167,357
5,268
4,956
177,581
$
$
(84,123) $
(4,815)
(3,792)
(92,730) $
83,234
453
1,164
84,851
Total Cost
Accumulated
Amortization
Intangible
Liabilities, net
Intangible liabilities, net:
Below market leases acquired....................................................... $
44,757
$
(22,494) $
22,263
For the years ended December 31, 2020, 2019, and 2018, the Company accelerated the amortization of intangible assets by
approximately $0.3 million, $4.5 million, and $0.6 million, respectively, as a result of tenant move-outs prior to the end of the
associated lease term. For the years ended December 31, 2020 and 2019 the Company accelerated the amortization of
approximately $0.1 million and $2.2 million of intangible liabilities as a result of tenant move-outs. For the year ended
December 31, 2018 the Company accelerated the amortization of a nominal amount of intangible liabilities as a result of
tenant move-outs.
As of December 31, 2020, the Company’s annual amortization for its intangible assets/liabilities, assuming no early lease
terminations, are as follows (dollars in thousands):
2021......................................................................................................................................... $
2022.........................................................................................................................................
2023.........................................................................................................................................
2024.........................................................................................................................................
2025.........................................................................................................................................
Thereafter.................................................................................................................................
Total......................................................................................................................................... $
Assets
Liabilities
16,190
10,354
7,564
5,214
4,027
5,221
48,570
$
$
4,902
2,723
1,651
1,425
1,148
6,599
18,448
F-44
9. DEBT OBLIGATIONS
The following table sets forth information regarding the Company’s consolidated debt obligations outstanding at
December 31, 2020 and 2019 (in thousands):
December 31, 2020 December 31, 2019
Effective
Interest Rate
Maturity
Date
MORTGAGE DEBT:
Two Logan Square (a).................................................................... $
— $
Four Tower Bridge (b)...................................................................
One Commerce Square (c).............................................................
Two Commerce Square (c)............................................................
Principal balance outstanding........................................................
Plus: fair market value premium (discount), net............................
Less: deferred financing costs........................................................
—
—
—
—
—
—
Mortgage indebtedness................................................................... $
— $
81,103
9,291
116,571
108,472
315,437
(1,383)
(242)
313,812
3.98%
4.50%
3.64%
4.51%
October 2020
February 2021
April 2023
April 2023
— $
— LIBOR + 1.10%
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).....................................................
250,000
350,000
350,000
450,000
350,000
27,062
25,774
25,774
Principal balance outstanding........................................................
1,828,610
Plus: original issue premium (discount), net..................................
Less: deferred financing costs........................................................
Total unsecured indebtedness........................................................ $
Total Debt Obligations................................................................... $
10,137
(8,152)
1,830,595
1,830,595
$
$
2.87%
3.87%
3.78%
4.03%
4.30%
LIBOR + 1.25%
3.30%
LIBOR + 1.25%
250,000
350,000
350,000
450,000
350,000
27,062
25,774
25,774
1,828,610
12,090
(10,094)
1,830,606
2,144,418
July 2022
October 2022
February 2023
October 2024
November 2027
October 2029
March 2035
April 2035
July 2035
(a) On October 21, 2020, the Company acquired the $79.8 million remaining mortgage on this property from the lender.
(b) On November 10, 2020, the Company repaid the remaining $9.1 million mortgage balance.
(c) The properties encumbered by these mortgages were deconsolidated as a result of the Commerce Square Venture Transaction. See Note 3, ''Real Estate
Investments," for further information.
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; and (v) removed the covenant requiring the Company to maintain a minimum net worth. In
F-45
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, 2020 and 2019. During the twelve
months ended December 31, 2020, the weighted-average interest rate on Unsecured Credit Facility borrowings was 1.48%
resulting in $0.5 million of interest expense. 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.
The Company was in compliance with all financial covenants as of December 31, 2020 and 2019. 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, 2020, the Company’s aggregate scheduled principal payments of debt obligations are as follows (in
thousands):
2021................................................................................................................................................................... $
2022...................................................................................................................................................................
2023...................................................................................................................................................................
2024...................................................................................................................................................................
2025...................................................................................................................................................................
Thereafter..........................................................................................................................................................
Total principal payments...................................................................................................................................
Net unamortized premiums/(discounts).............................................................................................................
Net deferred financing costs..............................................................................................................................
Outstanding indebtedness.................................................................................................................................. $
—
250,000
350,000
350,000
—
878,610
1,828,610
10,137
(8,152)
1,830,595
10. 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, 2020 and 2019, 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 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, 2020 and 2019 approximate the fair values
F-46
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, 2020
December 31, 2019
Unsecured notes payable.............................................................
Carrying Amount (a)
1,502,901
$
Variable rate debt........................................................................
Mortgage notes payable..............................................................
Notes receivable..........................................................................
$
$
$
$
$
327,694
— $
94,430
$
Fair Value
1,607,310
Carrying Amount (a)
1,503,435
$
308,838
$
— $
97,372
$
327,171
313,812
44,430
Fair Value
1,591,830
309,947
317,031
43,322
$
$
$
$
(a) The carrying amounts presented in the table above are net of deferred financing costs of $7.2 million and $8.7 million for unsecured notes payable,
$0.9 million and $1.4 million for variable rate debt and $0.0 million and $0.2 million for mortgage notes payable as of December 31, 2020 and
December 31, 2019, respectively.
On June 26, 2018, the Company provided a $44.4 million mortgage loan to 1919 Venture, 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.”
The Company used quoted market prices as of December 31, 2020 and December 31, 2019 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, 2020 and December 31, 2019. 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, 2020. Current estimates of fair value may differ from the amounts presented herein.
11. 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 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.
F-47
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, 2020 and December 31, 2019. 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
Liabilities
Swap
Swap
Hedge Type
Designation
Notional Amount
Strike
Trade Date
12/31/2020
12/31/2019
Maturity
Date
Fair value
12/31/2020
12/31/2019
Interest Rate
Cash Flow
(a)
$
250,000
$
250,000
2.868 %
Interest Rate
Cash Flow
(a)
25,774
25,774
3.300 %
$
275,774
$
275,774
October 8,
2015
December
22, 2011
October 8,
2022
January 30,
2021
$
(6,627) $
(562)
(120)
(94)
(a) 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, 2020 and December 31, 2019. Although management is not aware of any factors that would significantly
affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial
statements since December 31, 2020. 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
F-48
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 2020, 2019 and 2018.
12. 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 by the Operating Partnership.
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,
2020 and December 31, 2019, was $10.5 million and $9.3 million, respectively. Under the applicable accounting guidance,
the redemption value of limited partnership units are carried at 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 $11.7 million and $15.5 million, respectively, as of December 31, 2020 and
December 31, 2019.
13. BENEFICIARIES' EQUITY OF THE PARENT COMPANY
Earnings per Share (EPS)
The following table details 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):
2020
Year Ended December 31,
2019
2018
Basic
Diluted
Basic
Diluted
Basic
Diluted
(1,799)
307,326
Numerator
Net income.................................................... $
Net income attributable to noncontrolling
interests..........................................................
Nonforfeitable dividends allocated to
unvested restricted shareholders....................
Net income attributable to common
shareholders...................................................
Denominator
Weighted-average shares outstanding........... 171,926,079
Contingent securities/Share based
compensation.................................................
Weighted-average shares outstanding........... 171,926,079
Earnings per Common Share:.......................
305,117
—
$
(410)
$
307,326
$
34,529
$
34,529
$
135,472
$
135,472
(1,799)
(410)
(262)
(396)
(262)
(396)
(954)
(369)
(954)
(369)
$
305,117
$
33,871
$
33,871
$
134,149
$
134,149
171,926,079
176,132,941
176,132,941
178,519,748
178,519,748
390,997
—
553,872
—
1,121,744
172,317,076
176,132,941
176,686,813
178,519,748
179,641,492
Net income attributable to common
shareholders................................................
$
1.77
$
1.77
$
0.19
$
0.19
$
0.75
$
0.75
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 as of December 31, 2020 and 2019 and 982,871 as of
December 31, 2018, respectively, were excluded from the diluted earnings per share computations because they are not
dilutive.
F-49
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, 2020, 2019 and 2018, 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 8, 2020, the Parent Company declared a distribution of $0.19 per common share, totaling $32.7 million, which
was paid on January 20, 2021 to shareholders of record as of January 6, 2021.
Of the 20,000,000 preferred shares authorized, none were outstanding as of December 31, 2020 or December 31, 2019.
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, 2020 the Company repurchased and retired 6,248,483 common shares at an
average price of $9.60 per share, totaling $60.0 million. 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. 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, 2020 the Company repurchased and
retired 6,248,483 common units at an average price of $9.60 per unit, totaling $60.0 million. 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”), that
permitted the Parent Company to sell up to an aggregate of 16,000,000 common shares in at-the-market offerings.
There was no activity under the Offering Program during 2020 and 2019. During 2018, the Parent Company issued 23,311
common shares under the Offering Program at a weighted average price per share of $18.04, receiving net cash proceeds of
$0.4 million. At December 31, 2020, no common shares remained available for issuance under the Offering Program, which
terminated on January 10, 2020.
F-50
14. PARTNERS' EQUITY OF THE PARENT COMPANY
Earnings per Common Partnership Unit
The following table details 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):
2020
Year Ended December 31,
2019
2018
Basic
Diluted
Basic
Diluted
Basic
Diluted
307,326
Numerator
Net income.................................................. $
Net income attributable to noncontrolling
interests.......................................................
Nonforfeitable dividends allocated to
unvested restricted unitholders...................
Net income attributable to common
unitholders.................................................. $
Denominator
Weighted-average units outstanding..........
Contingent securities/Share based
compensation..............................................
—
Total weighted-average units outstanding.. 172,907,713
Earnings per Common Partnership Unit:....
172,907,713
306,896
(20)
(410)
$
307,326
$
34,529
$
34,529
$
135,472
$
135,472
(20)
(410)
(69)
(396)
(69)
(396)
(55)
(369)
(55)
(369)
$
306,896
$
34,064
$
34,064
$
135,048
$
135,048
172,907,713
177,114,932
177,114,932
179,959,370
179,959,370
390,997
173,298,710
—
177,114,932
553,872
177,668,804
—
179,959,370
1,121,744
181,081,114
Net income attributable to common
unitholders............................................... $
1.77
$
1.77
$
0.19
$
0.19
$
0.75
$
0.75
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, 2020, 2019 and 2018, 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, 2020 or December 31, 2019.
Common Partnership Units (Redeemable and General)
The Operating Partnership has two classes of Common Partnership Units outstanding as of December 31, 2020: (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
F-51
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, 2020, 2019 and 2018, which was $11.91, $15.75 and $12.87,
respectively. Class A Units of 981,634 as of December 31, 2020 and 2019 and 982,871 as of December 31, 2018,
respectively, were outstanding and owned by outside limited partners of the Operating Partnership.
On December 8, 2020, the Operating Partnership declared a distribution of $0.19 per common unit, totaling $32.7 million,
which was paid on January 20, 2021 to unitholders of record as of January 6, 2021.
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, 2020 the Company repurchased and retired 6,248,483 common units at
an average price of $9.60 per unit, totaling $60.0 million. 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. 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”), which
permitted it to sell up to an aggregate of 16,000,000 common units 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.
There was no activity under the Offering Program during 2020 and 2019. During 2018, the Parent Company issued 23,311
common units under the Offering Program at a weighted average price per unit of $18.04, receiving net cash proceeds of $0.4
million. As of December 31, 2020, no common shares remained available for issuance under the Offering Program, which
terminated on January 10, 2020.
15. SHARE BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION
Stock Options
On December 31, 2020, options exercisable for 300,046 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,
2020, 2019 and 2018, the Company did not recognize any compensation expense related to unvested options. During the
years ended December 31, 2020, 2019 and 2018, 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.
F-52
Options outstanding as of December 31, 2020 and changes during the year-ended December 31, 2020 were as follows:
Shares
334,561
$
(34,515) $
$
300,046
$
300,046
Weighted
Average
Exercise Price
11.88
11.62
11.91
11.91
Weighted
Average
Remaining
Contractual
Term (in years)
1.0
Aggregate
Intrinsic Value
(in thousands)
$
0.1 $
0.1 $
10.1
81.1
81.1
Outstanding at January 1, 2020.......................
Exercised.........................................................
Outstanding at December 31, 2020.................
Vested/Exercisable at December 31, 2020......
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 $0.5 million, $0.4 million, and $0.5 million in 2020, 2019, and 2018,
respectively.
Restricted Share Rights Awards
As of December 31, 2020, 488,735 restricted share rights ("Restricted Share Rights") were outstanding under the Equity
Incentive Plan. These Restricted Share Rights vest over one to three years from the initial grant dates. The remaining
compensation expense to be recognized with respect to these awards at December 31, 2020 was $1.8 million and is expected
to be recognized over a weighted average remaining vesting period of 0.8 years. For the years ended December 31, 2020,
2019, and 2018, the amortization related to outstanding Restricted Share Rights was $4.3 million (of which $0.4 million was
capitalized), $3.9 million (of which $0.3 million was capitalized), and $3.6 million (of which $0.6 million was capitalized),
respectively. Compensation expense related to outstanding Restricted Share Rights is included in general and administrative
expense.
The following table summarizes the Company’s Restricted Share Rights activity during the year-ended December 31, 2020:
Non-vested at January 1, 2020...................................................................................
Granted.......................................................................................................................
Vested.........................................................................................................................
Forfeited.....................................................................................................................
Non-vested at December 31, 2020.............................................................................
Shares
$
479,144
295,049
$
(283,431) $
(2,027) $
$
488,735
Weighted
Average Grant
Date Fair Value
15.90
13.10
14.20
15.63
15.19
On March 5, 2020, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the
Company an aggregate of 183,758 Restricted Share Rights, which generally vest over 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.
F-53
The Restricted Share Rights granted in 2020 and 2019 to certain senior executives 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 investment/development activity provided
certain operating and balance sheet metrics are also achieved during the three-year period ending December 31, 2022 and
December 31, 2021 for the 2019 and 2020 awards, respectively. Half of any additional shares earned will vest based on
continued service through each of January 1, 2023 and January 1, 2024 for the 2020 award and January 1, 2022 and January
1, 2023 for the 2019 award, 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 316,306 shares and 233,890 shares may be awarded under the
outperformance feature for the 2020 award and 2019 award, respectively. As of December 31, 2020, the Company has not
recognized any compensation expense related to the outperformance feature for the 2020 awards and has recognized
$0.2 million related to the outperformance feature for the 2019 award. The Company will continue to evaluate progress
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 March 5, 2020, the Compensation Committee awarded non-officer employees an aggregate of 40,920
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.
On May 20, 2020, the Compensation Committee awarded the Trustees an aggregate of 70,371 fully vested common shares.
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 and Trustees 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.
2/28/2018
2/21/2019
3/5/2020
Total
RPSU Grant Date
(Amounts below in shares, unless otherwise noted)
Non-vested at January 1, 2020........................................
Units Granted...............................................................
Non-vested at December 31, 2020..................................
Measurement Period Commencement Date....................
Measurement Period End Date.......................................
Units Granted..................................................................
Fair Value of Units on Grant Date (in thousands)..........
190,296
—
190,296
1/1/2018
12/31/2020
209,193
4,276
$
206,069
—
206,069
1/1/2019
12/31/2021
213,728
4,627
$
—
319,600
319,600
1/1/2020
12/31/2022
319,600
5,389
$
396,365
319,600
715,965
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; provided that, in the case of qualifying retirement for the March 5, 2020 grant, the number of shares
deliverable will be pro-rated based on the portion of the performance period actually worked before retirement. In accordance
with the accounting standard for share-based compensation, the Company amortizes stock-based compensation costs for the
February 2019 and 2018 grants 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, 2020, the Company recognized amortization of the 2020, 2019 and 2018 RPSU awards of
$3.0 million, of which $0.4 million was capitalized consistent with the Company’s policies for capitalizing eligible portions
of employee compensation. For the year ended December 31, 2019, amortization for the 2019, 2018 and 2017 RPSU awards
F-54
was $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.
The remaining compensation expense to be recognized with respect to the non-vested RPSU's at December 31, 2020 was
approximately $4.5 million and is expected to be recognized over a weighted average remaining vesting period of 1.5 years.
The Company issued 121,897 common shares on February 1, 2020 in settlement of RPSUs that had been awarded on March
1, 2017 (with a three-year measurement period ended December 31, 2019). Holders of these RPSUs also received a cash
dividend of $0.19 per share for these common shares on January 22, 2020.
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 2020 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 $0.4 million during the year ended December 31, 2020,
$0.5 million during the year ended December 31, 2019 and $0.5 million during the year ended December 31, 2018. The
Company recognized $0.1 million of compensation expense related to the ESPP during each of the years ended December 31,
2020, 2019, and 2018. 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.
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, 2020, December 31, 2019 and December 31, 2018, 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, 2020 and 2019, 1.2 million and 1.1 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.
F-55
16. DISTRIBUTIONS
The following table provides the tax characteristics of the 2020, 2019 and 2018 distributions paid:
Years ended December 31,
2018
2019
2020
(in thousands, except per share amounts)
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....................................
$
$
$
$
0.41
0.35
—
0.76
53.90 %
46.10 %
— %
$
$
0.62
—
0.14
0.76
81.00 %
— %
19.00 %
0.55
—
0.17
0.72
76.20 %
— %
23.80 %
17. 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, 2020 there were no deferred tax assets included within “Other assets” in the consolidated balance sheets.
As of December 31, 2019, there were nominal deferred tax assets included within “Other assets” in the consolidated balance
sheets.
The Company had no accruals for tax uncertainties as of December 31, 2020 and December 31, 2019.
For the year ended December 31, 2020, there was no deferred income tax expense and $0.2 million of current income tax
benefit. For the year ended December 31, 2019, there was $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 was $0.3 million of deferred income tax expense
and $0.1 million of current income tax expense. These amounts are included in “Income tax (provision) benefit” in the
consolidated statements of operations.
F-56
18. 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, 2020 (in thousands):
Parent Company
Balance at January 1, 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, 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..................................................................................................................
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, 2020..................................................................................................................
Cash Flow Hedges
2,399
$
1,478
(39)
1,191
5,029
(8,210)
41
770
(2,370)
(5,972)
29
752
(7,561)
$
$
$
Operating Partnership
Balance at January 1, 2018........................................................................................................................
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..................................................................................................................
Change in fair market value during year.................................................................................................
Amortization of interest rate contracts reclassified from comprehensive income to interest expense...
Balance at December 31, 2020..................................................................................................................
$
Cash Flow Hedges
2,056
$
1,478
1,191
4,725
(8,210)
770
(2,715)
(5,972)
752
(7,935)
$
$
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.
19. SEGMENT INFORMATION
During the year ended December 31, 2020, 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.
F-57
The following tables provide selected asset information as of December 31, 2020 and 2019 and results of operations of the
Company’s reportable segments for the years ended December 31, 2020, 2019 and 2018 (in thousands):
Real estate investments, at cost:
Philadelphia CBD.......................................................................................................................................
Pennsylvania Suburbs.................................................................................................................................
Austin, Texas..............................................................................................................................................
Metropolitan Washington, D.C...................................................................................................................
Other...........................................................................................................................................................
Operating Properties...........................................................................................................................
$
December 31,
2020
1,433,927
871,530
728,741
352,794
87,117
3,474,109
$
$
December 31,
2019
1,726,299
1,003,890
721,255
468,035
86,980
4,006,459
$
Corporate
Right of use asset - operating leases, net...............................................................................................
Construction-in-progress........................................................................................................................
Land held for development....................................................................................................................
Prepaid leasehold interests in land held for development, net...............................................................
$
$
$
$
20,977
210,311
117,984
39,185
$
$
$
$
21,656
180,718
96,124
39,592
.
Net operating income:
Total
revenue
2020
Operating
expenses
(a)
Net
operating
income
(loss)
Year Ended December 31,
2019
Operating
expenses
(a)
Total
revenue
Net
operating
income
(loss)
Total
revenue
2018
Operating
expenses
(a)
Net
operating
income
(loss)
Philadelphia CBD..............
Pennsylvania Suburbs........
Austin, Texas.....................
Metropolitan Washington,
D.C.....................................
Other..................................
Corporate...........................
Operating properties......
$232,028
141,613
102,982
$ (82,505) $149,523
95,332
63,223
(46,281)
(39,759)
$263,769
141,084
104,157
$(100,219) $163,550
93,666
65,872
(47,418)
(38,285)
$256,717
138,279
38,665
$ (99,449) $157,268
88,846
21,926
(49,433)
(16,739)
40,223
13,469
4,537
$534,852
(20,791)
(9,815)
(6,305)
19,432
3,654
(1,768)
$(205,456) $329,396
51,498
14,558
5,351
$580,417
(23,455)
(9,328)
(7,141)
28,043
5,230
(1,790)
$(225,846) $354,571
90,308
16,757
3,619
$544,345
(34,072)
(11,888)
(6,518)
56,236
4,869
(2,899)
$(218,099) $326,246
(a)
Includes property operating expense, real estate taxes and third party management expense.
Unconsolidated real estate ventures:
Philadelphia CBD............................
Metropolitan Washington, D.C........
Mid-Atlantic Office JV....................
MAP Venture...................................
Other................................................
Austin, Texas...................................
Total............................................
Investment in real estate ventures, at equity
As of
December 31, 2020
268,562
$
99,769
32,996
(11,516)
—
—
389,811
$
December 31, 2019
17,524
$
102,840
—
(70)
—
—
120,294
$
$
$
Equity in income (loss) of real estate venture
Years ended December 31,
2019
2018
2020
(9,090) $
(3,019)
96
(6,571)
—
—
(18,584) $
$
328
(4,234)
—
(6,102)
86
—
(9,922) $
(105)
(15,065)
—
(2,155)
407
1,687
(15,231)
Net operating income (“NOI”) is a non-GAAP financial measure, which we define 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 presented by the Company may not be
comparable to NOI reported by other companies that define NOI differently. 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
F-58
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
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):
interest expenses, real estate impairment
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............................................................
$
Year Ended December 31,
2019
2018
2020
307,326
$
34,529
$
135,472
73,911
2,904
188,283
30,288
18,584
—
—
1,939
224
289,461
201
75
—
329,396
$
81,512
2,768
210,005
32,156
9,922
—
—
2,318
(12)
356
2,020
11,639
—
354,571
$
78,199
2,498
176,000
27,802
15,231
71,707
105
4,703
(423)
2,932
3,040
142,233
28,283
326,246
20. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
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.
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.
F-59
Fair Value of Contingent Consideration
On April 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 has fully accreted through interest expense to $2.0 million as of December
31, 2020. The fair value of this contingent consideration was determined using a probability weighted discounted cash flow
model based on the period until development was originally expected to commence. The significant inputs to the discounted
cash flow model were the discount rate and weighted probability scenarios. As the inputs were unobservable, the Company
determined the inputs used to value this liability fall within Level 3 for fair value reporting.
Debt Guarantees
As of December 31, 2020, the Real Estate Ventures had aggregate indebtedness of $963.2 million. These loans are generally
mortgage or construction loans, most of which are non-recourse to the Company, except for customary recourse carve-outs.
the $150.0 million construction loan obtained by 4040 Wilson, for which the Company has
As of December 31, 2020,
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
indemnities and guarantees of customary exceptions to nonrecourse provisions in loan
customary environmental
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, 2020, had $7.7 million of future fixed contractual obligations. The Company is also committed to make
additional contributions under the program. As of December 31, 2020, the Company estimates that, as of December 31, 2020,
these additional contributions, which are not fixed under the terms of agreement, will be $2.6 million.
In connection with the formation of the Commerce Square Venture, the Company has committed to investing an additional
$20.0 million of preferred equity in the properties on a pari passu basis with its joint venture partner.
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, Pennsylvania 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. On October 21, 2020, the Company also acquired the
$79.8 million first mortgage on the property from the third-party mortgage lender pursuant to an agreement with certain of
the former owners. Under the agreement, the Company has agreed to not take title to Two Logan until the earlier of June
2026 or the occurrence of certain events related to the ownership interests of certain former owners. If the Company were to
sell the restricted property before the expiration of the restricted period in a non-exempt transaction, the Company may be
required to make significant payments to certain of the former owners of Two Logan Square on account of tax liabilities
attributed to them. Additionally, the Company will be required to pay these certain former owners an amount estimated at
approximately $0.9 million to redeem their residual interest in the fee owner of this property. The $0.9 million payment is
included within "Other liabilities" on the consolidated balance sheets.
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. The Commerce Square Venture Transaction did not violate such covenant.
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 the right to guarantee Company 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 its 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
F-60
properties, to maintain qualifying mortgage debt through October 20, 2021, in the amounts of not less than $125.0 million on
the Company agreed with other
One Commerce Square and $100.0 million on Two Commerce Square. Similarly,
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.
21. SUBSEQUENT EVENTS
On February 2, 2021, the Company formed a joint venture with an unaffiliated third party to develop a 570,000 square foot
mixed-use building at property under a long-term ground lease of 3025 JFK Boulevard, Philadelphia, Pennsylvania, also
known as "Schuylkill Yards West." The estimated project cost is approximately $287 million, and the joint venture partner
has agreed, subject to customary funding conditions, to fund up to approximately $58 million of the project costs in exchange
for a 45% preferred equity interest in the venture. We have agreed to provide a completion guaranty in connection with the
development of the project.
F-61
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, 2020......................................................
December 31, 2019......................................................
December 31, 2018......................................................
$
$
$
7,975
12,919
17,112
$
$
$
— $
— $
$
1,775
2,889
4,944
5,968
$
$
$
5,086
7,975
12,919
(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-62
.
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-
F
(a) Reconciliation of Real Estate:
The following table reconciles the real estate investments from January 1, 2018 to December 31, 2020 (in thousands):
Balance at beginning of year...................................................................................................
$
4,006,459
$
3,951,719
$
3,830,824
2020
2019
2018
Additions:
Acquisitions.............................................................................................................................
Capital expenditures and assets placed into service................................................................
Less:
Dispositions/impairments/placed into redevelopment.............................................................
Retirements..............................................................................................................................
Balance at end of year..............................................................................................................
Per consolidated balance sheet................................................................................................
The aggregate cost for federal income tax purposes is $2.9 billion as of December 31, 2020.
(b) Reconciliation of Accumulated Depreciation:
9,722
113,221
(619,086)
(36,207)
—
145,378
(50,792)
(39,846)
$
$
3,474,109
3,474,109
$
$
4,006,459
4,006,459
$
$
509,654
129,274
(469,517)
(48,516)
3,951,719
3,951,719
The following table reconciles the accumulated depreciation on real estate investments from January 1, 2018 to December 31, 2020 (in thousands):
Balance at beginning of year...................................................................................................
$
973,318
$
885,407
$
913,297
2020
2019
2018
Additions:
Depreciation expense...............................................................................................................
138,822
144,131
137,213
Less:
Dispositions/impairments/placed into redevelopment.............................................................
Retirements..............................................................................................................................
Balance at end of year..............................................................................................................
Per consolidated balance sheet................................................................................................
$
$
(182,526)
(33,053)
896,561
896,561
$
$
(16,783)
(39,437)
973,318
973,318
$
$
(117,589)
(47,514)
885,407
885,407
(c) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 55 years.
(d) Land value represents unamortized prepaid ground lease.
(e) Reflects original construction date. Significant improvements were made to The Bulletin Building in 2012.
(f) Represent leasehold interests in 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.
F-66
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
James C. Diggs
Retired Senior Vice President and
General Counsel, PPG Industries, Inc.
(cid:132) Chair of Compensation Committee
(cid:132) Member of Audit Committee
Wyche Fowler
Former U.S. Senator and U.S.
Terri A Herubin
Managing Director, Portfolio
Management, Greystar
Ambassador, Saudi Arabia
(cid:132) Member of Audit Committee
B O A R D O F
T R U S T E E S
Charles P. Pizzi
Retired President and Chief Executive
(cid:132) Member of Compensation Committee
(cid:132) Member of Corporate Governance
Officer, Tasty Baking Company
(cid:132) Member of Corporate Governance
Committee
Committee
H. Richard Haverstick, Jr.
Retired Managing Partner,
Michael J. Joyce
Retired New England Managing Partner,
Deloitte & Touche USA LLP
Ernst & Young LLP
(cid:132) Chair of Board
(cid:132) Chair of Audit Committee
(cid:132) Member of Compensation Committee
(cid:132) Chair of Corporate
Governance Committee
(cid:132) Member of Compensation Committee
(cid:132) Member of Executive Committee
Gerard H. Sweeney
President and Chief Executive Officer,
(cid:132) Member of Corporate Governance
(cid:132) Member of Executive Committee
Brandywine Realty Trust
Committee
(cid:132) Member of Audit Committee
(cid:132) 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 2020 totaled $0.76
the Company has filed with the
per share of which 53.9% per share
Securities and Exchange Commission
is taxable as an ordinary dividend and
INVESTOR RELATIONS
For information about our
as exhibits to its Form 10-K for the
46.1% per share represented a capital
Company or any other inquiries,
fiscal year ended December 31, 2020,
gain 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 2020 were $0.76 per common
our Distribution Reinvestment and
LEGAL COUNSEL
share. Although the Company expects
Share Purchase Plan) or account
Troutman Pepper 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
Fro nt cover, starting at to p: ren d ering of
6 50 P ark, Kin g of Prussia, P A; interior
of 1676 Internatio nal, M cLean, V A; 3025
JF K and the B ulletin B uilding at S chuylkill
Yards, P hilad elp hia, P A; ren d ering of 405
C olorad o, A ustin, T X; yo ga o n Cira Green
at Cira C entre S o uth, P hila d elp hia, P A
B ack c over, startin g at to p: re n d erin g
of th e E c o P orc h at 3151 M arket St
in S c h uylkill Yards, P hila d elp hia, P A;
ren d erin g of lab sp ace at 3151 M arket
St, P hilad elp hia, P A; yo ga o n Cira Green
at Cira C entre S o uth, P hilad elp hia, P A;
rendering of hotel at Broad m oor, A ustin, T X
Brandywine Realty Trust (NYSE: BDN) is one
of the largest, publicly-traded, full-ser vice,
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.
Our purpose is to shape, connect and inspire
the world around us through our expertise, the
relationships we foster, the communities in which
we live and work, and the history we build together.
Our deep commitment to our communities was
recognized by NAIOP when we were presented
with the Developer of the Year Award—the highest
honor in the commercial real estate industry.
866.426.5400
brandywinerealty.com