BRANDYWINE REALTY TRUST 10-K

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 During the twelve months 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: Year Ended December 31, 2020 2019 Leasing Activity Core Properties (1): Total net rentable square feet owned 13,412,591 16,110,042 Occupancy percentage (end of period) 91.9 % 93.0 % Average occupancy percentage 89.8 % 92.7 % Total Portfolio, less properties in development (2): Tenant retention rate (3) 52.2 % 65.8 % New leases and expansions commenced (square feet) 861,978 1,113,029 Leases renewed (square feet) 642,112 852,760 Net absorption (square feet) (91,207) 45,618 Percentage change in rental rates per square feet (4): New and expansion rental rates 21.5 % 13.3 % Renewal rental rates 13.7 % 11.6 % Combined rental rates 17.5 % 12.1 % Capital Costs Committed (5): Leasing commissions (per square feet) $ 9.18 $ 7.94 Tenant Improvements (per square feet) $ 22.06 $ 25.25 Weighted average lease term (years) 7.6 7.4 Total capital per square foot per lease year $ 4.01 $ 4.76 (1) Does not include properties under development, redevelopment, held for sale, or sold. (2) Includes leasing related to completed developments and redevelopments, as well as sold properties. (3) Calculated as percentage of total square feet. (4) Includes base rent plus reimbursement for operating expenses and real estate taxes. (5) Calculated on a weighted average basis. 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 Location Expected Completion Activity Type Approximate Square Footage/ Units Estimated Costs Amount Funded 405 Colorado Street (a) Austin, TX Q1 2021 Development 205,803 $ 122,000 $ 67,000 3000 Market Street (b) Philadelphia, PA Q3 2021 Redevelopment 64,070 $ 35,000 $ 16,900 (a) Estimated costs includes $2.1 million of existing property basis through a ground lease. Project includes 520 parking spaces. (b) 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 % Change 2020 2019 2020 2019 2020 2019 2020 2019 $ Change % Change Revenue: 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) (7.4) % Third party management fees, labor reimbursement and leasing — — — — % — — — — 18.6 19.6 18.6 19.6 (1.0) (5.1) % Other 0.9 1.6 (0.7) (43.8) % — — — 0.1 1.9 4.4 2.8 6.1 (3.3) (54.1) % Total revenue 426.3 430.0 (3.7) (0.9) % 17.0 13.4 0.3 1.8 91.3 135.2 534.9 580.4 (45.5) (7.8) % Property operating expenses 107.6 113.3 (5.7) (5.0) % 4.1 3.5 (0.6) 0.4 21.1 37.2 132.2 154.4 (22.2) (14.4) % Real estate taxes 51.0 48.1 2.9 6.0 % 2.1 1.5 0.9 0.5 9.0 12.1 63.0 62.2 0.8 1.3 % Third party management expenses — — — — % — — — — 10.3 9.2 10.3 9.2 1.1 12.0 % Net operating income 267.7 268.6 (0.9) (0.3) % 10.8 8.4 — 0.9 50.9 76.7 329.4 354.6 (25.2) (7.1) % Depreciation and amortization 148.5 156.2 (7.7) (4.9) % 6.8 5.4 1.6 3.1 31.4 45.3 188.3 210.0 (21.7) (10.3) % General & administrative expenses — — — — % — — — — 30.3 32.2 30.3 32.2 (1.9) (5.9) % Net gain on disposition of real estate (289.5) (0.4) (289.1) 72,275.0 % Net gain on sale of undepreciated real estate (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 74 74 4 4 82 Square feet 12.8 12.8 0.6 0.4 13.9 Core Occupancy % (b) 91.7 % 92.4 % 95.4 % Other Income (Expense): Interest income 1.9 2.3 (0.4) (17.4) % Interest expense (73.9) (81.5) 7.6 (9.3) % Interest expense — Deferred financing costs (2.9) (2.8) (0.1) 3.6 % Equity in loss of Real Estate Ventures (18.6) (9.9) (8.7) 87.9 % Net gain on real estate venture transactions 0.1 11.6 (11.5) (99.1) % Income tax benefit 0.2 — 0.2 — % Net income $ 307.3 $ 34.5 $ 272.8 790.7 % Net income attributable to Common Shareholders of Brandywine Realty Trust $ 1.77 $ 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 Portf olio"), 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): Year Ended December 31, Activity 2020 2019 (Decrease) Increase Operating $ 225,806 $ 234,230 $ (8,424) Investing 18,290 (130,659) 148,949 Financing (288,189) (35,612) (252,577) Net cash flows $ (44,093) $ 67,959 $ (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): (Decrease) Increase Acquisitions of real estate $ (39,769) Capital expenditures and capitalized interest 38,046 Leasing costs/acquisition deposits 4,795 Joint venture investments (10,196) Distributions from joint ventures (26,905) Proceeds from the sale of properties 236,319 Debt and preferred equity and other investments (53,341) Increase in net cash provided by investing activities $ 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): (Decrease) Increase Proceeds from debt obligations $ (246,873) Repayments of debt obligations 35,602 Proceeds from the exercise of stock options (3,724) Repurchase and retirement of common shares (42,718) Other financing activities 2,146 Dividends and distributions paid 2,990 Increase in net cash used in financing activities $ (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 $ 1,775,774 $ 2,091,211 Variable rate - unhedged 52,836 52,836 Total $ 1,828,610 $ 2,144,047 Percent of Total Debt: Fixed rate 97.1 % 97.5 % Variable rate - unhedged 2.9 % 2.5 % Total 100.0 % 100.0 % Weighted-average interest rate at period end: Fixed rate 3.8 % 3.9 % Variable rate - unhedged 1.5 % 3.2 % Total 3.8 % 3.8 % Weighted-average maturity in years: Fixed rate 5.2 5.6 Variable rate - unhedged 14.6 15.6 Total 5.4 5.9 (a) Consists of unpaid principal and does not include premium/discount or deferred financing costs. 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 Principal maturities Weighted Average Interest Rate of Maturing Debt 2021 $ — — % 2022 250,000 2.87 % 2023 350,000 3.87 % 2024 350,000 3.78 % 2025 — — % 2026 — — % 2027 450,000 4.03 % 2028 — — % 2029 350,000 4.30 % 2030 — — % Thereafter 78,610 2.08 % Totals $ 1,828,610 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 (amounts in thousands, except share information) Net income attributable to common unitholders $ 306,896 $ 34,064 Add (deduct): Amount allocated to unvested restricted unitholders 410 396 Net gain on real estate venture transactions (75) (10,363) Net gain on disposition of real estate (289,461) (356) Company's share of impairment of an unconsolidated real estate venture — 2,832 Depreciation and amortization: Real property 143,877 149,600 Leasing costs including acquired intangibles 42,390 58,493 Company’s share of unconsolidated real estate ventures 37,291 19,657 Partners’ share of consolidated real estate ventures (129) (226) Funds from operations $ 241,199 $ 254,097 Funds from operations allocable to unvested restricted shareholders (705) (750) Funds from operations available to common share and unit holders (FFO) $ 240,494 $ 253,347 Weighted-average shares/units outstanding — basic (a) 172,907,713 177,114,932 Weighted-average shares/units outstanding — fully diluted (a) 173,298,710 177,668,804 (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.