23 unchanged sentences
Other Information
−Removed: On February 22, 2022, the Compensation Committee (the “Compensation Committee”) of our Board of Directors approved the restatement of our change in control severance agreements with George, D.
−Removed: Johnstone, our Executive Vice President of Operations, and William D.
−Removed: Redd, our Executive Vice President and Senior Managing Director for the Austin and Metro DC Regions.
−Removed: The restated change in control severance agreements (the “Restated Agreements”) each provide that if a change of control (a “ CIC ”) occurs and the executive’s employment ceases due to a termination by us without cause or a resignation by the executive with good reason, in either case within two years following the CIC, we will pay the executive two times (the “Severance Multiplier”) the sum of (1) the executive’s annual base salary in effect at the time of the CIC, plus (2) the greater of (A) the annual bonus most recently paid to the executive prior to the CIC, or (B) the executive’s target bonus for the year in which the CIC occurs.
−Removed: In addition, the executive will then also be entitled to continued group health coverage for 18 months and continued group term life insurance coverage for two years.
−Removed: The Restated Agreements are substantially identical to the executives’ prior change in control severance agreements, except the Restated Agreements:
−Removed: (i) increase the Severance Multiplier from 1.75 to 2.0;
−Removed: (ii) reduce the period of continued group health coverage from 24 months to 18 months (the maximum period of continuation coverage generally available under COBRA upon termination of employment);
−Removed: (iii) condition the receipt of payments and benefits under the agreement on the executive’s execution of a release of claims;
−Removed: (iv) limit transaction-related payments to each executive to the maximum amount that would not be subject to an excise tax under Section 4999 of the Internal Revenue Code, if such limit would increase the executive’s net after-tax proceeds.
−Removed: The foregoing description of the Restated Agreements is qualified in its entirety by reference to the Form of Change in Control Agreement filed as Exhibit 10.28 to this Annual Report on Form 10-K and incorporated herein by reference.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
81 unchanged sentences
4.2 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).
−Removed: 4.2.1 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)
4.3 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).
2 unchanged sentences
4.6 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)
−Removed: 4.6 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)
+Added: 4.7 Form of 7.550% Guaranteed Notes due 2028 (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on December 13, 2022 and incorporated herein by reference)
4.8 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)
10.1 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)
−Removed: 10.2 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)
10.2 Letter dated August 10, 2015 to Cohen & Steers Capital Management, Inc.
16 unchanged sentences
10.14 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)
−Removed: 10.16 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)
−Removed: 10.17 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)
−Removed: 10.18 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)
−Removed: 10.19 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)
−Removed: 10.2 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)
−Removed: 10.21 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)
−Removed: 10.22 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)
+Added: 10.15 Form of Restricted Common Share Rights Award.
+Added: (without outperformance feature)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference)
+Added: 10.16 Schedule of Non-Employee Trustee Compensation** (filed herewith)
+Added: 10.17 Form of 2021-2023 Performance Share Unit Award ** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 10, 2021 and incorporated herein by reference).
10.18 2021-2023 Performance Share Unit Program ** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 10, 2021 and incorporated herein by reference).
10.19 Form of 2021 Restricted Common Share Rights Award (with outperformance feature)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 10, 2021 and incorporated herein by reference).
−Removed: 10.25 Form of 2021-2023 Performance Unit Award Agreement (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 10, 2021 and incorporated herein by reference).**
−Removed: 10.26 2021-2023 Performance Share Unit Program (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 10, 2021 and incorporated herein by reference).**
−Removed: 10.27 Form of Restricted Common Share Rights Award (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 10, 2021 and incorporated herein by reference).**
−Removed: 10.28 Form of Change in Control Agreement with Executive Officers (Johnstone, Neuman and Redd)** (filed herewith)
+Added: 10.20 Form of 2022-2024 Performance Share Unit Award** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference)
+Added: 10.21 2022-2024 Performance Share Unit Program ** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference)
+Added: 10.22 Form of 2022 Restricted Common Share Rights Award (with outperformance feature)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference)
+Added: 10.23 Form of 2023-2025 Performance Share Unit Award** (filed herewith)
+Added: 10.24 2023-2025 Performance Share Unit Program** (filed herewith)
+Added: 10.25 Form of 2023 Restricted Common Share Rights Award (with outperformance feature)** (filed herewith)
+Added: 10.26 Form of Change in Control Agreement with Executive Officers (Johnstone, Neuman and Redd)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-K for the year ended December 31, 2021 and incorporated herein by reference)
14.1 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)
15 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
−Removed: 99.1 Material Federal Income Tax Considerations (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference)
+Added: 99.1 Material Federal Income Tax Considerations (filed herewith)
101.1 The following materials from the Annual Reports on Form 10-K of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.
13 unchanged sentences
Signature Title Date
−Removed: /s/ Michael J.
−Removed: Chairman of the Board and Trustee February 24, 2022
+Added: Diggs Chairman of the Board and Trustee February 21, 2023
/s/ Gerard H.
8 unchanged sentences
Reginald DesRoches
−Removed: Diggs Trustee February 24, 2022
+Added: /s/ Joan Lau Trustee February 21, 2023
/s/ Charles P.
12 unchanged sentences
Signature Title Date
−Removed: /s/ Michael J.
−Removed: Chairman of the Board and Trustee February 24, 2022
+Added: /s/ James Diggs Chairman of the Board and Trustee February 21, 2023
/s/ Gerard H.
8 unchanged sentences
Reginald DesRoches
−Removed: /s/ James Diggs Trustee February 24, 2022
+Added: /s/ Joan Lau Trustee February 21, 2023
/s/ Charles P.
27 unchanged sentences
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;
−Removed: (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;
+Added: (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
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.
5 unchanged sentences
Impairment Assessments of Real Estate Investments and Investments in Unconsolidated Real Estate Ventures
−Removed: 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 $3,473 million and its investments in unconsolidated real estate ventures was $436 million as of December 31, 2021.
−Removed: During 2021, 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.
+Added: As described in Notes 2, 3 and 4 to the consolidated financial statements, the Company’s gross carrying value of real estate investment operating properties was $3,617 million and its investment in unconsolidated real estate ventures was $568 million as of December 31, 2022.
+Added: During 2022, the Company recorded an impairment loss of $4.7 million related to real estate investments.
+Added: The Company did not recognize an other than temporary impairment related to investments in unconsolidated real estate ventures during 2022.
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.
2 unchanged sentences
The estimates consider assumptions, including but not limited to, market rental rates, capitalization rates, and recent sales data for comparable real estate investments.
+Added: Management estimated the fair value of its impaired property and the related impairment loss based on a purchase and sale agreement.
At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Company’s investments in unconsolidated real estate ventures.
+Added: If any indicators of impairment are present, management calculates the fair value of the investment in the unconsolidated real estate venture.
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.
−Removed: 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.
−Removed: 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.
−Removed: 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 and capitalization rates, and (ii) any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired.
+Added: 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 (i) the significant judgment by management when evaluating the real estate investments and investments in unconsolidated real estate ventures for potential impairment, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating (a) management’s significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and (b) 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.
−Removed: 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.
−Removed: 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 and capitalization rates, involved considering past performance of the asset and whether the assumptions were consistent with evidence obtained in other areas of the audit.
−Removed: 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.
+Added: These procedures also included, among others, (i) testing management’s process for developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and identifying indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired, (ii) evaluating the reasonableness of the significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows, (iii) evaluating the appropriateness of the method used in developing the estimated undiscounted future cash flows, (iv) testing the completeness and accuracy of data used in the developing the estimated undiscounted future cash flows, and (v) identifying indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired.
+Added: Evaluating the reasonableness of the significant assumptions related to market rental rates and capitalization rates involved considering past performance of the asset and whether the assumptions were consistent with evidence obtained in other areas of the audit.
+Added: Evaluating management’s assessment of indicators of other than temporary impairment in investments in unconsolidated real
+Added: 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.
/s/ PricewaterhouseCoopers LLP
6 unchanged sentences
We have audited the accompanying consolidated balance sheets of Brandywine Operating Partnership, L.P.
−Removed: and its subsidiaries (the “Partnership”) as of December 31, 2021 and 2020, 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, 2021, 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”).
+Added: and its subsidiaries (the “Partnership”) as of December 31, 2022 and 2021, 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, 2022, 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 Partnership's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
17 unchanged sentences
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;
−Removed: (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;
+Added: (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
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.
2 unchanged sentences
Critical Audit Matters
−Removed: 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
−Removed: disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
+Added: 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
−Removed: 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 $3,473 million and its investments in unconsolidated real estate ventures was $436 million as of December 31, 2021.
−Removed: During 2021, 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.
+Added: As described in Notes 2, 3 and 4 to the consolidated financial statements, the Partnership’s gross carrying value of real estate investment operating properties was $3,617 million and its investment in unconsolidated real estate ventures was $568 million as of December 31, 2022.
+Added: During 2022, the Partnership recorded an impairment loss of $4.7 million related to real estate investments.
+Added: The Partnership did not recognize an other than temporary impairment related to investments in unconsolidated real estate ventures during 2022.
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.
2 unchanged sentences
The estimates consider assumptions, including but not limited to, market rental rates, capitalization rates, and recent sales data for comparable real estate investments.
+Added: Management estimated the fair value of its impaired property and the related impairment loss based on a purchase and sale agreement.
At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Partnership’s investments in unconsolidated real estate ventures.
+Added: If any indicators of impairment are present, management calculates the fair value of the investment in the unconsolidated real estate venture.
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.
−Removed: 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.
−Removed: 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.
−Removed: 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 and capitalization rates, and (ii) any indicators that the value of the Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired.
+Added: 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 (i) the significant judgment by management when evaluating the real estate investments and investments in unconsolidated real estate ventures for potential impairment, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating (a) management’s significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and (b) 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.
−Removed: 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.
−Removed: 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 and capitalization rates, involved considering past performance of the asset and whether the assumptions were consistent with evidence obtained in other areas of the audit.
−Removed: 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.
+Added: These procedures also included, among others, (i) testing management’s process for developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and identifying indicators that the value of the Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired, (ii) evaluating the reasonableness of the significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows, (iii) evaluating the appropriateness of the method used in developing the estimated undiscounted future cash flows, (iv) testing the completeness and accuracy of data used in the developing the estimated undiscounted future cash flows, and (v) identifying indicators that the value of the Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired.
+Added: Evaluating the reasonableness of the significant assumptions related to market rental rates and capitalization rates involved considering past performance of the asset and whether the assumptions were consistent with evidence obtained in other areas of the audit.
+Added: Evaluating management’s assessment of indicators 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.
/s/ PricewaterhouseCoopers LLP
46 unchanged sentences
Cumulative earnings 1,176,195 1,122,372
−Removed: Accumulated other comprehensive loss ( 2,020 ) ( 7,561 )
+Added: Accumulated other comprehensive income (loss) 3,897 ( 2,020 )
Cumulative distributions ( 2,709,405 ) ( 2,578,583 )
19 unchanged sentences
General and administrative expenses 35,006 30,153 30,288
+Added: Provision for impairment 4,663 — —
Total operating expenses 412,054 396,569 424,027
10 unchanged sentences
Net gain on real estate venture transactions 26,718 2,973 75
+Added: Loss on early extinguishment of debt ( 435 ) — —
Net income before income taxes 54,047 12,413 307,102
31 unchanged sentences
BALANCE, December 31, 2019 176,480,095 1,105,542 $ 1,766 $ 3,192,158 $ 16,216 $ ( 16,216 ) $ 804,556 $ ( 2,370 ) $ ( 2,318,233 ) $ 10,426 $ 1,688,303
−Removed: Cumulative effect of accounting change ( 5,336 ) ( 5,336 )
Net income 305,527 1,799 307,326
1 unchanged sentence
Repurchase and retirement of Common Shares of Beneficial Interest ( 6,248,483 ) ( 62 ) ( 59,937 ) ( 59,999 )
−Removed: Issuance of partnership interest in consolidated real estate ventures 27 27
−Removed: Purchase of partnership interest in consolidated real estate venture ( 983 ) ( 1,197 ) ( 2,180 )
−Removed: Redemption of LP Units 1,245 16 ( 16 ) —
+Added: Sale of partnership interest in consolidated real estate venture ( 1,017 ) ( 1,017 )
+Added: Distributions from consolidated real estate ventures ( 22 ) ( 22 )
Share-based compensation activity 309,096 50,967 3 6,233 6,236
5 unchanged sentences
Net income 12,289 77 12,366
−Removed: Other comprehensive loss ( 5,191 ) ( 29 ) ( 5,220 )
−Removed: Repurchase and retirement of Common Shares of Beneficial Interest ( 6,248,483 ) ( 62 ) ( 59,937 ) ( 59,999 )
−Removed: Sale of partnership interest in consolidated real estate venture ( 1,017 ) ( 1,017 )
−Removed: Distributions from consolidated real estate ventures ( 22 ) ( 22 )
+Added: Other comprehensive income 5,541 28 5,569
+Added: Issuance of Common Shares of Beneficial Interest 226,695 3 3,049 3,052
+Added: Issuance of partnership interest in consolidated real estate ventures 2,765 2,765
+Added: Redemption of LP Units ( 2,334 ) ( 2,334 )
Share-based compensation activity 344,656 70,645 2 6,352 6,354
6 unchanged sentences
Other comprehensive income 5,917 18 5,935
−Removed: Issuance of Common Shares of Beneficial Interest 226,695 3 3,049 3,052
−Removed: Issuance of partnership interest in consolidated real estate ventures 2,765 2,765
Redemption of LP Units ( 4,006 ) ( 4,006 )
20 unchanged sentences
Amortization of acquired above (below) market leases, net ( 2,581 ) ( 5,377 ) ( 4,867 )
−Removed: Ground rent expense 918 1,455 1,470
+Added: Straight-line ground rent expense 814 918 1,455
Provision for doubtful accounts — — 1,049
Net gain on real estate venture transactions ( 26,718 ) ( 2,973 ) ( 75 )
−Removed: Net gain on sale of interests in real estate ( 3,045 ) ( 289,662 ) ( 2,376 )
−Removed: Loss from unconsolidated real estate ventures, net of distributions 26,697 18,584 10,242
+Added: Total gain on sale of real estate ( 25,684 ) ( 3,045 ) ( 289,662 )
+Added: Loss on early extinguishment of debt 435 — —
+Added: Provision for impairment 4,663 — —
+Added: Loss from unconsolidated real estate ventures, including income distributions 23,522 26,697 18,584
Income tax provision (benefit) 55 47 ( 224 )
8 unchanged sentences
Acquisition of properties ( 3,446 ) — ( 41,950 )
−Removed: Acquisition of partners interest in consolidated real estate venture — — ( 2,181 )
Proceeds from the sale of properties 64,210 10,303 278,114
−Removed: Proceeds from real estate venture sales — — 9,730
Proceeds from insurance — 1,250 —
1 unchanged sentence
Issuance of note receivable — — ( 50,000 )
−Removed: Proceeds from repayment of mortgage notes receivable — — 3,341
Capital expenditures for tenant improvements ( 86,774 ) ( 56,830 ) ( 73,166 )
12 unchanged sentences
Proceeds from unsecured notes 350,000 — —
+Added: Repayments of unsecured notes ( 296,134 ) — —
Debt financing costs paid ( 9,875 ) — —
7 unchanged sentences
Net cash used in financing activities ( 28,631 ) ( 109,336 ) ( 288,189 )
−Removed: Increase/(Decrease) in cash and cash equivalents and restricted cash ( 18,777 ) ( 44,093 ) 67,959
+Added: Decrease in cash and cash equivalents and restricted cash ( 9,913 ) ( 18,777 ) ( 44,093 )
Cash and cash equivalents and restricted cash at beginning of year 28,300 47,077 91,170
15 unchanged sentences
Dividends and distributions declared but not paid 32,792 32,765 32,706
+Added: Extinguishment of debt costs accrued in financing activities 393 — —
Change in investment in real estate ventures as a result of deconsolidation 107,057 32,761 —
43 unchanged sentences
516,467 and 823,983 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively
−Removed: 11,140 11,566
Brandywine Operating Partnership, L.P.'s equity:
2 unchanged sentences
1,623,738 1,689,611
−Removed: Accumulated other comprehensive loss ( 2,366 ) ( 7,935 )
+Added: Accumulated other comprehensive income (loss) 3,569 ( 2,366 )
Total Brandywine Operating Partnership, L.P.'s equity 1,627,307 1,687,245
18 unchanged sentences
General and administrative expenses 35,006 30,153 30,288
+Added: Provision for impairment 4,663 — —
Total operating expenses 412,054 396,569 424,027
10 unchanged sentences
Net gain on real estate venture transactions 26,718 2,973 75
+Added: Loss on early extinguishment of debt ( 435 ) — —
Net income before income taxes 54,047 12,413 307,102
33 unchanged sentences
BALANCE, December 31, 2019 176,480,095 $ 1,674,539 $ ( 2,715 ) $ 1,091 $ 1,672,915
−Removed: Cumulative effect of accounting change ( 5,336 ) ( 5,336 )
Net income 307,306 20 307,326
1 unchanged sentence
Deferred compensation obligation 32,256 ( 206 ) ( 206 )
−Removed: Conversion of LP Units to common shares 1,245 16 16
Repurchase and retirement of LP units ( 6,248,483 ) ( 59,999 ) ( 59,999 )
−Removed: Issuance of partnership interest in consolidated real estate ventures 27 27
+Added: Distributions from consolidated real estate ventures ( 22 ) ( 22 )
Share-based compensation activity 309,096 6,236 6,236
−Removed: Purchase of partnership interest in consolidated real estate venture ( 983 ) ( 1,197 ) ( 2,180 )
+Added: Sale of partnership interest to consolidated real estate venture ( 1,017 ) ( 1,017 )
Adjustment of redeemable partnership units to liquidation value at period end 3,074 3,074
3 unchanged sentences
Net income 12,369 ( 3 ) 12,366
−Removed: Other comprehensive loss ( 5,220 ) ( 5,220 )
+Added: Other comprehensive income 5,569 5,569
Deferred compensation obligation ( 18,058 ) ( 198 ) ( 198 )
+Added: Issuance of LP Units 226,695 3,052 3,052
Repurchase and retirement of LP units ( 2,334 ) ( 2,334 )
−Removed: Distributions from consolidated real estate ventures ( 22 ) ( 22 )
+Added: Issuance of partnership interest in consolidated real estate ventures 2,765 2,765
Share-based compensation activity 344,656 6,354 6,354
−Removed: Sale of partnership interest to consolidated real estate venture ( 1,017 ) ( 1,017 )
Adjustment of redeemable partnership units to liquidation value at period end ( 232 ) ( 232 )
5 unchanged sentences
Deferred compensation obligation ( 25,979 ) ( 312 ) ( 312 )
−Removed: Issuance of LP Units 226,695 3,052 3,052
Repurchase and retirement of LP units ( 4,006 ) ( 4,006 )
−Removed: Issuance of partnership interest in consolidated real estate ventures 2,765 2,765
Share-based compensation activity 469,529 7,718 7,718
18 unchanged sentences
Amortization of acquired above (below) market leases, net ( 2,581 ) ( 5,377 ) ( 4,867 )
−Removed: Ground rent expense 918 1,455 1,470
+Added: Straight-line ground rent expense 814 918 1,455
Provision for doubtful accounts — — 1,049
Net gain on real estate venture transactions ( 26,718 ) ( 2,973 ) ( 75 )
−Removed: Net gain on sale of interests in real estate ( 3,045 ) ( 289,662 ) ( 2,376 )
−Removed: Loss from unconsolidated real estate ventures, net of distributions 26,697 18,584 10,242
+Added: Loss on promoted interest in unconsolidated real estate venture — — —
+Added: Total gain on sale of real estate ( 25,684 ) ( 3,045 ) ( 289,662 )
+Added: Loss on early extinguishment of debt 435 — —
+Added: Provision for impairment 4,663 — —
+Added: Loss from unconsolidated real estate ventures, including income distributions 23,522 26,697 18,584
Income tax provision (benefit) 55 47 ( 224 )
8 unchanged sentences
Acquisition of properties ( 3,446 ) — ( 41,950 )
−Removed: Acquisition of partners interest in consolidated real estate venture — — ( 2,181 )
Proceeds from the sale of properties 64,210 10,303 278,114
−Removed: Proceeds from real estate venture sales — — 9,730
Proceeds from insurance — 1,250 —
1 unchanged sentence
Issuance of note receivable — — ( 50,000 )
−Removed: Proceeds from repayment of mortgage notes receivable — — 3,341
Capital expenditures for tenant improvements ( 86,774 ) ( 56,830 ) ( 73,166 )
12 unchanged sentences
Proceeds from unsecured notes 350,000 — —
+Added: Repayments of unsecured notes ( 296,134 ) — —
Debt financing costs paid ( 9,875 ) — —
6 unchanged sentences
Net cash used in financing activities ( 28,631 ) ( 109,336 ) ( 288,189 )
−Removed: Increase/(Decrease) in cash and cash equivalents and restricted cash ( 18,777 ) ( 44,093 ) 67,959
+Added: Decrease in cash and cash equivalents and restricted cash ( 9,913 ) ( 18,777 ) ( 44,093 )
Cash and cash equivalents and restricted cash at beginning of year 28,300 47,077 91,170
15 unchanged sentences
Dividends and distributions declared but not paid 32,792 32,765 32,706
+Added: Extinguishment of debt costs accrued in financing activities 393 — —
Change in investment in real estate ventures as a result of deconsolidation 107,057 32,761 —
23 unchanged sentences
The Properties 77 13,578,188
−Removed: In addition to the Properties, as of December 31, 2021, the Company owned 176.1 acres of land held for development, of which 10.0 acres were held for sale.
+Added: In addition to the Properties, as of December 31, 2022, the Company owned 159.9 acres of land held for development.
The Company also held a leasehold interest in one land parcel totaling 0.8 acres, acquired through a prepaid 99-year ground lease, and held options to purchase approximately 55.1 additional acres of undeveloped land.
−Removed: As of December 31, 2021, 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 13.4 million square feet, of which 0.1 million square feet relates to the 10.0 acres held for sale.
−Removed: As of December 31, 2021, the Company also owned economic interests in nine unconsolidated real estate ventures (see Note 4, ''Investment in Unconsolidated Real Estate Ventures ” for further information).
+Added: As of December 31, 2022, 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 11.9 million square feet.
+Added: As of December 31, 2022, the Company also owned economic interests in twelve unconsolidated real estate ventures (see Note 4 “Investment in Unconsolidated Real Estate Ventures” for further information).
The Properties and the properties owned by the unconsolidated real estate ventures are primarily located in or near Philadelphia, Pennsylvania;
16 unchanged sentences
In accordance with its policy, the Company reviews the estimated useful lives of its real estate investments on an ongoing basis.
−Removed: T he estimated useful lives of seven operating properties in Austin, Texas were modified to reflect the estimated periods during which these assets will remain in service pursuant to the Company's Uptown ATX master development plans.
−Removed: The estimated useful lives of these properties were decreased from approximately 35 years to approximately 12 years coinciding with the remaining terms of in-place leases.
−Removed: The effect of this change in estimate was a $ 9.8 million increase in depreciation expense during the year ended December 31, 2021.
+Added: The estimated useful lives of seven operating properties in Austin, Texas were modified to reflect the estimated periods during which these assets will remain in service pursuant to the Company's Uptown ATX master development plans.
+Added: The estimated useful lives of these properties were decreased from approximately 35 to approximately 12 coinciding with the remaining terms of in-place leases.
+Added: The effect of this change in estimate was a $ 9.8 million and $ 14.6 million increase in depreciation expense during the years ended December 31, 2021 and 2022, respectively.
Principles of Consolidation
5 unchanged sentences
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.
−Removed: As of December 31, 2021 and 2020, the Company included in its consolidated balance sheets consolidated VIEs having total assets of $ 46.5 million and $ 49.2 million, respectively, and total liabilities of $ 21.0 million and $ 21.6 million, respectively.
+Added: As of December 31, 2022 and 2021, the Company included in its consolidated balance sheets consolidated VIEs having total assets of $ 47.3 million and $ 46.5 million, respectively, and total liabilities of $ 21.0 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.
5 unchanged sentences
Use of Estimates
−Removed: 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.
+Added: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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.
99 unchanged sentences
At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Company’s investments in real estate ventures.
+Added: If any indicators of impairment are present, we calculate the fair value of the investment in the unconsolidated real estate venture.
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.
67 unchanged sentences
The use of estimates in this calculation involves significant judgment.
+Added: Common Development Cost Estimates for Contributions to Development Joint Ventures
+Added: When land is contributed to a development joint venture, estimated common development costs include actual costs incurred and estimates of future common development costs benefiting the property sold.
+Added: When land is sold, common development costs, if they cannot be specifically identified, are allocated to each sold parcel based upon its relative sales value.
+Added: For purposes of allocating common development costs, estimates of future sales proceeds and common development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining land parcels available for sale.
+Added: The common development cost estimates for development joint ventures are highly judgmental as they are sensitive to cost escalation, sales price escalation and pace of absorption, which are subject to judgment and are affected by expectations about future market or economic conditions.
+Added: Changes in the assumptions used to estimate future common development costs could result in a significant impact on the amounts recorded as net gain on disposition of real estate or net gain on sale of undepreciated real estate.
The following is a summary of revenue earned by the Company’s reportable segments (see Note 19 “Segment Information,” for further information) during the year ended December 31, 2022 (in thousands):
59 unchanged sentences
The tax basis of the Operating Partnership’s assets was $ 3.2 billion and $ 3.1 billion for the years ended December 31, 2022 and December 31, 2021, respectively.
−Removed: The Operating Partnership may elect to treat a subsidiary REIT under Sections 856 through 860 of the Code, if applicable.
+Added: The Operating Partnership may elect to treat a subsidiary as a 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.
42 unchanged sentences
Risks and Uncertainties - COVID-19
−Removed: 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 and caused significant volatility in financial markets, causing many to fear a global recession.
−Removed: 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.
−Removed: These actions have disrupted the global economy and supply chains and adversely impacted many industries, including owners and developers of real estate.
−Removed: 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.
+Added: The ongoing global COVID-19 pandemic, has slowed global economic activity and caused significant volatility in financial markets, causing many to fear a global recession.
+Added: The responses of many countries, including the U.S., have disrupted the global economy and supply chains and adversely impacted many industries, including owners and developers of real estate.
+Added: Moreover, there is significant uncertainty related to the COVID-19 pandemic's 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.
−Removed: The extent to which the COVID-19 pandemic impacts the Company's results will depend on
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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
+Added: 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.
5 unchanged sentences
The Company continues to evaluate the impact of the guidance and may apply elections as applicable as additional changes in the market occur.
+Added: During the second quarter of 2022, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.
+Added: In addition, the Company elected to apply the hedge accounting expedients related to changes in critical terms of derivative or hedged transactions, and bilaterally negotiated contract changes for the refinance of the Company's term loan and associated interest rate swap.
+Added: The Company continues to evaluate the impact of the guidance and may apply elections as applicable as additional changes in the market occur.
+Added: See Note 9, “Debt Obligations” for further information regarding our remaining LIBOR-indexed obligations.
REAL ESTATE INVESTMENTS
7 unchanged sentences
Internal direct construction costs totaling $ 9.3 million in 2022, $ 7.9 million in 2021, and $ 8.4 million in 2020 and interest totaling $ 4.7 million in 2022, $ 7.0 million in 2021, and $ 4.6 million in 2020 were capitalized related to the development, redevelopment and construction of tenant improvements of certain properties and land holdings.
−Removed: During the years ended December 31, 2021, 2020 and 2019, the Company’s internal direct construction costs are comprised entirely of capitalized salaries.
+Added: During the years ended December 31, 2022, 2021 and 2020, the Company’s internal direct construction costs are comprised of capitalized salaries.
The following table shows the amount of compensation costs (including bonuses and benefits) capitalized for the years presented (in thousands):
5 unchanged sentences
2022 Acquisitions
+Added: Property/Portfolio Name Acquisition Date Location Property Type Rentable Square Feet/Acres Purchase Price
+Added: 631 Park Avenue January 21, 2022 King of Prussia, PA Land 3.3 acres $ 3,650
+Added: 3151 Market Street (a) April 29, 2022 Philadelphia, PA Leasehold Interest 0.8 acres $ 27,349
+Added: (a) On April 29, 2022, the Company acquired, through a 99-year ground lease, the leasehold interest in a 0.8 -acre land parcel, located at 3151 Market Street, in Philadelphia, Pennsylvania.
+Added: The Company prepaid $ 19.5 million of the ground lease, representing 500,000 square feet of buildable floor to area ratio (“FAR”) to be used for the development of 3151 Market Street, and paid $ 7.8 million for 200,000 square feet of FAR density usable pursuant to the Schuylkill Yards Project master development agreement.
+Added: The additional density is included in prepaid leasehold interests in land held for development in the consolidated balance sheets.
+Added: See below regarding disposition of 500,000 square feet of FAR.
+Added: 2021 Acquisitions
During the year ended December 31, 2021, the Company did not acquire any properties from a third party.
17 unchanged sentences
Amortization period of below market liabilities assumed 1.5 years
−Removed: 2019 Acquisitions
−Removed: During the year ended December 31, 2019, the Company did not acquire any properties from a third party.
The following table summarizes the property dispositions during the years ended December 31, 2022, 2021 and 2020 (dollars in thousands):
Property/Portfolio Name Disposition Date Location Property Type Rentable Square Feet/Acres Sales Price Gain/(Loss) on Sale (a)
+Added: 200 Barr Harbor Drive November 22, 2022 West Conshohocken, PA Office 86,000 $ 30,500 $ 8,740
+Added: 11501 Burnett Road (h) July 29, 2022 Austin, TX Land 4.7 acres $ 32,513 $ 8,340
+Added: 3151 Market Street (g) July 14, 2022 Philadelphia, PA Leasehold Interest 0.8 acres $ 30,394 $ 2,583
+Added: Gibbsboro Portfolio (f) June 28, 2022 Gibbsboro, NJ Office/Land 42,809 / 4.0 acres
+Added: $ 4,100 $ 831
+Added: 25 M Street (e) April 14, 2022 Washington, D.C.
+Added: Land 0.8 acres $ 29,675 $ 3,836
+Added: Gateway G & H January 20, 2022 Richmond, VA Land 10.0 acres $ 1,600 $ 897
1100 Lenox Drive September 8, 2021 Lawrenceville, NJ Land 5.0 acres $ 2,575 $ 68
2100-2200 Lenox Drive July 6, 2021 Lawrenceville, NJ Land 35.2 acres $ 8,900 $ 842
+Added: 3025 JFK Boulevard February 2, 2021 Philadelphia, PA Leasehold Interest 1.0 acre $ 34,800 $ 2,000
Mid-Atlantic Office Portfolio (b) (d) December 21, 2020 Various Office 1,128,645 $ 192,943 $ 15,164
3 unchanged sentences
52 East Swedesford Road March 19, 2020 Malvern, PA Office 131,077 $ 18,000 $ 2,336
−Removed: 1900 Gallows Rd September 11, 2019 Vienna, VA Office 210,632 $ 36,400 $ ( 367 )
−Removed: 9 Presidential Boulevard March 15, 2019 Bala Cynwyd, PA Land 2.7 Acres
−Removed: $ 5,325 $ 751
(a) Gain/(Loss) on Sale is net of closing and other transaction related costs.
11 unchanged sentences
The Company will continue to evaluate the probability of collection on the remaining holdback and recognize any changes to the amount deemed probable as incremental gain on sale.
+Added: (e) On September 30, 2022, the Company recognized $ 0.4 million of additional gain on disposition of real estate.
+Added: (f) Includes $ 0.7 million of gain on sale of undepreciated real estate and $ 0.1 million of gain on disposition of real estate included within the consolidated statements of operations for the twelve months ended December 31, 2022.
+Added: (g) On July 14, 2022, the Company contributed 500,000 square feet of FAR relating to its 99-year prepaid leasehold interest at 3151 Market Street in Philadelphia, Pennsylvania, acquired on April 29, 2022, to a newly formed joint venture with an unaffiliated third party.
+Added: The Company's initial deemed contribution in the project was $ 30.4 million and the transaction resulted in deconsolidation of the property and conversion of Brandywine 3151 Market, LP, (formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture (“3151 Market Street Venture”).
+Added: The Company recorded its investment at fair value and recognized a gain, net of transaction costs, of $ 2.6 million, in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations.
+Added: See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.
+Added: (h) On July 29, 2022, the Company contributed a 4.7 acre parcel of land held for development at 11501 Burnet Road in Austin, Texas to a newly formed joint venture with an unaffiliated third party.
+Added: The project is part of the Uptown ATX master development.
+Added: The Company's combined contributed initial land investment in the project was $ 32.5 million and the transaction resulted in the deconsolidation of the property and formation of Brandywine Uptown Office LLC and Brandywine One Uptown Multifamily LLC, (together, “One Uptown Ventures)”).
+Added: The Company recorded its investment at fair value and recognized a gain of $ 8.3 million in “Net gain on disposition of real estate” on the consolidated statements of operations.
+Added: Gain on sale of $ 8.3 million is calculated as the difference between the estimated relative sales value of the contributed land and the estimated total cost allocations per block.
+Added: See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.
+Added: 3025 JFK Venture
In addition, on February 2, 2021, the Company contributed its investment in a 99-year prepaid leasehold interest in a one -acre land parcel held for development at 3025 JFK Boulevard in Philadelphia, Pennsylvania to a newly formed joint venture with an unaffiliated third party.
4 unchanged sentences
See Note 4, “ Investment in Unconsolidated Real Estate Ventures, ” for further information.
−Removed: 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.
−Removed: 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.
−Removed: segment resulting in $ 0.7 million of additional gain on sale.
−Removed: One Uptown Venture
−Removed: On December 1, 2021, the Company entered into two joint venture agreements with affiliates of Canyon Partners Real Estate to commence development of One Uptown, a $ 328.4 million mixed-used project in Austin, Texas.
−Removed: One Uptown has been designed to deliver 348,000 square feet of Class-A workspace and 15,000 square feet of street-level retail (through the "office" joint venture) and 341 apartment residences and a public park (through the "multifamily" joint venture) and a six-story parking garage to be shared by the two joint ventures.
−Removed: The Company's partner in each of the two joint ventures has agreed, subject to customary funding conditions, including closing of the applicable construction loan, to fund approximately $ 57.5 million of the combined project costs in exchange for a 50 % preferred equity interest in each of the two joint ventures, with the Company retaining a 50 % common equity interest in each.
−Removed: The Company is in the process of securing a construction loan for each of the two joint ventures that would total approximately $ 213.4 million, representing 65 % of the combined project costs.
−Removed: Under the terms of each of the joint venture agreements, the joint venture partner has no obligation to fund any portion of the applicable project costs until the closing of the applicable construction loan.
−Removed: This right prevents the Company from meeting the sale recognition criteria of ASC 606 until the applicable closings of the construction loans.
+Added: 3151 Market Venture
+Added: On July 14, 2022, the Company contributed 500,000 square feet of FAR relating to its 99-year prepaid leasehold interest at 3151 Market Street in Philadelphia, Pennsylvania, acquired on April 29, 2022, to a newly formed joint venture with an unaffiliated third party.
+Added: The Company's initial deemed contribution in the project was $ 30.4 million and the transaction resulted in deconsolidation of the property and conversion of Brandywine 3151 Market, LP, (formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture (“3151 Market Street Venture”).
+Added: The Company recorded its investment at fair value and recognized a gain, net of transaction costs, of $ 2.6 million, in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations.
+Added: See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.
+Added: Subsequent to December 31, 2022, the Company contributed an additional 200,000 square feet of FAR density, usable pursuant to the Schuylkill Yards Project master development agreement to the 3151 Market Street Venture pursuant to amendment to the partnership agreement.
+Added: The Company deconsolidated the prepaid ground lease of $ 7.8 M and recorded its investment in the 3151 Market Street Venture at fair value and recognized a gain, net of transaction costs, of $ 0.8 million.
Held for Use Impairment
−Removed: As of December 31, 2021, 2020, and 2019, the Company evaluated the recoverability of the carrying value of its properties that triggered assessment.
−Removed: Based on the analysis, no impairments were identified during the twelve months ended December 31, 2021, 2020, and 2019.
+Added: During the year ended December 31, 2022, the Company recognized an impairment loss totaling approximately $ 4.7 million on a property located in the Metropolitan Washington, D.C.
+Added: The Company’s estimated fair value, is considered Level 3 in accordance with ASC 820, and was based on a pending offer form a third party to acquire the property and the subsequent execution of a purchase and sale agreement.
Held for Sale
+Added: As of December 31, 2022, the Company had no assets held for sale.
As of December 31, 2021, the Company determined that the sale of two adjacent parcels of land within the Other segment totaling 10.0 acres was probable and classified these properties as held for sale.
1 unchanged sentence
The Company closed on the sale of the two parcels of land on January 20, 2022 for an aggregate sales price of $ 1.6 million.
+Added: As of December 31, 2020, 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.
+Added: As such, $ 7.3 million was classified as “Assets held for sale, net” on the consolidated balance sheets as of December 31, 2020.
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
−Removed: As of December 31, 2021, the Company held ownership interests in nine unconsolidated real estate ventures for a net aggregate investment balance of $ 411.1 million, which includes a negative investment balance in one unconsolidated real estate venture of $ 24.4 million, reflected within "Other liabilities" on the consolidated balance sheets.
−Removed: As of December 31, 2021, four of the real estate ventures owned properties that contained an aggregate of approximately 8.2 million net rentable
−Removed: square feet of office space;
+Added: As of December 31, 2022, the Company held ownership interests in twelve unconsolidated real estate ventures for a net aggregate investment balance of $ 532.2 million, which includes a negative investment balance in one unconsolidated real estate venture of $ 35.4 million, reflected within “Other liabilities” on the consolidated balance sheets.
+Added: As of December 31, 2022, five of the real estate ventures owned properties that contained an aggregate of approximately 9.1 million net rentable square feet of office space;
two real estate ventures owned 1.4 acres of land held for development;
−Removed: one real estate venture owned 1.0 acres of land in active development;
−Removed: one real estate venture owned a mixed used tower comprised of 250 apartment units and 0.2 million net rentable square feet of office/retail space;
−Removed: and one real estate venture owned a residential tower that contained 321 apartment units.
+Added: four real estate venture owned 7.5 acres of land in active development;
+Added: and one real estate venture owned a mixed used tower comprised of 250 apartment units and 0.2 million net rentable square feet of office/retail space.
The Company accounts for its interests in the unconsolidated real estate ventures, which range from 15 % to 70 %, using the equity method.
15 unchanged sentences
Herndon Innovation Center Metro Portfolio Venture, LLC 15 % 15,304 15,844 ( 536 ) ( 174 ) ( 358 ) 207,302 207,302
−Removed: MAP Venture 50 % ( 24,396 ) ( 11,516 ) ( 8,683 ) ( 6,570 ) ( 6,102 ) 184,263 185,000
−Removed: PJP VII 25 % (b)
−Removed: — — — — 190 — —
−Removed: PJP II 30 % (b)
−Removed: — — — — 81 — —
−Removed: PJP VI 25 % (b)
+Added: MAP Venture (b) 50 % ( 35,411 ) ( 24,396 ) ( 8,340 ) ( 8,683 ) ( 6,570 ) 182,053 184,263
+Added: Cira Square 20 %
27,815 — ( 985 ) — — 257,700 —
4040 Wilson Venture (c) 50 % 29,633 31,059 ( 1,211 ) ( 2,258 ) ( 2,162 ) 145,070 145,000
−Removed: 1919 Venture 50 % 13,791 15,434 427 59 328 88,860 88,860
+Added: 1919 Venture (d) 50 % — 13,791 1,392 427 59 — 88,860
Development Properties
−Removed: 3025 JFK Venture 55 % 56,370 — ( 118 ) — — — —
+Added: 3025 JFK Venture (c) 55 % 57,630 56,370 ( 35 ) ( 118 ) — 60,118 —
JBG - 51 N Street (c) 70 % 21,208 21,213 ( 382 ) ( 402 ) ( 457 ) — —
JBG - 1250 First Street Office (c) 70 % 17,759 17,751 ( 195 ) ( 199 ) ( 227 ) — —
+Added: 3151 Market Street Venture (c) 55 % 63,751 — ( 8 ) — — — —
+Added: One Uptown - Office (c) 50 % 34,980 — — — — 16,895 —
+Added: One Uptown - Multifamily (c) 50 % 30,445 — — — — — —
$ 532,224 $ 411,110 $ ( 22,016 ) $ ( 26,697 ) $ ( 18,584 ) $ 1,204,779 $ 961,509
1 unchanged sentence
See “Commerce Square Venture” and “Mid-Atlantic Office JV” sections below for more information.
−Removed: (b) On October 29, 2019, the Company sold its interest in PJP II, PJP VI and PJP VII.
−Removed: See "PJP Ventures" section below for more information on the disposal.
+Added: (b) Included within “Other Liabilities” on the consolidated balance sheet.
(c) This entity is a VIE.
+Added: (d) On November 30, 2022, the Company sold its interest in 1919 Venture.
+Added: See “1919 Venture” sections for more information on the disposal.
The following is a summary of the financial position of the unconsolidated real estate ventures in which the Company held interests as of December 31, 2022 and December 31, 2021 (in thousands):
16 unchanged sentences
Provision for impairment — ( 1,393 ) —
−Removed: Loss on early extinguishment of debt — — ( 1,231 )
Net loss $ ( 32,012 ) $ ( 31,590 ) $ ( 29,002 )
4 unchanged sentences
As of December 31, 2022, the aggregate principal payments of the unconsolidated real estate ventures recourse and non-recourse debt payable to third-parties are as follows (in thousands):
+Added: 2023 $ 388,789
Total principal payments 1,204,779
2 unchanged sentences
Outstanding indebtedness $ 1,198,213
+Added: One Uptown Ventures
+Added: On December 1, 2021, the Company established the One Uptown Ventures with affiliates of Canyon Partners Real Estate to commence development of One Uptown, a $ 335.6 million mixed-use project in Austin, Texas.
+Added: One Uptown has been designed to deliver 348,000 square feet of Class-A workspace and 15,000 square feet of street-level retail space (through the “ office ” joint venture) and 341 apartment residences and a public park (through the “ multifamily ” joint venture) and a six-
+Added: story parking garage to be shared by the two joint ventures.
+Added: The Company's partner in each of the two joint ventures has agreed, subject to customary funding conditions, including closing of the applicable construction loan, to fund approximately $ 64.5 million of the combined project costs in exchange for a 50 % preferred equity interest in each of the two joint ventures, with the Company retaining a 50 % common equity interest in each.
+Added: Under the terms of each of the joint venture agreements, the joint venture partner had no obligation to fund any portion of the applicable project costs until the closing of the applicable construction loan.
+Added: The absence of this obligation prevented Company from meeting the sale recognition criteria of ASC 606 until the applicable closings of the construction loans.
+Added: On July 29, 2022, the One Uptown Ventures closed on two separate construction loans.
+Added: The office joint venture closed on a $ 121.7 million construction loan which bears interest at Secured Overnight Offering Rate ( “ SOFR ”) plus 3.00 % and the multifamily joint venture closed on an $ 85.0 million construction loan which bears interest at SOFR plus 2.45 %, plus, in each case, a daily SOFR adjustment of 10 basis points.
+Added: Both loans mature in July 2026.
+Added: The Company has also provided a carry guarantee and limited payment guarantee up to 30 % and 15 % of the principal balance of the $ 121.7 million and $ 85 million construction loan, respectively.
+Added: The Company subsequently recognized the formation of the joint ventures and deconsolidated the projects upon the closing of the loans.
+Added: The Company has determined that the each of the One Uptown Ventures is a VIE.
+Added: As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the One Uptown Ventures.
+Added: Based upon each member's shared power over the activities of the One Uptown Ventures under the operating and related agreements, and the Company's lack of control over the development and construction phases of the project, the One Uptown Ventures are accounted for under the equity method of accounting.
+Added: 3151 Market Street Venture
+Added: On July 14, 2022, the Company formed a joint venture, with an unaffiliated third party, to develop a life science/office building containing approximately 417,000 rentable square feet under a long-term ground lease located at 3151 Market Street in Philadelphia, Pennsylvania.
+Added: The estimated project cost is approximately $ 308 million, and the joint venture partner has agreed, subject to customary funding conditions, to fund up to approximately $ 55 million of the project costs in exchange for a 45 % preferred equity interest in the venture.
+Added: The Company has determined that the 3151 Market Street Venture is VIE.
+Added: As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the 3151 Market Street Venture.
+Added: Based upon each member's shared power over the activities of the 3151 Market Street Venture under the operating and related agreements, and the Company's lack of control over the development and construction phases of the project, 3151 Market Street Venture is accounted for under the equity method of accounting.
+Added: On March 17, 2022, the Company formed a joint venture, Cira Square REIT, LLC (“Cira Square Venture”), for the purpose of acquiring Cira Square, an office property located at 2970 Market Street in Philadelphia, Pennsylvania containing 862,692 rentable square feet for a gross purchase price of $ 383.0 million.
+Added: The Company owns a 20 % common equity interest in Cira Square Venture and provided an initial capital contribution of $ 28.6 million on the closing date.
+Added: On the closing date, Cira Square Venture obtained $ 257.7 million of third-party debt financing secured by the property.
+Added: The loan bears interest at 3.50 % over one-month term SOFR per annum capped at at total maximum interest rate of 6.75 % per annum, and matures in March 2024.
+Added: Based on the facts and circumstances at the formation of Cira Square Venture, the Company determined that the venture is not a VIE in accordance with the accounting standard for the consolidation of VIEs.
+Added: As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate Cira Square Venture.
+Added: Based upon each member's substantive participating rights over the activities of Cira Square Venture under the operating and related agreements, it is not consolidated by the Company, and is accounted for under the equity method of accounting.
4040 Wilson Venture
1 unchanged sentence
The Company and its partner each own a 50 % interest in 4040 Wilson.
−Removed: The residential component and office/retail portion of 4040 Wilson were substantially complete and placed into service during the first quarter of 2020 and the first quarter of 2021, respectively.
+Added: The residential component and office/retail portion of 4040 Wilson were
+Added: substantially complete and placed into service during the first quarter of 2020 and the first quarter of 2021, respectively.
During the fourth quarter of 2021, 4040 Wilson refinanced the $ 150.0 million secured construction loan into a $ 155.0 million mortgage loan secured by the property.
The interest rate on this loan is 1.8 % over term SOFR and matures in December 2026.
+Added: Effective January 3, 2023, this debt is swapped to a fixed rate of 5.70 % through the maturity of the loan.
Brandywine - AI Venture
17 unchanged sentences
The real estate venture was formed to develop a 570,000 square foot mixed-use building at property under the long-term ground lease.
−Removed: The estimated project cost is approximately $ 287.3 million, and the joint venture partner has agreed, subject to customary funding conditions, to fund up to approximately $ 45.2 million of the project costs in exchange for a 45 % preferred equity interest in the venture and the Company will retain a 55 % preferred equity interest.
+Added: The estimated project cost is approximately $ 287.3 million, and the joint venture partner agreed, subject to customary funding conditions, to fund up to approximately $ 45.2 million of the project costs in exchange for a 45 % preferred equity interest in the venture and the Company will retain a 55 % preferred equity interest.
On July 23, 2021, the 3025 JFK Venture closed on a $ 186.7 million construction loan, which bears interest at 3.50 % plus LIBOR (subject to a LIBOR floor of 0.25 %) per annum and matures in July 2025.
1 unchanged sentence
The remaining project costs will be funded by the joint venture partner and the construction loan.
−Removed: The Company has determined that the 3025 JFK Venture is a variable interest entity ("VIE").
+Added: The Company has determined that the 3025 JFK Venture is a VIE.
As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the 3025 JFK Venture.
2 unchanged sentences
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.
−Removed: 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.
+Added: 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
+Added: 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.
−Removed: During the fourth quarter 2021, the Mid-Atlantic Office JV borrowed an additional
−Removed: $ 2.2 million.
The remaining funds available under the loan are $ 18.5 million.
4 unchanged sentences
The properties held by the venture remain encumbered by the existing mortgages.
−Removed: 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.
−Removed: The Company received cash proceeds of $ 9.1 million after closing costs and related debt payoffs.
−Removed: 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
1 unchanged sentence
The Company and its partner own 15 % and 85 % interests in the Herndon Innovation Center, respectively.
−Removed: 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.
−Removed: The remaining funds available under the loan have not yet been drawn.
−Removed: The Company received $ 16.7 million for its share of the cash proceeds on April 12, 2019.
−Removed: 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.
−Removed: 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.
−Removed: The remaining funds available under the loan have not yet been drawn.
−Removed: The loan bears interest at LIBOR + 1.80 % capped at a total maximum interest rate of 6.3 % and matures on April 11, 2024.
−Removed: On April 12, 2019, the Company received $ 13.8 million for its share of the cash proceeds from the financing.
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.
3 unchanged sentences
Thereafter, annual rental payments increase by 2.5 % or CPI at the discretion of the lessor.
−Removed: 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.
−Removed: See Note 5, ''Debt and Preferred Equity Investments" for additional information regarding the related-party note receivable with 1919 Venture.
+Added: On November 30, 2022, the Company sold its 50 % ownership interest in the 1919 Venture for a gross sales price of $ 83.2 million, a portion of which satisfied in full the $ 44.4 million outstanding loan between the Company and the venture.
+Added: The Company recorded a gain on sale of $ 26.7 million with the caption “Net gain on real estate venture transactions” within its consolidated statement of operations for the year ended December 31, 2022.
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.
8 unchanged sentences
1919 Venture Note Receivable
−Removed: During 2018, each of the Company and the other equity partner in 1919 Venture, an unconsolidated real estate venture, provided a $ 44.4 million mortgage loan to 1919 Venture and, as a result, the Company recorded a $ 44.4 million related-party note receivable from 1919 Venture.
−Removed: The loan bears interest at a fixed 4.0 % per annum interest rate with a scheduled maturity on June 25, 2023.
−Removed: 1919 Venture used the proceeds from the loans to repay its then outstanding $ 88.8 million construction loan.
+Added: During 2018, each of the Company and the other equity partner in 1919 Venture, then an unconsolidated real estate venture, provided a $ 44.4 million mortgage loan to 1919 Venture and, as a result, the Company recorded a $ 44.4 million related-party note receivable from 1919 Venture, which bore interest at a fixed 4.0 % per annum interest rate with a scheduled maturity on June 25, 2023.
+Added: The $ 44.4 million note was repaid in full upon the sale of the Company's 50 % ownership interest in 1919 Venture on November 30, 2022.
See Note 4 “Investment in Unconsolidated Real Estate Ventures” for further information regarding 1919 Venture.
−Removed: As of December 31, 2021, the debt investment was performing in accordance with its terms and remains on accrual status.
Lessor Accounting
71 unchanged sentences
2026 1,094 739
−Removed: 2026 1,195 754
Thereafter 2,489 5,110
6 unchanged sentences
$ 600 million Unsecured Credit Facility
−Removed: $ 23,000 $ — LIBOR + 1.10 %
−Removed: July 2022 (a)
−Removed: Seven -Year Term Loan - Swapped to fixed
−Removed: 250,000 250,000 2.87 % October 2022
+Added: $ 88,500 $ 23,000 SOFR + 1.15 %
+Added: Unsecured Term Loan 250,000 250,000 SOFR + 1.30 %
+Added: June 2027 (a)
$ 350.0 M 3.95 % Guaranteed Notes due 2023
−Removed: 350,000 350,000 3.87 % February 2023
+Added: 54,301 350,000 3.87 % February 2023 (b)
$ 350.0 M 4.10 % Guaranteed Notes due 2024
3 unchanged sentences
$ 350.0 M 7.55 % Guaranteed Notes due 2028
+Added: 350,000 — 7.73 % March 2028
+Added: $ 350.0 M 4.55 % Guaranteed Notes due 2029
350,000 350,000 4.30 % October 2029
Indenture IA (Preferred Trust I) 27,062 27,062 LIBOR + 1.25 %
−Removed: Indenture IB (Preferred Trust I)
−Removed: 25,774 25,774 LIBOR + 1.25 %
+Added: Indenture IB (Preferred Trust I) 25,774 25,774 LIBOR + 1.25 %
Indenture II (Preferred Trust II) 25,774 25,774 LIBOR + 1.25 %
3 unchanged sentences
Total unsecured indebtedness $ 1,965,038 $ 1,853,586
−Removed: (a) The Company has the ability to extend the term of the Unsecured Credit Facility until July 2023 through two successive six-month extension options.
+Added: (a) On November 23, 2022, the unsecured term loan of $ 250.0 million was swapped to a fixed rate of 5.01 % and matures on June 30, 2027.
+Added: The effective date of the swap is January 31, 2023.
+Added: (b) Remaining balance was redeemed on January 20, 2023.
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.
−Removed: On July 17, 2018, the Company amended and restated its revolving credit agreement (as amended and restated, the “Unsecured Credit Facility”).
−Removed: The amendment and restatement, among other things:
−Removed: (i) maintained the total commitment of the revolving line of credit of $ 600.0 million;
−Removed: (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;
−Removed: (iii) reduced the interest rate margins applicable to Eurodollar loans;
−Removed: (iv) provided for an additional interest rate option based on a floating LIBOR rate;
−Removed: and (v) removed the covenant requiring the Company to maintain a minimum net worth.
−Removed: In connection with the amendments, the Company capitalized $ 2.7 million in financing costs, which will be amortized through the July 15, 2022 maturity date.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Based on the Company's current credit rating, the LIBOR margin is 1.10 % and the facility fee is 0.25 %.
−Removed: The terms of the Unsecured Credit Facility require that the Company maintain customary financial and other covenants, including:
+Added: Unsecured Credit Facility and Unsecured Term Loan
+Added: On June 30, 2022, the Company entered into the Second Amended and Restated Credit Agreement (as amended and restated, the “2022 Credit Agreement”).
+Added: The 2022 Credit Agreement among other things:
+Added: (i) maintains the total commitment under the line credit of $ 600.0 million (the “Revolving Credit Facility”) and provides an unsecured term loan in the initial amount of $ 250.0 million (the “Term Loan”) with a scheduled maturity date of June 30, 2027;
+Added: (ii) extended the maturity date of the Revolving Credit Facility from July 15, 2022 to June 30, 2026, with two six-month extensions at the Company’s election subject to specified conditions and subject to payment of an extension fee;
+Added: (iii) reduced the interest rate margins applicable to SOFR revolving loans;
+Added: and (iv) provides for an additional interest rate option based on a floating SOFR rate.
+Added: In connection with the amendments, the Company capitalized $ 4.7 million and $ 2.0 million in financing costs, related to the Revolving Credit Facility and the Term Loan, respectively.
+Added: The financing costs will be amortized through the maturity dates for each of the Revolving Credit Facility and the Term Loan.
+Added: Upon closing of the 2022 Credit Agreement, the Term Loan was funded in full and the proceeds thereof, together with cash on hand, were used to prepay in full the Company’s unsecured term loan (“Term Loan C”) in the principal amount of $ 250.0 million, together with accrued and unpaid interest thereon.
+Added: Term Loan C was scheduled to mature on October 8, 2022.
+Added: Under the 2022 Credit Agreement, the Company may, subject to specified terms and conditions (including receipt of commitments from one or more lenders, whether or not currently parties to the 2022 Credit Agreement), elect to increase the amount of the Revolving Credit Facility and/or Term Loan or request one or more new pari passu tranches of unsecured term loans (each, an “Incremental Facility”), provided that the aggregate amount of all such increases is limited to $ 500.0 million.
+Added: Up to $ 50.0 million of borrowing availability under the 2022 Credit Agreement is available for the issuance of letter of credits.
+Added: Borrowings under the Revolving Credit Facility bear interest at a rate equal to either (i) the SOFR rate plus a margin of 72.5 to 140 basis points, or (ii) a base rate plus a margin of 0 to 40 basis points:
+Added: and the Term Loan and borrowings under an Incremental Facility bear interest at a rate equal to either (i) the SOFR rate plus a margin of 80 to 160 basis points, or (ii) a base rate plus a margin of 0 to 60 basis points.
+Added: The applicable margin will be determined based upon the unsecured senior debt rating of the Operating Partnership or the absence of such a rating.
+Added: The Company also pays a quarterly facility fee on the
+Added: total commitments under the Revolving Credit Facility.
+Added: As of September 30, 2022, based on the Operating Partnership's unsecured senior debt rating, the applicable margin for SOFR revolving loans under the Revolving Credit Facility was 105 basis points (excluding the applicable facility fee rate of 25 basis points) and was 120.0 basis points for the Term Loan, plus, in each case, a daily SOFR adjustment of 10 basis points.
+Added: The terms of the 2022 Credit Agreement 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;
3 unchanged sentences
and (v) a ratio of unencumbered cash flow to interest expense on unsecured debt greater than 1.75 to 1.00.
−Removed: 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.
−Removed: The Company had $ 23.0 million of borrowings under the Unsecured Credit Facility as of December 31, 2021.
−Removed: During the twelve months ended December 31, 2021, the weighted-average interest rate on Unsecured Credit Facility borrowings was
−Removed: 1.21 % resulting in $ 0.4 million of interest expense.
−Removed: During the twelve months ended December 31, 2020 weighted-average interest rate on Unsecured Credit Facility borrowings was 1.48 % resulting in $ 0.5 million of interest expense.
+Added: In addition, the 2022 Credit Agreement 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.
+Added: The Company had $ 88.5 million of borrowings under the Revolving Credit Facility as of December 31, 2022.
+Added: During the twelve months ended December 31, 2022, the weighted-average interest rate on Revolving Credit Facility borrowings was 3.04 % resulting in $ 5.6 million of interest expense.
+Added: During the twelve months ended December 31, 2021 weighted-average interest rate on Revolving Credit Facility borrowings was 1.21 % resulting in $ 0.4 million of interest expense.
+Added: Guaranteed Notes due 2028
+Added: On December 13, 2022, the Company completed an underwritten offering of $ 350.0 million aggregate principal amount of its 7.55 % Guaranteed Notes due 2028 (the “2028 Notes”).
+Added: The 2028 Notes were priced at 99.06 % of their face amount and have been reflected net of a discount of approximately $ 3.3 million in the consolidated balance sheet as of December 31, 2022.
+Added: The Company received approximately $ 344.6 million of proceeds after the deduction for underwriting discounts and offering expenses.
+Added: Guaranteed Notes due 2023
+Added: On December 20, 2022, the Company used a portion of the net proceeds from the offering of the 2028 Notes to repurchase $ 295.7 million aggregate principal amount of its outstanding 3.95 % guaranteed notes due 2023 (the “2023 Notes”), through a tender offer, together with $ 4.1 million of accrued and unpaid interest thereon.
+Added: The Company recognized a $ 0.4 million loss on early extinguishment of debt related to the total repurchase.
+Added: On January 20, 2023, the Company completed the redemption of the remaining $ 54.3 million aggregate principal amount of the 2023 Notes.
+Added: See Note 21, “Subsequent Events” for further information regarding the redemption.
The Company was in compliance with all financial covenants as of December 31, 2022.
54 unchanged sentences
12/31/2022 12/31/2021 12/31/2022 12/31/2021
−Removed: Swap Interest Rate Cash Flow (a) $ 250,000 $ 250,000 2.868 % October 8, 2015 October 8, 2022 $ ( 2,461 ) $ ( 6,627 )
−Removed: Swap Interest Rate Cash Flow (b) — 25,774 3.300 % December 22, 2011 January 30, 2021 — ( 120 )
+Added: Swap Interest Rate Cash Flow (a) $ 250,000 $ — 3.729 % November 23, 2022 June 30, 2027 $ 255 $ —
+Added: Swap Interest Rate Cash Flow (b) $ — $ 250,000 2.868 % October 8, 2015 October 8, 2022 $ — $ ( 2,461 )
$ 250,000 $ 250,000
(a) Hedging unsecured variable rate debt.
−Removed: (b) On January 30, 2021, the interest rate hedge contract for this swap expired.
+Added: (b) On October 8, 2022, the interest rate hedge contract for this swap expired.
The Company measures its derivative instruments at fair value and records them in “Other assets” and (“Other liabilities”) on the Company’s consolidated balance sheets.
36 unchanged sentences
On December 6, 2022, the Parent Company declared a distribution of $ 0.19 per common share, totaling $ 32.8 million, which was paid on January 19, 2023 to shareholders of record as of January 5, 2023.
+Added: The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase common shares.
+Added: On January 3, 2019, the Board of Trustees authorized the repurchase of up to $ 150.0 million common shares from and after January 3, 2019.
+Added: During the years ended December 31, 2021 and 2022, no common shares were repurchased by the Company.
During the year ended December 31, 2021, the Company issued 226,695 common shares in a private placement to an unaffiliated third party in exchange for the third party's 1 % residual ownership interest in One and Two Commerce Square, an unconsolidated joint venture.
3 unchanged sentences
On January 3, 2019, the Board of Trustees authorized the repurchase of up to $ 150.0 million common shares from and after January 3, 2019.
−Removed: During the year ended December 31, 2021, the Company did
−Removed: no t repurchase any common shares.
−Removed: 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.
+Added: During the year ended December 31, 2022 and 2021, the Company did no t repurchase any common shares.
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.
35 unchanged sentences
(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”).
−Removed: The holders of the Common Partnership Units are entitled to share in cash distributions from, and in profits and losses of, the Operating Partnership, in proportion to their respective percentage interests, subject to preferential distributions on the preferred mirror units and the preferred units.
+Added: The holders of the Common Partnership Units are
+Added: 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.
6 unchanged sentences
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.
−Removed: During the year ended December 31, 2021, the Company did not repurchase any units.
+Added: During the years ended December 31, 2022 and December 31, 2021, the Company did not repurchase any units.
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.
2 unchanged sentences
The repurchases were recorded as a reduction of common units (at $ 0.01 par value per unit) and a decrease to General Partnership Capital.
−Removed: Former Continuous Offering Program
−Removed: 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.
−Removed: In connection with the commencement of the Offering Program, $ 0.2 million of upfront costs were recorded to General Partner Capital.
−Removed: There was no activity under the Offering Program during 2020 and 2019.
−Removed: As of December 31, 2021, no common shares remained available for issuance under the Offering Program, which terminated on January 10, 2020.
SHARE BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION
7 unchanged sentences
These Restricted Share Rights vest over one to three years from the initial grant dates.
−Removed: The remaining compensation expense to be recognized with respect to these awards at December 31, 2021 was $ 1.8 million and is expected to be recognized over a weighted average remaining vesting period of 1.9 years.
+Added: The remaining compensation expense to be recognized with respect to these awards at December 31, 2022 was $ 1.9 million and is expected to be recognized over a weighted average remaining vesting period of 0.88 .
During the years ended December 31, 2022, 2021, and 2020, the amortization related to outstanding Restricted Share Rights was $ 4.5 million (of which $ 0.7 million was capitalized), $ 4.1 million (of which $ 0.5 million was capitalized), and $ 4.3 million (of which $ 0.4 million was capitalized), respectively.
13 unchanged sentences
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.
−Removed: The Restricted Share Rights granted in 2021, 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 earnings-based targets and development, or investment, based targets during a three-year performance period with an additional two years to fully vest.
−Removed: In addition to the basic award, up to an aggregate of 388,840 , 316,236 , and 228,858 shares may be awarded under the outperformance feature for the 2021, 2020, and 2019 awards, respectively, to those senior officers whose Restricted Share Rights awards include the "outperformance feature." As of December 31, 2021, the Company has not recognized any compensation expense related to the outperformance feature for the 2019-2021 awards.
+Added: The Restricted Share Rights granted in 2022, 2021, and 2020 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 earnings-based targets and development, or investment, based targets during a three-year performance period with an additional 366 days of service generally required to fully vest.
+Added: In addition to the basic award, up to an aggregate of 406,179 , 388,840 , and 316,236 shares may be awarded under the outperformance feature for the 2022, 2021, and 2020 awards, respectively, to those senior officers whose Restricted Share Rights awards include the “outperformance feature.” As of December 31, 2022, the Company has no t recognized any compensation expense related to the outperformance feature for the 2020-2021 awards and has recognized $ 0.1 million related to the outperformance feature for the 2022 award.
The Company will continue to evaluate progression towards achievement of the performance metrics on a quarterly basis and recognize compensation expense for the outperformance feature of these awards should it be determined that achievement of these metrics is probable.
−Removed: In addition, on February 23, 2021, the Compensation Committee awarded non-officer employees an aggregate of 49,267 Restricted Share Rights that generally vest in three equal annual installments.
+Added: In addition, on March 3, 2022, the Compensation Committee awarded non-officer employees an aggregate of 48,128 Restricted Share Rights that generally vest in three equal annual installments.
Vesting of these awards is subject to acceleration upon death, disability or termination without cause within one year following a change of control.
−Removed: On May 18, 2021, the Compensation Committee awarded the Trustees an aggregate of 41,634 fully vested common shares.
−Removed: 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.
+Added: In accordance with the accounting standard for share-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement dates for those grantees 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
15 unchanged sentences
The fair values of each award are being amortized over the three year performance period.
−Removed: During the performance period, dividend equivalents are credited as additional RPSUs, subject to the same terms and conditions as the original RPSUs.
+Added: For the 2020 and 2021 awards, dividend equivalents are credited as additional RPSUs during the performance period, subject to the same terms and conditions as the original RPSUs.
The performance period will be abbreviated and the determination and 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;
4 unchanged sentences
For the year ended December 31, 2020, amortization for the 2020, 2019, and 2018 RPSU awards was $ 3.0 million, of which $ 0.4 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation.
−Removed: The remaining compensation expense to be recognized with respect to the non-vested RPSUs at December 31, 2021 was approximately $ 6.3 million and is expected to be recognized over a weighted average remaining vesting period o f 1.5 years.
+Added: The remaining compensation expense to be recognized with respect to the non-vested RPSUs at December 31, 2022 was approximately $ 7.5 million and is expected to be recognized over a weighted average remaining vesting period of 1.3 years.
The Company issued 277,061 common shares on February 1, 2022 in settlement of RPSUs that had been awarded on February 21, 2019 (with a three year measurement period ended December 31, 2021).
−Removed: Holders of these RPSUs also received a cash dividend of $ 0.19 per share for these common shares on January 20, 2021.
+Added: Holders of these RPSUs also received a cash dividend equivalent payment of $ 0.19 per share for these common shares on January 19, 2022.
Employee Share Purchase Plan
4 unchanged sentences
E mployees made purchases under the ESPP of $ 0.6 million during the year ended December 31, 2022, $ 0.6 million during the year ended December 31, 2021 and $ 0.5 million during the year ended December 31, 2020.
−Removed: The Company recognized $ 0.1 million of compensation expense related to the ESPP during each of the years ended December 31, 2021, 2020, and 2019.
+Added: The Company recognized $ 0.02 million of compensation expense related to the ESPP during the year ended December 31, 2022 and $ 0.1 million each of the years ended December 31, 2021, and 2020.
Compensation expense represents the 15 % discount on the purchase price.
35 unchanged sentences
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.
−Removed: 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.
+Added: However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized
+Added: 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.
1 unchanged sentence
The Company had no accruals for tax uncertainties as of December 31, 2022 and December 31, 2021.
−Removed: For the year ended December 31, 2021, there was no deferred income tax expense and nominal current income tax expense.
+Added: For the years ended December 31, 2022 and 2021, there was no deferred income tax expense and nominal current income tax expense.
For the year ended December 31, 2020, there was no deferred income tax expense and $ 0.2 million of current income tax benefit.
−Removed: 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.
These amounts are included in “Income tax (provision) benefit” in the consolidated statements of operations.
27 unchanged sentences
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.
−Removed: 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.
−Removed: The Company expects to reclassify $ 0.6 million from AOCI into interest expense within the next twelve months.
+Added: The current balance held in AOCI is expected
+Added: to be reclassified to interest expense for realized losses on forecasted debt transactions over the related term of the debt obligation, as applicable.
SEGMENT INFORMATION
27 unchanged sentences
2022 2021 2020
−Removed: Total revenue Operating expenses (a) Net operating income Total revenue Operating expenses (a) Net operating income (loss) Total revenue Operating expenses (a) Net operating income (loss)
+Added: Total revenue Operating expenses (a) Net operating income Total revenue Operating expenses (a) Net operating income Total revenue Operating expenses (a) Net operating income (loss)
Philadelphia CBD $ 220,876 $ ( 79,827 ) $ 141,049 $ 207,858 $ ( 73,695 ) $ 134,163 $ 232,028 $ ( 82,505 ) $ 149,523
17 unchanged sentences
MAP Venture ( 35,411 ) ( 24,396 ) ( 8,340 ) ( 8,683 ) ( 6,571 )
−Removed: Other — — — — 86
+Added: Austin, Texas 65,426 — — — —
Total $ 532,224 $ 411,110 $ ( 22,016 ) $ ( 26,697 ) $ ( 18,584 )
4 unchanged sentences
NOI is the primary measure that is used by the Company's management to evaluate the operating performance of the Company's real estate assets by segment.
−Removed: The Company believes NOI provides useful information to investors regarding the financial condition and results of operations because it reflects only those
−Removed: income and expense items that are incurred at the property level.
+Added: The Company believes NOI provides useful information to investors regarding the financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level.
While NOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance.
10 unchanged sentences
Equity in loss of unconsolidated real estate ventures 22,016 26,697 18,584
+Added: Provision for impairment 4,663 — —
+Added: Loss on early extinguishment of debt 435 — —
Interest and investment income 1,905 8,295 1,939
6 unchanged sentences
Legal Proceedings
−Removed: 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.
+Added: 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
+Added: 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.
6 unchanged sentences
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.
−Removed: Fair Value of Contingent Consideration
−Removed: On April 2, 2015, the Company purchased 618 Market Street in Philadelphia, Pennsylvania.
−Removed: The allocated purchase price included contingent consideration of $ 2.0 million payable to the seller upon commencement of development.
−Removed: 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, 2021.
−Removed: 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.
−Removed: The significant inputs to the discounted
−Removed: cash flow model were the discount rate and weighted probability scenarios.
−Removed: 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
4 unchanged sentences
With respect to the construction loan obtained by 3025 JFK Venture on July 23, 2021, the Company has also provided a carry guarantee and limited payment guarantee up to 25 % of the principal balance of the $ 186.7 million construction loan.
+Added: The Company has also provided cost overrun and completion guarantees, as well as customary environmental indemnities, in favor of the joint venture partners, for the One Uptown Ventures.
+Added: See also Note 4, “Investment in Unconsolidated Real Estate Ventures,” for information on the guarantees in favor of the lenders on the construction loans for the One Uptown Ventures.
Impact of Natural Disasters and Casualty
6 unchanged sentences
The Company has also sustained business interruption loss of $ 3.9 million related to unpaid rent, which is also fully covered under the insurance policy.
−Removed: During the year ended December 31, 2021, the Company has received $ 15.3 million of insurance proceeds, resulting in full recovery of the costs incurred to date.
+Added: During the year ended December 31, 2021, the Company received $ 15.3 million of insurance proceeds, resulting in full recovery of the costs incurred to date.
The $ 3.0 million of insurance proceeds received in excess of the fixed asset write-off, total business interruption, and total estimated restoration cost during the year ended December 31, 2021 is included in Other income on the consolidated statement of operations.
+Added: During year ended December 31, 2022, the Company recognized a $ 0.8 million reduction of the previously estimated restoration costs and also received $ 2.8 million of additional insurance proceeds.
+Added: The reduction of the restoration costs and additional insurance proceeds are included in other income on the consolidated statement of operations.
Other Commitments or Contingencies
−Removed: Under the terms of each of the One Uptown joint venture agreements, the joint venture partner is not required to fund project costs until the closing of the applicable construction loans.
−Removed: In the event that the Company does not close on the applicable construction loan for each of the joint ventures by June 30, 2022, the joint venture partner could elect to assign its interest in the project to the Company and have no obligation to fund the project costs.
−Removed: In addition, the Company has provided cost overrun and completion guarantees, as well as customary environmental indemnities, for each of the One Uptown joint ventures.
−Removed: See Note 3, ''Real Estate Investments” for further information regarding the One Uptown joint ventures.
+Added: Under the terms of each of the One Uptown joint venture agreements, the Company has provided cost overrun and completion guarantees, as well as customary environmental indemnities, in favor of the joint venture partner, for each of the One Uptown joint ventures.
+Added: See Note 4, “Investment in Unconsolidated Real Estate Ventures” for further information.
In connection with the Schuylkill Yards Project, the Company entered into a neighborhood engagement program and, as of December 31, 2022, had $ 6.6 million of future fixed contractual obligations.
2 unchanged sentences
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 of which $ 7.2 million has been contributed by the Company as of December 31, 2022.
−Removed: 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.
+Added: As part of the Company’s September 2004 acquisition of a portfolio of properties (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.
−Removed: On October 21, 2020, the Company also acquired the
−Removed: $ 79.8 million first mortgage on the property from the third-party mortgage lender pursuant to an agreement with certain of the former owners.
+Added: 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.
6 unchanged sentences
These contracts typically provide for cancellation with insignificant or no cancellation penalties.
+Added: SUBSEQUENT EVENTS
+Added: On January 19, 2023, seven indirect wholly-owned subsidiaries of the Company entered into a term loan agreement secured by seven operating properties in the aggregate principal amount of $ 245.0 million (the “Secured Facility”).
+Added: The Secured Facility has a scheduled maturity date of February 6, 2028 and may be prepaid in full on or after March 6, 2025, subject to a prepayment premium, and may be prepaid in full on or after August 6, 2027 without any prepayment premium.
+Added: The Secured Facility bears interest at 5.875 % per year through the maturity date and is interest-only (payable monthly) through the maturity date.
+Added: The Company used the net proceeds from the term loan for general corporate purposes, including to reduce outstanding borrowings under the Company’s unsecured revolving credit facility.
+Added: On January 20, 2023, the Company redeemed in full its then outstanding 2023 Notes.
+Added: The redemption price of the 2023 Notes was approximately $ 55.2 million (approximately $ 54.3 million in principal and approximately $ 0.92 million of accrued and unpaid interest).
+Added: The aggregate redemption price of the 2023 Notes was paid by the Company from available cash balances.
Brandywine Realty Trust and Brandywine Operating Partnership, L.P.
53 unchanged sentences
Conshohocken PA 3,557 14,249 8,203 3,557 22,452 26,009 7,302 1999 2005 (c)
−Removed: Four Tower Bridge (200 Barr Harbor Drive) W.
−Removed: Conshohocken PA 6,000 14,734 402 6,000 15,136 21,136 1,650 1998 2018 (c)
+Added: 250 King of Prussia Road (e) (i) Radnor PA — 20,566 12,733 976 32,323 33,299 626 N/A 2022 (c)
Initial Cost Gross Amount Which Carried December 31, 2022
13 unchanged sentences
1505-11 Race Street Philadelphia PA 3,662 6,061 8 3,670 6,061 9,731 328 1922 2020 (c)
−Removed: 3000 Market Street (e) Philadelphia PA 18,924 13,080 16,264 18,924 29,344 48,268 504 1937 2017 (c)
−Removed: The Bulletin Building (3025 Market Street) (e) Philadelphia PA — 24,377 43,599 — 67,976 67,976 7,928 1953 2017 (c)
−Removed: 3001-3003 JFK Boulevard (f) Philadelphia PA — — 111 — 111 111 24 N/A 2018 N/A
+Added: 3000 Market Street (f) Philadelphia PA 18,924 13,080 17,349 18,924 30,429 49,353 2,608 1937 2017 (c)
+Added: The Bulletin Building (3025 Market Street) (f) Philadelphia PA — 24,377 44,081 — 68,458 68,458 11,490 1953 2017 (c)
+Added: 3001-3003 JFK Boulevard (g) Philadelphia PA — — 111 — 111 111 32 N/A 2018 N/A
METROPOLITAN WASHINGTON, D.C.
3 unchanged sentences
8521 Leesburg Pike Vienna VA 4,316 30,885 ( 1,511 ) 3,587 30,103 33,690 12,032 1984 2006 (c)
−Removed: 401-405 Colorado Street (g) Austin TX — 47,132 — — 47,132 47,132 491 2021 N/A (c)
+Added: Dabney Westwood Richmond VA 1,732 — 3,690 819 4,603 5,422 185 NA 1998 (c)
+Added: 401-405 Colorado Street (h) (i) Austin TX — 100,448 564 — 101,012 101,012 2,728 2022 N/A (c)
11501 Burnet Road - Building 1 Austin TX 3,755 22,702 4 3,755 22,706 26,461 8,876 1991 2015 (c)
23 unchanged sentences
Quarry Lake II (4516 Seton Center Parkway) Austin TX 3,970 30,546 1,174 3,867 31,823 35,690 3,611 1998 2018 (c)
−Removed: 10 Foster Avenue Gibbsboro NJ 244 971 110 244 1,081 1,325 666 1983 1997 (c)
−Removed: 7 Foster Avenue Gibbsboro NJ 231 921 31 231 952 1,183 601 1983 1997 (c)
−Removed: 2 Foster Avenue Gibbsboro NJ 185 730 11 185 741 926 741 1974 1997 (c)
−Removed: 4 Foster Avenue Gibbsboro NJ 183 726 6 183 732 915 732 1974 1997 (c)
−Removed: 1 Foster Avenue Gibbsboro NJ 93 364 8 93 372 465 372 1972 1997 (c)
−Removed: Avenue Gibbsboro NJ 21 81 2 21 83 104 83 1987 1997 (c)
−Removed: 5 Foster Avenue Gibbsboro NJ 9 32 3 9 35 44 35 1968 1997 (c)
Main Street - Plaza 1000 Voorhees NJ 2,732 10,942 284 2,732 11,226 13,958 11,054 1988 1997 (c)
26 unchanged sentences
(d) Land value represents unamortized prepaid ground lease.
−Removed: (e) Reflects original construction date.
+Added: (e) 250 King of Prussia Road was partially placed into service in 2022.
+Added: (f) Reflects original construction date.
Significant improvements were made to 3000 Market Street in 1988 and to The Bulletin Building in 2012.
−Removed: (f) Represent leasehold interests in land parcels acquired through prepaid 99-year ground leases.
+Added: (g) 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.
−Removed: (g) 401-405 Colorado Street partially placed into service in 2021.
+Added: (h) 401-405 Colorado Street was partially placed into service in 2021.
+Added: (i) Initial cost for projects undergoing development or redevelopment is the cost at end of first complete calendar year subsequent to the property being first placed into service.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.