23 unchanged sentences
Other Information
+Added: During the three months ended December 31, 2023, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
+Added: During the three months ended December 31, 2023, the Company did not adopt, terminate or modify a Rule 10b5-1 trading arrangement.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
80 unchanged sentences
4.1.4 Third Supplemental Indenture dated as of April 5, 2011 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on April 5, 2011 and incorporated herein by reference)
−Removed: 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: 4.3 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).
4.2 Form of 4.100% Guaranteed Notes due 2024 (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on September 17, 2014 and incorporated herein by reference).
1 unchanged sentence
Form of 3.950% 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: 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)
+Added: 4.6 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)
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)
19 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: 10.15 Form of Restricted Common Share Rights Award.
−Removed: (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)
−Removed: 10.16 Schedule of Non-Employee Trustee Compensation** (filed herewith)
−Removed: 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).
−Removed: 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).
+Added: 10.15 S chedule of Non-Employee Trustee Compensation** (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the year ended December 31, 202 2 and inco rporated herein by reference)
10.16 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: 10.20 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: 10.17 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 Mach 31, 2022 and incorporated herein by reference).
10.18 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)
10.19 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)
−Removed: 10.23 Form of 2023-2025 Performance Share Unit Award** (filed herewith)
−Removed: 10.24 2023-2025 Performance Share Unit Program** (filed herewith)
−Removed: 10.25 Form of 2023 Restricted Common Share Rights Award (with outperformance feature)** (filed herewith)
+Added: 10.20 Form of 2023-2025 Performance Share Unit Award** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-K for the year ended December 31, 2023 and incorporated herein by reference)
+Added: 10.21 2023-2025 Performance Share Unit Program ** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)
+Added: 10.22 Form of 2023 Restricted Common Share Rights Award (with outperformance feature)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)
10.23 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)
+Added: 10.24 Brandywine Realty Trust 2023 Long-Term Incentive Plan** (previously filed as Appendix B to Brandywine Realty Trust’s definitive Proxy Statement on Schedule 14A filed on March 31, 2023 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)
+Added: 97.1 Brandywine Realty Trust Dodd-Frank Clawback Policy, effective October 2, 2023 (filed herewith)
99.1 Material Federal Income Tax Considerations (filed herewith)
20 unchanged sentences
/s/ Daniel Palazzo
−Removed: Vice President and Chief Accounting Officer (Principal Accounting Officer) February 21, 2023
+Added: Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
+Added: February 22, 2024
Daniel Palazzo
23 unchanged sentences
/s/ Daniel Palazzo
−Removed: Vice President and Chief Accounting Officer (Principal Accounting Officer) February 21, 2023
+Added: Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
+Added: February 22, 2024
Daniel Palazzo
32 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
+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 company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
4 unchanged sentences
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.
−Removed: 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 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.
−Removed: During 2022, the Company recorded an impairment loss of $4.7 million related to real estate investments.
−Removed: The Company did not recognize an other than temporary impairment related to investments in unconsolidated real estate ventures during 2022.
+Added: Impairment Assessments of Real Estate Investments
+Added: As described in Notes 2 and 3 to the consolidated financial statements, the Company’s gross carrying value of real estate investment operating properties was $3,542 million as of December 31, 2023.
+Added: The Company recorded impairment losses of $131.6 million related to real estate investments during the year ended December 31, 2023.
Management reviews its real estate investments for impairment following the end of each quarter for each of its real estate investments where events or changes in circumstances indicate that the carrying amounts may not be recoverable.
For real estate investments, management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets.
+Added: If the recoverability analysis indicates that the carrying value of the tested real estate investment is not recoverable, the real estate investment is written down to its fair value and an impairment is recognized in the amount of the excess of the carrying amount of the asset over its fair value.
Estimated future cash flows used in such analysis are based on management’s plans for the real estate investment and its views of market economic conditions.
The estimates consider assumptions, including but not limited to market rental rates, capitalization rates, and recent sales data for comparable real estate investments.
−Removed: Management estimated the fair value of its impaired property and the related impairment loss based on a purchase and sale agreement.
−Removed: At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Company’s investments in unconsolidated real estate ventures.
−Removed: If any indicators of impairment are present, management calculates the fair value of the investment in the unconsolidated real estate venture.
−Removed: 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 (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.
+Added: Management estimated the fair value of its impaired property and the related impairment loss based on (i) purchase and sale agreements or (ii) discounted cash flow models using significant unobservable inputs, which were discount rates and residual capitalization rates.
+Added: The principal considerations for our determination that performing procedures relating to the impairment assessments of real estate investments is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of real estate investments and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to discount rates and residual capitalization rates used in developing the estimated fair value of the real estate investments based on discounted cash flow models.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: 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, (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.
−Removed: 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.
−Removed: Evaluating management’s assessment of indicators of other than temporary impairment in investments in unconsolidated real
−Removed: 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 included testing the effectiveness of controls relating to management’s impairment assessments of real estate investments, including controls over the development of the fair value estimates.
+Added: These procedures also included, among others (i) testing management’s process for developing the fair value estimates of real estate investments, (ii) evaluating the appropriateness of the discounted cash flow model used by management, (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow model;
+Added: and (iv) evaluating the reasonableness of the significant assumptions used by management related to discount rates and residual capitalization rates.
+Added: Evaluating the reasonableness of the significant assumptions used by management involved considering (i) the accuracy of the data used to derive the assumptions;
+Added: (ii) the consistency with external market and industry data;
+Added: and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
26 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
+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 company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
4 unchanged sentences
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.
−Removed: 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 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.
−Removed: During 2022, the Partnership recorded an impairment loss of $4.7 million related to real estate investments.
−Removed: The Partnership did not recognize an other than temporary impairment related to investments in unconsolidated real estate ventures during 2022.
+Added: Impairment Assessments of Real Estate Investments
+Added: As described in Notes 2 and 3 to the consolidated financial statements, the Partnership’s gross carrying value of real estate investment operating properties was $3,542 million as of December 31, 2023.
+Added: The Partnership recorded impairment losses of $131.6 million related to real estate investments during the year ended December 31, 2023.
Management reviews its real estate investments for impairment following the end of each quarter for each of its real estate investments where events or changes in circumstances indicate that the carrying amounts may not be recoverable.
For real estate investments, management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets.
+Added: If the recoverability analysis indicates that the carrying value of the tested real estate investment is not recoverable, the real estate investment is written down to its fair value and an impairment is recognized in the amount of the excess of the carrying amount of the asset over its fair value.
Estimated future cash flows used in such analysis are based on management’s plans for the real estate investment and its views of market economic conditions.
The estimates consider assumptions, including but not limited to market rental rates, capitalization rates, and recent sales data for comparable real estate investments.
−Removed: Management estimated the fair value of its impaired property and the related impairment loss based on a purchase and sale agreement.
−Removed: At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Partnership’s investments in unconsolidated real estate ventures.
−Removed: If any indicators of impairment are present, management calculates the fair value of the investment in the unconsolidated real estate venture.
−Removed: 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 (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.
+Added: Management estimated the fair value of its impaired property and the related impairment loss based on (i) purchase and sale agreements or (ii) discounted cash flow models using significant unobservable inputs, which were discount rates and residual capitalization rates.
+Added: The principal considerations for our determination that performing procedures relating to the impairment assessments of real estate investments is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of real estate investments and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to discount rates and residual capitalization rates used in developing the estimated fair value of the real estate investments based on discounted cash flow models.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: 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, (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.
−Removed: 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.
−Removed: 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.
+Added: These procedures included testing the effectiveness of controls relating to management’s impairment assessments of real estate investments, including controls over the development of the fair value estimates.
+Added: These procedures also included, among others (i) testing management’s process for developing the fair value estimates of real estate investments, (ii) evaluating the appropriateness of the discounted cash flow model used by management, (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow model;
+Added: and (iv) evaluating the reasonableness of the significant assumptions used by management related to discount rates and residual capitalization rates.
+Added: Evaluating the reasonableness of the significant assumptions used by management involved considering (i) the accuracy of the data used to derive the assumptions;
+Added: (ii) the consistency with external market and industry data;
+Added: and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
15 unchanged sentences
Total real estate investments, net 2,675,272 2,904,788
−Removed: Assets held for sale, net — 562
Cash and cash equivalents 58,319 17,551
+Added: Restricted cash and escrows 9,215 —
Accounts receivable 11,977 11,003
7 unchanged sentences
LIABILITIES AND BENEFICIARIES' EQUITY
+Added: Secured term loan, net $ 255,671 $ —
Unsecured credit facility — 88,500
46 unchanged sentences
Total gain on sale of real estate 8,947 25,684 3,045
−Removed: Operating income 119,730 93,295 400,487
+Added: Operating income (loss) ( 21,581 ) 119,730 93,295
Other income (expense):
4 unchanged sentences
Net gain on real estate venture transactions 181 26,718 2,973
−Removed: Loss on early extinguishment of debt ( 435 ) — —
−Removed: Net income before income taxes 54,047 12,413 307,102
−Removed: Income tax (provision) benefit ( 55 ) ( 47 ) 224
−Removed: Net income 53,992 12,366 307,326
−Removed: Net income attributable to noncontrolling interests ( 168 ) ( 77 ) ( 1,799 )
−Removed: Net income attributable to Brandywine Realty Trust 53,824 12,289 305,527
+Added: Gain (loss) on early extinguishment of debt 138 ( 435 ) —
+Added: Net income (loss) before income taxes ( 197,331 ) 54,047 12,413
+Added: Income tax provision ( 72 ) ( 55 ) ( 47 )
+Added: Net income (loss) ( 197,403 ) 53,992 12,366
+Added: Net (income) loss attributable to noncontrolling interests 614 ( 168 ) ( 77 )
+Added: Net income (loss) attributable to Brandywine Realty Trust ( 196,789 ) 53,824 12,289
Nonforfeitable dividends allocated to unvested restricted shareholders ( 567 ) ( 456 ) ( 421 )
−Removed: Net income attributable to Common Shareholders of Brandywine Realty Trust $ 53,368 $ 11,868 $ 305,117
−Removed: Basic income per Common Share $ 0.31 $ 0.07 $ 1.77
−Removed: Diluted income per Common Share $ 0.31 $ 0.07 $ 1.77
+Added: Net income (loss) attributable to Common Shareholders of Brandywine Realty Trust $ ( 197,356 ) $ 53,368 $ 11,868
+Added: Basic income (loss) per Common Share $ ( 1.15 ) $ 0.31 $ 0.07
+Added: Diluted income (loss) per Common Share $ ( 1.15 ) $ 0.31 $ 0.07
Basic weighted average shares outstanding 171,959,210 171,491,369 170,878,185
6 unchanged sentences
2023 2022 2021
−Removed: Net income $ 53,992 $ 12,366 $ 307,326
+Added: Net income (loss) $ ( 197,403 ) $ 53,992 $ 12,366
Comprehensive income (loss):
2 unchanged sentences
Total comprehensive income (loss) ( 4,579 ) 5,935 5,569
−Removed: Comprehensive income 59,927 17,935 302,106
−Removed: Comprehensive income attributable to noncontrolling interest ( 186 ) ( 105 ) ( 1,770 )
−Removed: Comprehensive income attributable to Brandywine Realty Trust $ 59,741 $ 17,830 $ 300,336
+Added: Comprehensive income (loss) ( 201,982 ) 59,927 17,935
+Added: Comprehensive (income) loss attributable to noncontrolling interest 628 ( 186 ) ( 105 )
+Added: Comprehensive income (loss) attributable to Brandywine Realty Trust $ ( 201,354 ) $ 59,741 $ 17,830
(1) Amounts reclassified from comprehensive income to interest expense within the Consolidated Statements of Operations.
7 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 )
7 unchanged sentences
Other comprehensive income ( 4,565 ) ( 14 ) $ ( 4,579 )
−Removed: Redemption of LP Units ( 4,006 ) ( 4,006 )
Share-based compensation activity 545,544 76,505 3 10,877 $ 10,880
11 unchanged sentences
Cash flows from operating activities:
−Removed: Net income $ 53,992 $ 12,366 $ 307,326
+Added: Net income (loss) $ ( 197,403 ) $ 53,992 $ 12,366
Adjustments to reconcile net income to net cash from operating activities:
6 unchanged sentences
Straight-line ground rent expense 799 814 918
−Removed: Provision for doubtful accounts — — 1,049
Net gain on real estate venture transactions ( 181 ) ( 26,718 ) ( 2,973 )
Total gain on sale of real estate ( 8,947 ) ( 25,684 ) ( 3,045 )
−Removed: Loss on early extinguishment of debt 435 — —
+Added: Gain (loss) on early extinguishment of debt ( 138 ) 435 —
Provision for impairment 131,573 4,663 —
Loss from unconsolidated real estate ventures, including income distributions 77,915 23,522 26,697
−Removed: Income tax provision (benefit) 55 47 ( 224 )
+Added: Income tax provision 72 55 47
Changes in assets and liabilities:
10 unchanged sentences
Proceeds from note receivable — 44,300 50,000
−Removed: Issuance of note receivable — — ( 50,000 )
Capital expenditures for tenant improvements ( 48,939 ) ( 86,774 ) ( 56,830 )
6 unchanged sentences
Leasing costs paid ( 7,879 ) ( 26,762 ) ( 19,852 )
−Removed: Net cash provided by (used in) investing activities ( 190,589 ) ( 100,315 ) 18,290
+Added: Net cash used in investing activities ( 174,912 ) ( 190,589 ) ( 100,315 )
Cash flows from financing activities:
−Removed: Repayments of mortgage notes payable — — ( 94,993 )
Proceeds from credit facility borrowings 215,000 478,000 154,000
2 unchanged sentences
Repayments of unsecured notes ( 64,164 ) ( 296,134 ) —
+Added: Proceeds from unsecured term loan 70,000 — —
+Added: Proceeds from secured term loan 245,000 — —
+Added: Proceeds from construction loan 13,824 — —
Debt financing costs paid ( 4,371 ) ( 9,875 ) —
2 unchanged sentences
Partner contributions to consolidated real estate venture — — 2,765
−Removed: Repurchase and retirement of common shares — — ( 60,000 )
Redemption of limited partnership units ( 5 ) ( 4,006 ) ( 2,334 )
1 unchanged sentence
Distributions to noncontrolling interest ( 372 ) ( 451 ) ( 687 )
−Removed: Net cash used in financing activities ( 28,631 ) ( 109,336 ) ( 288,189 )
−Removed: Decrease in cash and cash equivalents and restricted cash ( 9,913 ) ( 18,777 ) ( 44,093 )
+Added: Net cash provided by (used in) financing activities 46,786 ( 28,631 ) ( 109,336 )
+Added: Increase/(Decrease) in cash and cash equivalents and restricted cash 49,147 ( 9,913 ) ( 18,777 )
Cash and cash equivalents and restricted cash at beginning of year 18,387 28,300 47,077
18 unchanged sentences
Change in operating real estate from deconsolidation of operating properties ( 7,814 ) ( 92,009 ) ( 30,073 )
−Removed: Change in investment in real estate ventures from deconsolidation of operating properties — — ( 296,262 )
−Removed: Change in mortgage notes payable from deconsolidation of operating properties — — ( 220,271 )
Change in other assets as a result of deconsolidation of operating properties — ( 15,048 ) ( 2,688 )
15 unchanged sentences
Total real estate investments, net 2,675,272 2,904,788
−Removed: Assets held for sale, net — 562
Cash and cash equivalents 58,319 17,551
+Added: Restricted cash and escrows 9,215 —
Accounts receivable 11,977 11,003
7 unchanged sentences
LIABILITIES AND PARTNERS' EQUITY
+Added: Secured term loan, net $ 255,671 $ —
Unsecured credit facility — 88,500
42 unchanged sentences
Total gain on sale of real estate 8,947 25,684 3,045
−Removed: Operating income 119,730 93,295 400,487
+Added: Operating income (loss) ( 21,581 ) 119,730 93,295
Other income (expense):
4 unchanged sentences
Net gain on real estate venture transactions 181 26,718 2,973
−Removed: Loss on early extinguishment of debt ( 435 ) — —
−Removed: Net income before income taxes 54,047 12,413 307,102
−Removed: Income tax (provision) benefit ( 55 ) ( 47 ) 224
−Removed: Net income 53,992 12,366 307,326
−Removed: Net (income) loss attributable to noncontrolling interests - consolidated real estate ventures 2 3 ( 20 )
−Removed: Net income attributable to Brandywine Operating Partnership 53,994 12,369 307,306
+Added: Gain (loss) on early extinguishment of debt 138 ( 435 ) —
+Added: Net income (loss) before income taxes ( 197,331 ) 54,047 12,413
+Added: Income tax provision ( 72 ) ( 55 ) ( 47 )
+Added: Net income (loss) ( 197,403 ) 53,992 12,366
+Added: Net loss attributable to noncontrolling interests - consolidated real estate ventures 22 2 3
+Added: Net income (loss) attributable to Brandywine Operating Partnership ( 197,381 ) 53,994 12,369
Nonforfeitable dividends allocated to unvested restricted unitholders ( 567 ) ( 456 ) ( 421 )
−Removed: Net income attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P.
+Added: Net income (loss) attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P.
$ ( 197,948 ) $ 53,538 $ 11,948
−Removed: Basic income per Common Partnership Unit $ 0.31 $ 0.07 $ 1.77
−Removed: Diluted income per Common Partnership Unit $ 0.31 $ 0.07 $ 1.77
+Added: Basic income (loss) per Common Partnership Unit $ ( 1.15 ) $ 0.31 $ 0.07
+Added: Diluted income (loss) per Common Partnership Unit $ ( 1.15 ) $ 0.31 $ 0.07
Basic weighted average common partnership units outstanding 172,475,645 172,036,481 171,770,843
6 unchanged sentences
2023 2022 2021
−Removed: Net income $ 53,992 $ 12,366 $ 307,326
+Added: Net income (loss) $ ( 197,403 ) $ 53,992 $ 12,366
Comprehensive income (loss):
2 unchanged sentences
Total comprehensive income (loss) ( 4,579 ) 5,935 5,569
−Removed: Comprehensive income 59,927 17,935 302,106
−Removed: Comprehensive (income) loss attributable to noncontrolling interest - consolidated real estate ventures 2 3 ( 20 )
−Removed: Comprehensive income attributable to Brandywine Operating Partnership $ 59,929 $ 17,938 $ 302,086
+Added: Comprehensive income (loss) ( 201,982 ) 59,927 17,935
+Added: Comprehensive loss attributable to noncontrolling interest - consolidated real estate ventures 22 2 3
+Added: Comprehensive income (loss) attributable to Brandywine Operating Partnership $ ( 201,960 ) $ 59,929 $ 17,938
(1) Amounts reclassified from comprehensive income to interest expense within the Consolidated Statement of Operations.
8 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
6 unchanged sentences
Deferred compensation obligation ( 17,690 ) ( 108 ) $ ( 108 )
−Removed: Repurchase and retirement of LP units ( 4,006 ) ( 4,006 )
Share-based compensation activity 545,544 10,880 $ 10,880
10 unchanged sentences
Cash flows from operating activities:
−Removed: Net income $ 53,992 $ 12,366 $ 307,326
+Added: Net income (loss) $ ( 197,403 ) $ 53,992 $ 12,366
Adjustments to reconcile net income to net cash from operating activities:
6 unchanged sentences
Straight-line ground rent expense 799 814 918
−Removed: Provision for doubtful accounts — — 1,049
Net gain on real estate venture transactions ( 181 ) ( 26,718 ) ( 2,973 )
−Removed: Loss on promoted interest in unconsolidated real estate venture — — —
Total gain on sale of real estate ( 8,947 ) ( 25,684 ) ( 3,045 )
−Removed: Loss on early extinguishment of debt 435 — —
+Added: Gain (loss) on early extinguishment of debt ( 138 ) 435 —
Provision for impairment 131,573 4,663 —
Loss from unconsolidated real estate ventures, including income distributions 77,915 23,522 26,697
−Removed: Income tax provision (benefit) 55 47 ( 224 )
+Added: Income tax provision 72 55 47
Changes in assets and liabilities:
10 unchanged sentences
Proceeds from note receivable — 44,300 50,000
−Removed: Issuance of note receivable — — ( 50,000 )
Capital expenditures for tenant improvements ( 48,939 ) ( 86,774 ) ( 56,830 )
6 unchanged sentences
Leasing costs paid ( 7,879 ) ( 26,762 ) ( 19,852 )
−Removed: Net cash provided by (used in) investing activities ( 190,589 ) ( 100,315 ) 18,290
+Added: Net cash used in investing activities ( 174,912 ) ( 190,589 ) ( 100,315 )
Cash flows from financing activities:
−Removed: Repayments of mortgage notes payable — — ( 94,993 )
Proceeds from credit facility borrowings 215,000 478,000 154,000
2 unchanged sentences
Repayments of unsecured notes ( 64,164 ) ( 296,134 ) —
+Added: Proceeds from unsecured term loan 70,000 — —
+Added: Proceeds from secured term loan 245,000 — —
+Added: Proceeds from construction loan 13,824 — —
Debt financing costs paid ( 4,371 ) ( 9,875 ) —
2 unchanged sentences
Partner contributions to consolidated real estate venture — — 2,765
−Removed: Repurchase and retirement of common units — — ( 60,000 )
Redemption of limited partnership units ( 5 ) ( 4,006 ) ( 2,334 )
Distributions paid to preferred and common partnership units ( 124,627 ) ( 131,175 ) ( 130,942 )
−Removed: Net cash used in financing activities ( 28,631 ) ( 109,336 ) ( 288,189 )
−Removed: Decrease in cash and cash equivalents and restricted cash ( 9,913 ) ( 18,777 ) ( 44,093 )
+Added: Net cash provided by (used in) financing activities 46,786 ( 28,631 ) ( 109,336 )
+Added: Increase/(Decrease) in cash and cash equivalents and restricted cash 49,147 ( 9,913 ) ( 18,777 )
Cash and cash equivalents and restricted cash at beginning of year 18,387 28,300 47,077
18 unchanged sentences
Change in operating real estate from deconsolidation of operating properties ( 7,814 ) ( 92,009 ) ( 30,073 )
−Removed: Change in investment in real estate ventures from deconsolidation of operating properties — — ( 296,262 )
−Removed: Change in mortgage notes payable from deconsolidation of operating properties — — ( 220,271 )
Change in other assets as a result of deconsolidation of operating properties — ( 15,048 ) ( 2,688 )
17 unchanged sentences
Development property 2 144,685
−Removed: Redevelopment properties 3 436,659
+Added: Recently completed - not stabilized property 1 168,294
The Properties 72 13,011,094
5 unchanged sentences
Austin, Texas;
−Removed: Metropolitan Washington, D.C.;
+Added: Washington, D.C.;
Southern New Jersey;
11 unchanged sentences
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: Change in Depreciable Lives of Real Estate Investments
−Removed: In accordance with its policy, the Company reviews the estimated useful lives of its real estate investments on an ongoing basis.
−Removed: 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.
−Removed: The estimated useful lives of these properties were decreased from approximately 35 to approximately 12 coinciding with the remaining terms of in-place leases.
−Removed: 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, 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.
+Added: As of December 31, 2023 and 2022, the Company included in its consolidated balance sheets consolidated VIEs having total assets of $ 34.4 million and $ 47.3 million, respectively, and total liabilities of $ 21.5 million and $ 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.
47 unchanged sentences
Construction-in-progress also includes costs related to ongoing tenant improvement projects.
−Removed: In addition, interest, real estate taxes, and other expenses that are directly associated with the Company’s development or redevelopment activities are capitalized beginning when activities necessary to ready the asset for its intended use are in progress and capital expenditures have been made and ending when the property is placed in service.
+Added: In addition, interest, real estate taxes, and other expenses that are directly associated with the Company’s
+Added: development or redevelopment activities are capitalized beginning when activities necessary to ready the asset for its intended use are in progress and capital expenditures have been made and ending when the property is placed in service.
Interest expense is capitalized using the Company’s weighted average interest rate.
21 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.
−Removed: Future cash flows are discounted when
−Removed: determining fair value of an asset.
+Added: Future cash flows are discounted when determining fair value of an asset.
Most of these assumptions are influenced by our direct experience with the real estate investments and their markets as well as market data obtained from real estate leasing and brokerage firms.
2 unchanged sentences
When a real estate investment is designated as held for sale, the Company stops depreciating the real estate investment and estimates the real estate investment’s fair value, net of selling costs.
−Removed: If the determination is made that the estimated fair value, net of selling costs, is less than the net carrying value of the real estate investment, an impairment is recognized, reducing the net carrying value of the real estate investment to estimated fair value less selling costs.
+Added: If the determination is made that the estimated fair value, net of selling costs, is less than the net carrying value of the real estate investment, an
+Added: impairment is recognized, reducing the net carrying value of the real estate investment to estimated fair value less selling costs.
For periods in which a real estate investment is classified as held for sale, the Company classifies the assets and liabilities, as applicable, of the real estate investment as held for sale on the consolidated balance sheet for such periods.
9 unchanged sentences
As such, available cash balances are appropriately reflected as cash and cash equivalents on the consolidated balance sheets.
−Removed: Restricted Cash
−Removed: Restricted cash consists of cash held as collateral to provide credit enhancement for the Company’s mortgage debt, cash for property taxes, capital expenditures and tenant improvements.
+Added: Restricted Cash and Escrows
+Added: Restricted cash and escrows primarily consists of security deposits held on behalf of our tenants, interest reserves, as well as capital improvement and real estate tax escrows required under certain loan agreements.
Restricted cash also includes cash held by qualified intermediaries for possible investments in like-kind exchanges in accordance with Section 1031 of the Internal Revenue Code in connection with sales of the Company’s properties.
−Removed: Restricted cash is included in “Other assets” in the consolidated balance sheets.
Accounts Receivable and Accrued Rent Receivable
14 unchanged sentences
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.
−Removed: To the extent that an other than temporary impairment has occurred, an impairment charge is recorded in the amount of the excess of the carrying amount of the investment over the estimated fair value.
+Added: To the extent that an other than temporary impairment has occurred, an impairment charge is recorded in the
+Added: amount of the excess of the carrying amount of the investment over the estimated fair value.
Management is required to make significant judgments about the estimated fair value of its investments to determine if an impairment exists.
−Removed: Fair value is generally determined through income valuation approaches, including discounted cash flows and direct capitalization models.
+Added: Fair value is generally determined through income valuation approaches, including discounted cash flows and direct capitalization models or a sales comparison approach.
When the Company acquires an interest in or contributes assets to a real estate venture project, the difference between the Company’s cost basis in the investment and the value of the real estate venture or asset contributed is amortized over the life of the related assets, intangibles, and liabilities and such adjustment is included in the Company’s share of equity in income of unconsolidated real estate ventures.
70 unchanged sentences
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, 2023 (in thousands):
−Removed: Philadelphia CBD Pennsylvania Suburbs Austin, Texas Metropolitan Washington, D.C.
−Removed: Other Corporate (a) Total
+Added: Philadelphia CBD Pennsylvania Suburbs Austin, Texas Other Corporate (a) Total
Fixed rent $ 159,732 $ 118,856 $ 63,209 $ 32,167 $ ( 1,895 ) $ 372,069
7 unchanged sentences
Total revenue $ 230,933 $ 129,300 $ 95,505 $ 39,306 $ 19,607 $ 514,651
+Added: (a) Corporate includes intercompany eliminations necessary to reconcile to consolidated Company totals.
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):
−Removed: Philadelphia CBD Pennsylvania Suburbs Austin, Texas Metropolitan Washington, D.C.
−Removed: Other Corporate (a) Total
+Added: Philadelphia CBD Pennsylvania Suburbs Austin, Texas Other Corporate (a) Total
Fixed rent $ 151,034 $ 116,926 $ 60,831 $ 26,491 $ ( 1,895 ) $ 353,387
7 unchanged sentences
Total revenue $ 220,875 $ 128,940 $ 96,329 $ 36,610 $ 23,346 $ 506,100
+Added: (a) Corporate includes intercompany eliminations necessary to reconcile to consolidated Company totals.
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, 2021 (in thousands):
−Removed: Philadelphia CBD Pennsylvania Suburbs Austin, Texas Metropolitan Washington, D.C.
−Removed: Other Corporate (a) Total
+Added: Philadelphia CBD Pennsylvania Suburbs Austin, Texas Other Corporate (a) Total
Fixed rent $ 149,441 $ 113,748 $ 62,545 $ 20,430 $ ( 2,240 ) $ 343,924
9 unchanged sentences
Parent Company
−Removed: The Parent Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”).
+Added: The Parent Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code.
In order to continue to qualify as a REIT, the Parent Company is required to, among other things, distribute at least 90% of its annual REIT taxable income to its shareholders and meet certain tests regarding the nature of its income and assets.
20 unchanged sentences
The tax basis of the Operating Partnership’s assets was $ 3.0 billion and $ 3.2 billion for the years ended December 31, 2023 and December 31, 2022, respectively.
−Removed: The Operating Partnership may elect to treat a subsidiary as a REIT under Sections 856 through 860 of the Code, if applicable.
−Removed: Each subsidiary REIT would be required to meet the requirements for treatment as a REIT under Sections 856 through 860 of the Code.
+Added: The Operating Partnership may elect to treat a subsidiary as a REIT under Sections 856 through 860 of the Internal Revenue Code, if applicable.
+Added: Each subsidiary REIT would be required to meet the requirements for treatment as a REIT under Sections 856 through 860 of the Internal Revenue Code.
If a subsidiary REIT fails to qualify as a REIT in any taxable year, that subsidiary REIT would be subject to federal and state income taxes and would not be able to qualify as a REIT for the four subsequent taxable years.
10 unchanged sentences
Share-Based Compensation Plans
−Removed: The Parent Company maintains a shareholder-approved equity-incentive plan known as the Amended and Restated 1997 Long-Term Incentive Plan (the “1997 Plan”).
−Removed: The 1997 Plan is administered by the Compensation Committee of the Parent Company’s Board of Trustees.
−Removed: Under the 1997 Plan, the Compensation Committee is authorized to award equity and equity-based awards, including incentive stock options, non-qualified stock options, restricted share rights and performance-based share units.
+Added: The Parent Company maintains a shareholder-approved equity-incentive plan known as the 2023 Long-Term Incentive Plan (the "2023 Plan"), which replaced the Parent Company's Amended and Restated 1997 Long-Term Incentive Plan (the “1997 Plan”) and collectively with the 2023 Plan, the Incentive Plans").
+Added: The Incentive Plans are administered by the Compensation Committee of the Parent Company’s Board of Trustees (the "Compensation Committee").
+Added: Under the 2023 Plan, the Compensation Committee is authorized to award equity and equity-based awards, including incentive stock options, non-qualified stock options, restricted share units and performance-based restricted share units (and previously made such awards under the 1997 Plan).
The Company's share-based employee compensation plan is described more fully in Note 15 “Share-Based Compensation, 401(k) Plan and Deferred Compensation.”
25 unchanged sentences
The fair value assigned to the long-lived assets and equity method investments for which there was impairment recorded utilize Level 3 inputs .
−Removed: Risks and Uncertainties - COVID-19
−Removed: 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.
−Removed: 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.
−Removed: Moreover, there is significant uncertainty related to the COVID-19 pandemic's impact on the U.S.
−Removed: economy and consumer confidence.
−Removed: 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 future developments, many of which are highly uncertain and cannot be predicted.
−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
−Removed: Company's ability to lease vacant space, and the Company's ability to complete development and redevelopment projects.
−Removed: These consequences, in turn, could materially impact the Company's results of operations.
Recent Accounting Pronouncements
−Removed: In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting.
+Added: In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting.
The amendments provide practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.
1 unchanged sentence
The guidance may be elected over time as reference rate reform activities occur.
−Removed: The Company continues to evaluate the impact of the guidance and may apply elections as applicable as additional changes in the market occur.
+Added: The implementation of this standard did not have a material impact on the Company.
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.
2 unchanged sentences
See Note 9, “Debt Obligations” for further information regarding our remaining LIBOR-indexed obligations.
+Added: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280).
+Added: The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods.
+Added: The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280.
+Added: The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
+Added: Early adoption is permitted and companies are required to apply the ASU retrospectively to all periods presented.
+Added: The Company is currently evaluating the impact that the adoption of this standard will have on its financial statements and related disclosures.
REAL ESTATE INVESTMENTS
16 unchanged sentences
Property/Portfolio Name Acquisition Date Location Property Type Rentable Square Feet/Acres Purchase Price
+Added: 165 King of Prussia Road
+Added: October 27, 2023 Radnor, PA
+Added: 2022 Acquisitions
+Added: Property/Portfolio Name Acquisition Date Location Property Type Rentable Square Feet/Acres Purchase Price
631 Park Avenue January 21, 2022 King of Prussia, PA Land 3.3 acres $ 3,650
6 unchanged sentences
During the year ended December 31, 2021, the Company did not acquire any properties from a third party.
−Removed: 2020 Acquisitions
−Removed: The following table summarizes the property acquisitions during the year ended December 31, 2020 (dollars in thousands):
−Removed: Property/Portfolio Name Acquisition Date Location Property Type Rentable Square Feet/Acres Purchase Price (a)
−Removed: 155 King of Prussia Road February 27, 2020 Radnor, PA Land 7.75 acres
−Removed: 1505-11 Race Street November 5, 2020 Philadelphia, PA Office 119,763 $ 9,700
−Removed: 250 King of Prussia Road (b) November 30, 2020 Radnor, PA Office 169,843 $ 20,250
−Removed: (a) Exclusive of transaction costs and price adjustments.
−Removed: See purchase price allocation table below for a breakout of the net purchase price for wholly owned properties.
−Removed: (b) This property was placed into redevelopment and is therefore included within Construction-in-progress on the consolidated balance sheets.
−Removed: The Company accounted for the acquisition of 1501-11 Race Street as an asset acquisition and therefore capitalized $ 0.3 million of acquisition related costs.
−Removed: The Company utilized a number of sources in making estimates of fair value (including comparative sales transactions and market leasing assumptions) for purposes of allocating the purchase price to tangible and intangible assets acquired The acquisition values have been allocated as follows (in thousands):
−Removed: 1505-11 Race Street
−Removed: Building, land and improvements $ 9,723
−Removed: Intangible assets acquired 2,422
−Removed: Below market lease liabilities assumed ( 2,193 )
−Removed: Total unencumbered acquisition value 9,952
−Removed: Amortization period of intangible assets 1.5 years
−Removed: Amortization period of below market liabilities assumed 1.5 years
The following table summarizes the property dispositions during the years ended December 31, 2023, 2022 and 2021 (dollars in thousands):
Property/Portfolio Name Disposition Date Location Property Type Rentable Square Feet/Acres Sales Price Gain/(Loss) on Sale (a)
+Added: December 27, 2023 Richmond, VA
+Added: 11.6 acres $ 1,600 $ 430
+Added: December 7, 2023 Philadelphia, PA
+Added: Land Purchase Option
+Added: 50.0 acres $ 9,641 $ 3,960
+Added: 8521 Leesburg Pike (f)
+Added: December 1, 2023 Vienna, VA
+Added: Office 150,897 $ 11,000 $ —
+Added: Radnor Chester Road
+Added: October 31, 2023 Radnor, PA
+Added: 17,884 $ 14,200 $ 7,735
+Added: Three Barton Skyway (f)
+Added: August 4, 2023 Austin, TX Office 173,302 $ 53,250 $ —
200 Barr Harbor Drive November 22, 2022 West Conshohocken, PA Office 86,000 $ 30,500 $ 8,740
−Removed: 11501 Burnett Road (h) July 29, 2022 Austin, TX Land 4.7 acres $ 32,513 $ 8,340
−Removed: 3151 Market Street (g) July 14, 2022 Philadelphia, PA Leasehold Interest 0.8 acres $ 30,394 $ 2,583
−Removed: Gibbsboro Portfolio (f) June 28, 2022 Gibbsboro, NJ Office/Land 42,809 / 4.0 acres
+Added: 11501 Burnett Road (d)
+Added: July 29, 2022 Austin, TX Land 4.7 acres $ 32,513 $ 8,340
+Added: 3151 Market Street (c) July 14, 2022 Philadelphia, PA Leasehold Interest 0.8 acres $ 30,394 $ 2,583
+Added: Gibbsboro Portfolio (b)
+Added: June 28, 2022 Gibbsboro, NJ Office/Land 42,809 / 4.0 acres
$ 4,100 $ 831
4 unchanged sentences
2100-2200 Lenox Drive July 6, 2021 Lawrenceville, NJ Land 35.2 acres $ 8,900 $ 842
−Removed: 3025 JFK Boulevard February 2, 2021 Philadelphia, PA Leasehold Interest 1.0 acre $ 34,800 $ 2,000
−Removed: Mid-Atlantic Office Portfolio (b) (d) December 21, 2020 Various Office 1,128,645 $ 192,943 $ 15,164
−Removed: One and Two Commerce Square (c) July 21, 2020 Philadelphia, PA Office 1,896,142 $ 115,000 $ 271,905
−Removed: Keith Valley June 15, 2020 Horsham, PA Land 14.0 Acres
−Removed: $ 4,000 $ 201
−Removed: 52 East Swedesford Road March 19, 2020 Malvern, PA Office 131,077 $ 18,000 $ 2,336
+Added: 3025 JFK Boulevard February 2, 2021 Philadelphia, PA Leasehold Interest 1.0 acres $ 34,800 $ 2,000
(a) Gain/(Loss) on Sale is net of closing and other transaction related costs.
−Removed: (b) The Company sold a 60 % equity interest in a portfolio of twelve suburban office properties containing an aggregate of 1.1 million square feet (“Mid-Atlantic Office Portfolio”), nine of which are located in the Pennsylvania suburbs and three of which are located in Maryland, to an unrelated third party for a gross sales price of $ 192.9 million.
−Removed: The transaction resulted in deconsolidation of the properties and formation of PA/MD NNN Office JV, LLC (“Mid-Atlantic Office JV”).
−Removed: The Company recorded its investment at fair value and recognized a gain of $ 15.2 million in “Net gain on disposition of real estate” on the consolidated statements of operations.
−Removed: See Note 4 “Investment in Unconsolidated Real Estate Ventures,” for further information.
−Removed: (c) The Company sold a 30 % preferred equity interest in two office buildings located in Philadelphia, Pennsylvania, to an unrelated third party for $ 115.0 million (the “Commerce Square Venture Transaction”), which resulted in deconsolidation of the properties and formation of Brandywine Commerce I LP and Brandywine Commerce II LP (collectively, the “Commerce Square Venture”).
−Removed: The transaction valued the properties at $ 600.0 million.
−Removed: The Company recorded its investment at fair value and recognized a gain of $ 271.9 million in “Net gain on disposition of real estate” on the consolidated statements of operations.
−Removed: See Note 4 “Investment in Unconsolidated Real Estate Ventures,” for further information.
−Removed: (d) The sales price includes $ 4.1 million of variable consideration held in escrow that will be released to the Company over a six to nine month holdback period if certain tenants remain in compliance with certain payment terms of their lease agreements.
−Removed: The Company estimated the amount of the variable consideration that it deemed probable of collection and included such amount in the transaction price.
−Removed: The amount estimated as probable of collection was received during 2021.
−Removed: 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.
−Removed: (e) On September 30, 2022, the Company recognized $ 0.4 million of additional gain on disposition of real estate.
−Removed: (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.
−Removed: (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: (b) 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: (c) 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.
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”).
1 unchanged sentence
See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.
−Removed: (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: (d) 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.
The project is part of the Uptown ATX master development.
3 unchanged sentences
See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.
+Added: (e) On September 30, 2022, the Company recognized $ 0.4 million of additional gain on disposition of real estate.
+Added: (f) Recognized a provision for impairment of $ 16.7 million on the property prior to the sales.
3025 JFK Venture
7 unchanged sentences
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.
−Removed: 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's initial deemed contribution in the project was $ 30.4 million and the transaction
+Added: 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”).
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.
See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.
−Removed: 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.
−Removed: 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.
+Added: During the first quarter of 2023, the Company deconsolidated $ 7.8 million recorded in “Prepaid leasehold interests in land held for development, net” on the consolidated balance sheets.
+Added: This deconsolidation reflects the Company’s contribution, in January 2023, of 200,000 square feet of buildable floor to area ratio (“FAR”) to the Company’s unconsolidated real estate venture, referred to in Note 4 below as the 3151 Market Street Venture, for use by this unconsolidated real estate venture in the development of 3151 Market Street.
+Added: Upon contribution at fair market value, the Company recognized a gain, net of transaction costs, of $ 0.8 million in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations.
Held for Use Impairment
−Removed: 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: For the year ended December 31, 2023, the Company recorded aggregate impairment charges of $ 103.2 million on three properties within the Company’s Metropolitan Washington, D.C.
+Added: area in the Company's Other segment.
+Added: These impairments resulted from the shortened hold period assumptions for the assets as a result of the Company's plan to exit these markets as conditions permit and it was determined that the carrying value exceeded the Company's estimated fair value of the properties.
+Added: The estimated fair value is considered Level 3 in accordance with ASC 820 and was determined by estimating discounted cash flows using significant unobservable inputs, which were the discount rate of 10.00 % and residual capitalization rate of 8.50 %.
+Added: During the year ended December 31, 2023, the Company recognized impairment losses totaling $ 11.7 million on properties located in the Pennsylvania Suburbs segment.
+Added: The estimated fair value is considered Level 3 in accordance with ASC 820 and was based upon an executed purchase and sale agreement as of September 30, 2023 that was not completed as of December 31, 2023 due to the termination of the purchase and sale agreement.
+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 Other segment.
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
−Removed: As of December 31, 2022, the Company had no assets held for sale.
+Added: As of December 31, 2023 and 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.
−Removed: 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.
−Removed: 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
12 unchanged sentences
The Company’s investment in the unconsolidated real estate ventures as of December 31, 2023 and 2022, and the Company’s share of the unconsolidated real estate ventures’ income (loss) for the years ended December 31, 2023, 2022, and 2021 was as follows (in thousands):
−Removed: Ownership Percentage Carrying Amount Company's Share of unconsolidated real estate venture Income (Loss) Unconsolidated Real Estate Venture Debt at 100%, gross
+Added: Ownership Percentage Carrying Amount Company's unconsolidated real estate venture Income (Loss)
+Added: Unconsolidated Real Estate Venture Debt at 100%, gross
2023 2022 2023 2022 2021 2023 2022
2 unchanged sentences
$ 272,216 $ 238,105 $ ( 18,791 ) $ ( 12,128 ) $ ( 15,501 ) $ 220,000 $ 206,737
−Removed: Mid-Atlantic Office Venture 40 % (a)
+Added: Mid-Atlantic Office Venture (e)
— 31,005 ( 26,448 ) 412 932 132,770 128,904
−Removed: Brandywine - AI Venture LLC 50 % — — — ( 721 ) 185 — —
Herndon Innovation Center Metro Portfolio Venture, LLC 15 % 3,518 15,304 ( 11,854 ) ( 536 ) ( 174 ) 233,443 207,302
4 unchanged sentences
1919 Venture (d) 50 % — — — 1,392 427 — —
+Added: Brandywine - AI Venture LLC 50 % — — — — ( 721 ) — —
Development Properties
12 unchanged sentences
See “1919 Venture” sections for more information on the disposal.
+Added: (e) On January 9, 2024 the real estate venture’s secured mortgage loan matured.
+Added: The real estate venture is in active discussions, including with the mortgage lender, as to a potential extension of the loan or other restructuring of the venture.
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, 2023 and December 31, 2022 (in thousands):
19 unchanged sentences
Company's share of net loss $ ( 39,637 ) $ ( 21,594 ) $ ( 25,972 )
+Added: Other-than-temporary impairment (a) ( 37,176 ) — —
Basis adjustments and other ( 1,102 ) ( 422 ) ( 725 )
Equity in loss of unconsolidated real estate ventures $ ( 77,915 ) $ ( 22,016 ) $ ( 26,697 )
+Added: (a) Represents other-than-temporary impairment on investment in unconsolidated joint venture due to a decline in fair value below the carrying value of our investments in the unconsolidated joint venture for the year ended December 31, 2023.
As of December 31, 2023, the aggregate principal payments of the unconsolidated real estate ventures recourse and non-recourse debt payable to third-parties are as follows (in thousands):
2 unchanged sentences
Net deferred financing costs ( 4,901 )
−Removed: Net original issue premium 271
Outstanding indebtedness $ 1,407,858
1 unchanged sentence
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.
−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 space (through the “ office ” joint venture) and 341 apartment residences and a public park (through the “ multifamily ” joint venture) and a six-
−Removed: story parking garage to be shared by the two joint ventures.
+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
+Added: “ 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.
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.
9 unchanged sentences
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: During the twelve months ended December 31, 2023, the Company contributed $ 10.8 million to the One Uptown - Office Venture, increasing the Company's aggregate investment balance to $ 47.0 million at December 31, 2023 and increasing the Company's equity ownership from 50 % to 57 %.
+Added: The contribution was used to pay interest on the One Uptown - Office Venture construction loan and arose from higher than budgeted interest carry costs.
3151 Market Street Venture
4 unchanged sentences
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: During the twelve months ended December 31, 2023, the Company contributed $ 15.4 million to the 3151 Market Street Venture, increasing the Company's aggregate investment balance to $ 90.6 million at December 31, 2023 and increasing the Company's equity ownership from 58 % to 64 %.
+Added: The contribution was used to pay interest on the 3151 Market Street Venture construction loan and arose from higher than budgeted interest carry costs.
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.
1 unchanged sentence
On the closing date, Cira Square Venture obtained $ 257.7 million of third-party debt financing secured by the property.
−Removed: 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: The loan bears interest at 3.50 % over one-month term SOFR per annum capped at a total maximum interest rate of 6.75 % per annum, and matures in March 2024.
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.
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.
−Removed: 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.
+Added: Based upon each member's substantive participating rights over the activities of
+Added: 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
−Removed: 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 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.
−Removed: Effective January 3, 2023, this debt is swapped to a fixed rate of 5.70 % through the maturity of the loan.
+Added: Effective January 3, 2023, this debt was swapped to a fixed rate of 5.71 % through the maturity of the loan.
Brandywine - AI Venture
6 unchanged sentences
The Company recorded an $ 3.0 million gain within the caption “Net gain on real estate venture transactions” within its consolidated statements of operations for the year ended December 31, 2021 upon liquidation of the venture.
−Removed: During 2019, BDN - AI Venture recorded a $ 5.6 million held for use impairment charge related to 3141 Fairview Park Drive.
−Removed: The Company’s share of the impairment charge was $ 2.8 million which is reflected in “Equity in loss of unconsolidated real estate ventures” in the consolidated statements of operations for the year ended December 31, 2019.
−Removed: The impairment was measured based on an appraisal of the property performed by a third party.
−Removed: The Company determined that its investment in the real estate venture was not impaired as the Company's share of the distributable cash was in excess of the Company's basis in the real estate venture.
−Removed: During 2019, BDN - AI Venture transferred an office building located in Falls Church, Virginia containing 180,659 rentable square feet to the mortgage lender in full satisfaction of the lender’s outstanding $ 26.0 million mortgage loan.
−Removed: The mortgage loan was nonrecourse to the Company.
−Removed: The Company recognized its $ 2.2 million share of the gain on debt forgiveness in “Net gain on real estate venture transactions” in the consolidated statements of operations for the year ended December 31, 2019.
3025 JFK Venture
6 unchanged sentences
The remaining project costs will be funded by the joint venture partner and the construction loan.
+Added: During the twelve months ended December 31, 2023, the Company contributed $ 7.1 million to the 3025 JFK Venture increasing Company's equity ownership from 55 % to 58 %.
+Added: Utilizing the proceeds from the contribution, the 3025 JFK Venture entered into an interest rate cap agreement to help mitigate the interest rate volatility associated with the variable interest rate on the 3025 JFK Venture's construction loan, which is scheduled to mature in July 2025.
+Added: The interest rate cap has an initial notional value of $ 148.0 million which has accreted up to $ 187.0 million following the projected draw schedule.
+Added: The strike rate of the interest rate cap is 3.00 % and the stated interest rate of the construction loan is SOFR + 3.6 %.
+Added: With the interest rate cap in-place, the maximum interest rate due by the 3025 JFK Venture is 6.60 %.
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.
−Removed: Based upon each member’s shared power over the activities of 3025 JFK Venture under the operating and related agreements, and the Company’s lack of control over the development and construction phases of the project, 3025 JFK Venture is accounted for under the equity method of accounting.
+Added: Based upon each member’s shared power over the activities of 3025 JFK Venture under the operating and related agreements, and the
+Added: Company’s lack of control over the development and construction phases of the project, 3025 JFK Venture is accounted for under the equity method of accounting.
Mid-Atlantic Office JV
−Removed: 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
−Removed: common equity), for a combined approximately 40 % equity interest in the venture.
+Added: 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 Company's former Metropolitan Washington, D.C.
+Added: segment, to the Mid-Atlantic Office JV, for a gross sales price of $ 192.9 million.
+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 common equity), for a combined approximately 40 % equity interest in the venture.
On the closing date, Mid-Atlantic Office JV also obtained $ 147.4 million of third-party debt financing secured by the twelve properties within the venture, with an initial advance of $ 120.8 million.
The remaining funds available under the loan are $ 18.5 million.
−Removed: The loan bears interest at LIBOR + 3.15 % capped at a total maximum interest rate of 5.7 % and matures on January 9, 2024.
+Added: The loan bears interest at LIBOR + 3.15 % capped at a total maximum interest rate of 5.7 % and matured on January 9, 2024.
+Added: The real estate venture is in discussions, including with the mortgage lender as to a potential extension of the loan or other restructuring of the venture.
+Added: As of December 31, 2023, our investment in the Mid-Atlantic Office JV was zero, and we have discontinued applying the equity method of accounting on these assets as we have not guaranteed their obligations or otherwise committed to providing financial support.
Commerce Square Venture
−Removed: On July 21, 2020, the Company sold a 30 % preferred equity interest in the entities that own One Commerce Square and Two Commerce Square, two office properties containing 1,896,142 square feet in Philadelphia, Pennsylvania.
−Removed: After the transaction, the Company owns approximately 32 % of the equity interest in Commerce Square Venture through preferred equity interest holdings and approximately 38 % of the equity interest in Commerce Square Venture as the sole common equity holder, for a combined approximately 70 % equity interest in the venture.
−Removed: The properties held by the venture remain encumbered by the existing mortgages.
+Added: The properties held by the venture are encumbered by existing mortgages that were set to expire on April 5, 2023.
+Added: The lender of the mortgages provided the venture with a two month extension until June 5, 2023.
+Added: On June 2, 2023, the mortgages were refinanced through a secured loan facility.
+Added: The secured loan totals $ 220.0 million and bears an all-in fixed interest rate of 7.79 % which matures in June 2028.
+Added: In connection with the refinancing, the Company contributed $ 46.5 million to the Commerce Square Venture in exchange for an additional 8 % equity interest in the venture.
Herndon Innovation Center Metro Portfolio Venture, LLC
−Removed: The Herndon Innovation Center Metro Portfolio Venture, LLC (“Herndon Innovation Center”) consists of eight properties containing an aggregate of 1,293,197 square feet, located in the Metropolitan Washington, D.C.
+Added: The Herndon Innovation Center Metro Portfolio Venture, LLC (“Herndon Innovation Center”) consists of eight properties containing an aggregate of 1,293,197 square feet, located in the Company's former Metropolitan Washington, D.C.
The Company and its partner own 15 % and 85 % interests in the Herndon Innovation Center, respectively.
+Added: The properties held by the venture are encumbered by a $ 233.4 million secured mortgage loan that is scheduled to mature in March 2024 and is nonrecourse to the Company.
+Added: The Company and its partners are in active discussions, including with the mortgage lender, as to a potential extension of the loan or other restructuring on the venture.
+Added: At present, there can be no assurance as to the outcome of these discussions.
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.
+Added: The mortgage loan had an original maturity date of August 1, 2023.
+Added: The lender provided the MAP Venture with three successive two-month extensions until February 27, 2024.
+Added: At December 31, 2023, the mortgage balance was $ 179.8 million.
+Added: The Company and its partner are actively working to recapitalize the MAP Venture and the mortgage debt prior to maturity, but there can be no assurances that the debt will be satisfied or additional extension options will be provided by the existing lender.
+Added: At December 31, 2023, the Company's negative investment balance was $ 48.7 million.
+Added: The Company has no obligation to fund additional equity to the MAP Venture.
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.
5 unchanged sentences
On December 31, 2020, the Company invested $ 50.0 million in exchange for a preferred equity interest in a single-purpose entity that owned two stabilized office buildings located in Austin, Texas.
−Removed: The Company accounted for this mandatorily redeemable investment as a note receivable, which was included within “Other assets” on the consolidated balance sheets.The preferred equity interest accrued a 9.0 % annual return, compounded and paid monthly.
+Added: The Company accounted for this mandatorily redeemable investment as a note receivable, which was included within “Other assets” on the consolidated balance sheets.
+Added: The preferred equity interest accrued a 9.0 % annual return, compounded and paid monthly.
The investment was required to be redeemed no later than December 31, 2023 (subject to a one-year extension option).
On September 3, 2021, the $ 50.0 million investment was redeemed prior to maturity.
−Removed: As a result, the Company recognized an incremental $ 2.8 million of income on early redemption related to its accelerated minimum return and exit fees paid in cash on the redemption date during the three months ended September 30, 2021, which is included in “Interest and investment income” on the consolidated statements of operations.
1919 Venture Note Receivable
74 unchanged sentences
2026 1,093 739
−Removed: 2026 1,094 739
Thereafter 2,177 4,576
4 unchanged sentences
Interest Rate Maturity
+Added: $ 245.0 M 5.88 % Secured Term Loan due 2028
+Added: $ 245,000 $ — 5.88 % February 2028
+Added: $ 50.0 M Construction Loan due 2026
+Added: 13,824 — SOFR + 2.50 %
+Added: Principal balance outstanding 258,824 —
+Added: deferred financing costs ( 3,153 ) —
+Added: Total Secured indebtedness $ 255,671 $ —
UNSECURED DEBT
1 unchanged sentence
$ — $ 88,500 SOFR + 1.15 %
−Removed: Unsecured Term Loan 250,000 250,000 SOFR + 1.30 %
June 2026 (a)
−Removed: $ 350.0 M 3.95 % Guaranteed Notes due 2023
−Removed: 54,301 350,000 3.87 % February 2023 (b)
+Added: Term Loan - Swapped to fixed 250,000 250,000 SOFR + 1.30 %
+Added: June 2027 (b)
+Added: $ 70.0 million Term Loan
+Added: 70,000 — SOFR + 1.85 %
+Added: February 2024 (a)(c)
$ 350.0 M 3.95 % Guaranteed Notes due 2023
+Added: — 54,301 3.87 % February 2023 (d)
+Added: $ 350.0 M 4.10 % Guaranteed Notes due 2024 (e)
340,000 350,000 3.78 % October 2024
2 unchanged sentences
$ 350.0 M 7.55 % Guaranteed Notes due 2028
−Removed: 350,000 — 7.73 % March 2028
+Added: 350,000 350,000 7.98 % (f)
$ 350.0 M 4.55 % Guaranteed Notes due 2029
350,000 350,000 4.30 % October 2029
−Removed: Indenture IA (Preferred Trust I) 27,062 27,062 LIBOR + 1.25 %
−Removed: Indenture IB (Preferred Trust I) 25,774 25,774 LIBOR + 1.25 %
−Removed: Indenture II (Preferred Trust II) 25,774 25,774 LIBOR + 1.25 %
+Added: Indenture IA (Preferred Trust I) 27,062 27,062 SOFR + 1.51 %
+Added: Indenture IB (Preferred Trust I) 25,774 25,774 SOFR + 1.51 %
+Added: Indenture II (Preferred Trust II) 25,774 25,774 SOFR + 1.51 %
Principal balance outstanding 1,888,610 1,971,411
2 unchanged sentences
Total unsecured indebtedness $ 1,883,161 $ 1,965,038
−Removed: (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: (a) Spread includes a 10 basis point daily SOFR adjustment.
+Added: (b) 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.
The effective date of the swap is January 31, 2023.
−Removed: (b) Remaining balance was redeemed on January 20, 2023.
+Added: (c) The maturity date of the Unsecured Term Loan is subject to a 12 month optional extension.
+Added: The Company executed the 12 month extension through February 2025 .
+Added: (d) On January 20, 2023, the Company redeemed in full its then outstanding 3.95 % Guaranteed Notes due 2023 (the “ 2023 Notes ” ).
+Added: The redemption price of the 2023 Notes was approximately $ 55.2 (approximately $ 54.3 million in principal and approximately $ 0.92 million of accrued and unpaid interest).
+Added: (e) On December 22, 2023, the Company repurchased $ 10.0 million of its outstanding $ 350 million Notes due 2023 ahead of its scheduled maturity at a price of 98.6 % and paid accrued interest of $ 0.1 million.
+Added: As a result of the repurchase the Company recorded a gain from the early extinguishment of debt of $ 0.1 million.
+Added: (f) The note includes an interest rate adjustment provision whereby the interest rate payable on the notes is subject to an 25 basis point adjustment if either Moody's or S&P downgrades (or subsequently upgrades) its rating assigned to the 2028 Notes.
+Added: During the third quarter of 2023, Moody’s downgraded our senior unsecured credit rating from Baa3 to Ba1.
+Added: As a result of the downgrade, the interest rate on our 2028 Notes increased 25 basis points in September 2023 to 7.80 %.
+Added: Subsequent to December 31, 2023, S&P downgraded our senior unsecured credit rating from BBB- to BB+.
+Added: As a result of the downgrade, the interest rate will increase 25 basis points in March 2024 to 8.05 %.
+Added: (g) On January 16, 2024, the Trust Preferred I - Indenture IA was swapped to a fixed rate at 5.14 % for the period from March 30, 2024 to December 30, 2026 and Trust Preferred I - Indenture IB and Trust Preferred II - Indenture II were swapped to a fixed rate at 5.24 % for the period from January 30, 2024 to January 30, 2027.
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.
+Added: Secured Facility due 2028
+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: Facility bears interest at 5.88 % per year through the maturity date and is interest-only (payable monthly) through the maturity date.
Unsecured Credit Facility and Unsecured Term Loan
+Added: On March 1, 2023, the Company entered into an unsecured one-year term loan agreement in the aggregate principal amount of $ 70.0 million (the “2023 Term Loan”).
+Added: The 2023 Term Loan was scheduled to mature on February 28, 2024.
+Added: In January 2024, the Company executed its option to extend for an additional twelve months to February 28, 2025 upon customary terms and conditions.
+Added: The 2023 Term Loan bears interest at Daily Simple SOFR plus 1.75 % with a 0.10 % SOFR adjustment per year through the maturity date and is interest-only (payable monthly) through the maturity date.
On June 30, 2022, the Company entered into the Second Amended and Restated Credit Agreement (as amended and restated, the “2022 Credit Agreement”).
13 unchanged sentences
The applicable margin will be determined based upon the unsecured senior debt rating of the Operating Partnership or the absence of such a rating.
−Removed: The Company also pays a quarterly facility fee on the
−Removed: total commitments under the Revolving Credit Facility.
−Removed: 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 Company also pays a quarterly facility fee on the total commitments under the Revolving Credit Facility.
The terms of the 2022 Credit Agreement require that the Company maintain customary financial and other covenants, including:
5 unchanged sentences
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.
−Removed: The Company had $ 88.5 million of borrowings under the Revolving Credit Facility as of December 31, 2022.
+Added: The Company had no outstanding borrowings under the Revolving Credit Facility as of December 31, 2023.
During the twelve months ended December 31, 2023, the weighted-average interest rate on Revolving Credit Facility borrowings was 5.94 % resulting in $ 0.6 million of interest expense.
During the twelve months ended December 31, 2022 weighted-average interest rate on Revolving Credit Facility borrowings was 3.04 % resulting in $ 5.6 million of interest expense.
+Added: Secured Construction Loan due 2026
+Added: On August 15, 2023, the Company entered into a construction loan agreement secured by the development project at 155 King of Prussia Road in Radnor, Pennsylvania in the aggregate principal amount of $ 50.0 million (the “Construction Loan”).
+Added: The Construction Loan has a scheduled maturity date of August 16, 2026 with an option to prepay at any time without a fee, premium or penalty.
+Added: The Construction Loan bears interest at SOFR plus 2.5 %.
+Added: In connection with the Construction Loan, the Company has provided a completion guaranty, carry guaranty, and limited payment guarantee up to 20 % of the loan commitment, as well as customary environmental indemnities and guaranty of customary exceptions to non-recourse provisions in the loan documents.
Guaranteed Notes due 2028
6 unchanged sentences
On January 20, 2023, the Company completed the redemption of the remaining $ 54.3 million aggregate principal amount of the 2023 Notes.
−Removed: See Note 21, “Subsequent Events” for further information regarding the redemption.
The Company was in compliance with all financial covenants as of December 31, 2023.
19 unchanged sentences
Variable rate debt $ 410,932 $ 370,665 $ 415,278 $ 386,988
−Removed: Notes receivable (b)
+Added: Secured fix rate debt
$ 241,847 $ 233,088 $ — $ —
−Removed: (a) Net of deferred financing costs of $ 7.5 million and $ 5.8 million for unsecured notes payable, $ 1.8 million and $ 0.4 million for variable rate debt as of December 31, 2022 and December 31, 2021, respectively.
−Removed: (b) For further detail, refer to Note 5 “Debt and Preferred Equity Investments.”
+Added: (a) Net of deferred financing costs of $ 5.8 million and $ 7.5 million for unsecured notes payable, $ 1.5 million and $ 1.8 million for variable rate debt and $ 3.2 million and $ 0.0 million for secured fix rate debt as of December 31, 2023 and December 31, 2022, respectively
The Company used quoted market prices as of December 31, 2023 and December 31, 2022 to value the unsecured notes payable and, as such, categorized them as Level 2.
1 unchanged sentence
The fair value of the variable rate debt was determined using a discounted cash flow model that considered borrowing rates available to the Company for loans with similar terms and characteristics.
−Removed: The inputs utilized to determine fair value of the Company's notes receivable are unobservable and, as such, were categorized as Level 3.
−Removed: Fair value was determined using a discounted cash flow model that considered the contractual interest and principal payments discounted at a blended interest rate of the notes receivable.
For the Company’s Level 3 financial instruments for which fair value is disclosed, an increase in the discount rate used to determine fair value would result in a decrease to the fair value.
19 unchanged sentences
To comply with the provisions of the accounting standard for fair value measurements and disclosures, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.
−Removed: In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
+Added: In adjusting the fair value of its derivative contracts for
+Added: the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2023 and December 31, 2022.
3 unchanged sentences
Swap Interest Rate Cash Flow (a) $ 250,000 $ — 3.729 % November 23, 2022 June 30, 2027 $ — $ 255
−Removed: Swap Interest Rate Cash Flow (b) $ — $ 250,000 2.868 % October 8, 2015 October 8, 2022 $ — $ ( 2,461 )
+Added: Swap Interest Rate Cash Flow (a) $ — $ 250,000 3.729 % November 23, 2022 June 30, 2027 $ ( 757 ) $ —
$ 250,000 $ 250,000
(a) Hedging unsecured variable rate debt.
−Removed: (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.
20 unchanged sentences
Basic Diluted Basic Diluted Basic Diluted
−Removed: Net income $ 53,992 $ 53,992 $ 12,366 $ 12,366 $ 307,326 $ 307,326
−Removed: Net income attributable to noncontrolling interests ( 168 ) ( 168 ) ( 77 ) ( 77 ) ( 1,799 ) ( 1,799 )
+Added: Net income (loss) $ ( 197,403 ) $ ( 197,403 ) $ 53,992 $ 53,992 $ 12,366 $ 12,366
+Added: Net (income) loss attributable to noncontrolling interests 614 614 ( 168 ) ( 168 ) ( 77 ) ( 77 )
Nonforfeitable dividends allocated to unvested restricted shareholders ( 567 ) ( 567 ) ( 456 ) ( 456 ) ( 421 ) ( 421 )
−Removed: Net income attributable to common shareholders $ 53,368 $ 53,368 $ 11,868 $ 11,868 $ 305,117 $ 305,117
+Added: Net income (loss) attributable to common shareholders $ ( 197,356 ) $ ( 197,356 ) $ 53,368 $ 53,368 $ 11,868 $ 11,868
Weighted-average shares outstanding 171,959,210 171,959,210 171,491,369 171,491,369 170,878,185 170,878,185
1 unchanged sentence
Weighted-average shares outstanding 171,959,210 171,959,210 171,491,369 172,325,646 170,878,185 172,273,240
−Removed: Earnings per Common Share:
−Removed: Net income attributable to common shareholders $ 0.31 $ 0.31 $ 0.07 $ 0.07 $ 1.77 $ 1.77
+Added: Earnings (loss) per Common Share:
+Added: Net income (loss) attributable to common shareholders $ ( 1.15 ) $ ( 1.15 ) $ 0.31 $ 0.31 $ 0.07 $ 0.07
The contingent securities/share-based compensation impact is calculated using the treasury stock method and relates to employee awards settled in shares of the Parent Company.
8 unchanged sentences
During the years ended December 31, 2023 and 2022, no common shares were repurchased by the Company.
−Removed: 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.
Of the 20,000,000 preferred shares authorized, none were outstanding as of December 31, 2023 or December 31, 2022.
1 unchanged sentence
The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase common shares.
−Removed: 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: On January 3, 2019, the Board of Trustees authorized the repurchase of up to
+Added: $ 150.0 million common shares from and after January 3, 2019.
During the year ended December 31, 2023 and 2022, the Company did 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.
−Removed: Former Continuous Offering Program
−Removed: On January 10, 2017, the Parent Company entered into a continuous offering program (the “Offering Program”), that permitted the Parent Company to sell up to an aggregate of 16,000,000 common shares in at-the-market offerings.
−Removed: There was no activity under the Offering Program during 2021 and 2020.
−Removed: At December 31, 2022, no common shares remained available for issuance under the Offering Program, which terminated on January 10, 2020.
PARTNERS' EQUITY OF THE PARENT COMPANY
5 unchanged sentences
Basic Diluted Basic Diluted Basic Diluted
−Removed: Net income $ 53,992 $ 53,992 $ 12,366 $ 12,366 $ 307,326 $ 307,326
−Removed: Net (income) loss attributable to noncontrolling interests 2 2 3 3 ( 20 ) ( 20 )
+Added: Net income (loss) $ ( 197,403 ) $ ( 197,403 ) $ 53,992 $ 53,992 $ 12,366 $ 12,366
+Added: Net loss attributable to noncontrolling interests 22 22 2 2 3 3
Nonforfeitable dividends allocated to unvested restricted unitholders ( 567 ) ( 567 ) ( 456 ) ( 456 ) ( 421 ) ( 421 )
−Removed: Net income attributable to common unitholders $ 53,538 $ 53,538 $ 11,948 $ 11,948 $ 306,896 $ 306,896
+Added: Net income (loss) attributable to common unitholders $ ( 197,948 ) $ ( 197,948 ) $ 53,538 $ 53,538 $ 11,948 $ 11,948
Weighted-average units outstanding 172,475,645 172,475,645 172,036,481 172,036,481 171,770,843 171,770,843
1 unchanged sentence
Total weighted-average units outstanding 172,475,645 172,475,645 172,036,481 172,870,758 171,770,843 173,165,898
−Removed: Earnings per Common Partnership Unit:
−Removed: Net income attributable to common unitholders $ 0.31 $ 0.31 $ 0.07 $ 0.07 $ 1.77 $ 1.77
+Added: Earnings (loss) per Common Partnership Unit:
+Added: Net income (loss) attributable to common unitholders $ ( 1.15 ) $ ( 1.15 ) $ 0.31 $ 0.31 $ 0.07 $ 0.07
Unvested restricted units are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per unit.
14 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
−Removed: 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 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.
3 unchanged sentences
On December 5, 2023, the Operating Partnership declared a distribution of $ 0.15 per common partnership unit, totaling $ 26.0 million, which was paid on January 18, 2024 to unitholders of record as of January 4, 2024.
−Removed: During the year ended December 31, 2021, the Operating Partnership issued 226,695 common partnership units to the Parent Company in exchange for a 1 % residual ownership interest in One and Two Commerce Square, an unconsolidated joint venture, which was acquired from an unaffiliated third party in exchange for an equal number of common shares of the Parent Company.
Common Unit Repurchases
In connection with the Parent Company’s common share repurchase program, one common unit of the Operating Partnership is retired for each common share repurchased.
−Removed: During the years ended December 31, 2022 and December 31, 2021, the Company did not repurchase any units.
−Removed: 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.
−Removed: During the year ended December 31, 2019, the Company Repurchased 1,337,169 common units at an average price of $ 12.92 per unit, totaling $ 17.3 million.
−Removed: The common units repurchased were retired and, as a result, were accounted for in accordance with Maryland law, which does not contemplate treasury stock.
−Removed: The repurchases were recorded as a reduction of common units (at $ 0.01 par value per unit) and a decrease to General Partnership Capital.
+Added: During the years ended December 31, 2023 and 2022, the Company did not repurchase any units.
SHARE-BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION
17 unchanged sentences
Non-vested at December 31, 2023 889,166 $ 8.79
−Removed: On March 3, 2022, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the Company an aggregate of 258,427 Restricted Share Rights, which vest over three years from the grant date.
+Added: On February 16, 2023, the Compensation Committee awarded to officers of the Company an aggregate of 528,590 Restricted Share Rights, which vest over three years from the grant date.
Each Restricted Share Right entitles the holder to one common share upon settlement.
4 unchanged sentences
The Restricted Share Rights granted in 2023, 2022, and 2021 to certain senior executives include an “outperformance feature” whereby additional shares may be earned, up to 225 % 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.
−Removed: 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.
+Added: In addition to the basic award, up to an aggregate of 925,642 , 406,179 , and 388,840 shares may be awarded under the outperformance feature for the 2023, 2022, and 2021 awards, respectively, to those senior officers whose Restricted Share Rights awards include the “outperformance feature.” As of December 31, 2023, the Company has no t recognized any compensation expense related to the outperformance features for the 2021 awards and 2022 awards and has recognized $ 0.5 million related to the outperformance feature for the 2023 awards.
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 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.
−Removed: Vesting of these awards is subject to acceleration upon death, disability or termination without cause within one year following a change of control.
In accordance with the accounting standard for share-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement dates for those grantees 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 addition, on February 16, 2023, the Compensation Committee awarded non-officer employees an aggregate of 92,703 Restricted Share Rights that generally vest in three equal annual installments.
+Added: Vesting of these awards is subject to acceleration upon death, disability or termination without cause within one year following a change of control.
Restricted Performance Share Units Plan
−Removed: The Compensation Committee of the Parent Company’s Board of Trustees has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company.
+Added: The Compensation Committee has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company.
The RPSUs are settled in common shares, with the number of common shares issuable in settlement determined based on the Company’s total shareholder return over specified measurement periods compared to total shareholder returns of comparative groups over the measurement periods.
13 unchanged sentences
The fair values of each award are being amortized over the three year performance period.
−Removed: 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.
+Added: For the 2021 and prior 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;
−Removed: provided that, in the case of qualifying retirement for the March 2022, 2021 and 2020 grants, the number of shares deliverable will be pro-rated based on the portion of the performance period actually worked before retirement.
−Removed: In accordance with the accounting standard for share-based compensation, the Company amortizes stock-based compensation costs for the February 2019 grant through the qualifying retirement date for those executives who meet the conditions for qualifying retirement during the scheduled vesting period.
+Added: provided that, in the case of qualifying retirement for the 2020 and later grants, the number of shares deliverable will be pro-rated based on the portion of the performance period actually worked before retirement.
+Added: In accordance with the accounting standard for share-based compensation, the Company amortizes stock-based compensation costs for the 2019 and prior RPSU grants through the qualifying retirement date for those executives who meet the conditions for qualifying retirement during the scheduled vesting period.
For the year ended December 31, 2023, the Company recognized amortization of the 2023, 2022 and 2021 RPSU awards of $ 6.9 million, of which $ 0.9 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation.
2 unchanged sentences
The remaining compensation expense to be recognized with respect to the non-vested RPSUs at December 31, 2023 was approximately $ 7.5 million and is expected to be recognized over a weighted average remaining vesting period of 1.4 years.
−Removed: 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 equivalent payment of $ 0.19 per share for these common shares on January 19, 2022.
+Added: The Company issued 171,318 common shares on February 1, 2023 in settlement of RPSUs that had been awarded on March 5, 2020 (with a three-year measurement period ended December 31, 2022 ).
+Added: Holders of these RPSUs also received a cash dividend of $ 0.19 per share for these common shares on January 19, 2023.
Employee Share Purchase Plan
4 unchanged sentences
E mployees made purchases under the ESPP of $ 0.4 million during the year ended December 31, 2023, $ 0.6 million during the year ended December 31, 2022 and $ 0.6 million during the year ended December 31, 2021.
−Removed: 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.
+Added: The Company recognized $ 0.1 million of compensation expense related to the ESPP during the year ended December 31, 2023 , $ 0.02 million for the year ended December 31, 2022, and $ 0.1 million for the year ended December 31, 2021.
Compensation expense represents the 15 % discount on the purchase price.
40 unchanged sentences
The Company had no accruals for tax uncertainties as of December 31, 2023 and December 31, 2022.
−Removed: For the years ended December 31, 2022 and 2021, there was no deferred income tax expense and nominal current income tax expense.
−Removed: For the year ended December 31, 2020, there was no deferred income tax expense and $ 0.2 million of current income tax benefit.
−Removed: These amounts are included in “Income tax (provision) benefit” in the consolidated statements of operations.
+Added: For the years ended December 31, 2023 2022 and 2021, there was no deferred income tax expense and de minimis current income tax expense.
+Added: These amounts are included in “Income tax provision” in the consolidated statements of operations.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
26 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
−Removed: to be reclassified to interest expense for realized losses on forecasted debt transactions over the related term of the debt obligation, as applicable.
+Added: 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.
SEGMENT INFORMATION
−Removed: As of December 31, 2022, the Company owns and manages properties within five segments:
−Removed: (1) Philadelphia Central Business District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas (4) Metropolitan Washington, D.C.
−Removed: and (5) Other.
+Added: As of December 31, 2023, the Company owns and manages properties within four segments:
+Added: (1) Philadelphia Central Business District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas and (4) Other.
The Philadelphia CBD segment includes properties located in the City of Philadelphia, Pennsylvania.
1 unchanged sentence
The Austin, Texas segment includes properties in the City of Austin, Texas.
−Removed: The Metropolitan Washington, D.C.
−Removed: segment includes properties in the District of Columbia, Northern Virginia and Southern Maryland.
−Removed: The Other segment includes properties located in Camden County, New Jersey and New Castle County, Delaware.
−Removed: In addition to the five segments, the corporate group is responsible for cash and investment management, development of certain real estate properties during the construction period, and certain other general support functions.
+Added: The Other segment includes properties located in Washington, D.C., Northern Virginia, Southern Maryland, Camden County, New Jersey and New Castle County, Delaware.
+Added: In addition to the four segments, the corporate group is responsible for cash and investment management, development of certain real estate properties during the construction period, and certain other general support functions.
Land held for development and construction in progress is transferred to operating properties by region upon completion of the associated construction or project.
+Added: The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by geographic area.
+Added: Beginning on January 1, 2023, the properties that were historically part of the Company's Metropolitan Washington, D.C.
+Added: segment are reflected in the Company's Other reportable segment.
+Added: The operations for the former Metropolitan Washington, D.C.
+Added: segment for the twelve months ended December 31, 2022 and December 31, 2021 and real estate investments as of December 31, 2023 and December 31, 2022 as detailed below, have been included in the Other reportable segment.
The following tables provide selected asset information and results of operations of the Company’s reportable segments (in thousands):
4 unchanged sentences
Austin, Texas 801,973 851,835
−Removed: Metropolitan Washington, D.C.
−Removed: 282,458 280,921
+Added: Total Core Segments 3,237,096 3,248,182
Other 305,136 369,058
7 unchanged sentences
2023 2022 2021
−Removed: 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)
+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
Philadelphia CBD $ 230,933 $ ( 79,579 ) $ 151,354 $ 220,876 $ ( 79,827 ) $ 141,049 $ 207,858 $ ( 73,695 ) $ 134,163
1 unchanged sentence
Austin, Texas 95,505 ( 38,453 ) 57,052 96,328 ( 41,141 ) 55,187 101,680 ( 39,374 ) 62,306
−Removed: Metropolitan Washington, D.C.
−Removed: 21,900 ( 12,539 ) 9,361 19,865 ( 15,386 ) 4,479 40,223 ( 20,791 ) 19,432
Other 39,306 ( 21,134 ) 18,172 36,610 ( 21,165 ) 15,445 33,880 ( 25,226 ) 8,654
8 unchanged sentences
Philadelphia CBD $ 450,136 $ 387,301 $ ( 25,793 ) $ ( 11,764 ) $ ( 15,191 )
−Removed: Metropolitan Washington, D.C.
−Removed: 83,903 85,867 ( 2,324 ) ( 3,755 ) ( 3,019 )
Mid-Atlantic Office JV — 31,005 ( 26,448 ) 412 932
1 unchanged sentence
Austin, Texas 79,160 65,426 — — —
+Added: $ 71,931 $ 83,903 $ ( 15,093 ) $ ( 2,324 ) $ ( 3,755 )
Total $ 552,494 $ 532,224 $ ( 77,915 ) $ ( 22,016 ) $ ( 26,697 )
11 unchanged sentences
2023 2022 2021
−Removed: Net income $ 53,992 $ 12,366 $ 307,326
+Added: Net income (loss) $ ( 197,403 ) $ 53,992 $ 12,366
Interest expense 95,456 68,764 62,617
4 unchanged sentences
Provision for impairment 131,573 4,663 —
−Removed: Loss on early extinguishment of debt 435 — —
+Added: Gain (loss) on early extinguishment of debt ( 138 ) 435 —
Interest and investment income 1,671 1,905 8,295
−Removed: Income tax (provision) benefit ( 55 ) ( 47 ) 224
+Added: Income tax provision ( 72 ) ( 55 ) ( 47 )
Net gain on disposition of real estate 7,736 17,677 142
17 unchanged sentences
These loans are generally mortgage or construction loans, most of which are nonrecourse to the Company, except for customary recourse carve-outs.
−Removed: In addition, during construction undertaken by the unconsolidated real estate ventures, including the 3025 JFK Venture, the Company has provided, and expects to continue to provide, cost overrun and completion guarantees, as well as customary environmental indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements.
−Removed: In the agreement with its partner in the 3025 JFK Venture, the Company agreed to provide cost overrun and completion guaranties for the project under development.
−Removed: 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.
−Removed: 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: In addition, during construction undertaken by the unconsolidated real estate ventures, the Company has provided, and expects to continue to provide, cost overrun completion carry limited payment and guarantees, as well as customary environmental indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements and in certain circumstances, joint venture agreements.
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.
15 unchanged sentences
In connection with the Schuylkill Yards Project, the Company entered into a neighborhood engagement program and, as of December 31, 2023, had $ 6.2 million of future fixed contractual obligations.
−Removed: The Company also committed to fund additional contributions under the program.
+Added: The Company also committed to fund additional
+Added: contributions under the program.
As of December 31, 2023, the Company estimates that these additional contributions, which are not fixed under the terms of agreement, will be $ 2.2 million.
7 unchanged sentences
The $ 0.6 million payment is included within “Other liabilities” on the consolidated balance sheets.
+Added: The Company has also committed $ 15.0 million to a newly-formed venture capital fund investing in early-stage life science companies.
The Company invests in its properties and regularly incurs capital expenditures in the ordinary course of business to maintain the properties.
2 unchanged sentences
These contracts typically provide for cancellation with insignificant or no cancellation penalties.
−Removed: SUBSEQUENT EVENTS
−Removed: 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”).
−Removed: 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.
−Removed: The Secured Facility bears interest at 5.875 % per year through the maturity date and is interest-only (payable monthly) through the maturity date.
−Removed: 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.
−Removed: On January 20, 2023, the Company redeemed in full its then outstanding 2023 Notes.
−Removed: 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).
−Removed: 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.
13 unchanged sentences
December 31, 2023
−Removed: Property Name City State Land Building & Improvements Net Improvements (Retirements) Since Acquisition Land Building & Improvements Total (a) Accumulated Depreciation at December 31, 2022 (b)
+Added: Property Name City State Encumbrances
+Added: Land Building & Improvements Net Improvements (Retirements) Since Acquisition Land Building & Improvements Total (a) Accumulated Depreciation at December 31, 2023 (b)
Year of Construction Year Acquired Depreciable Life
1 unchanged sentence
Six Tower Bridge (181 Washington Street) Conshohocken PA $ — $ 6,927.00 $ 14,722.00 $ 1,330.00 $ 6,237.00 $ 16,742.00 $ 22,979.00 $ 5,108.00 1999 2013 (c)
−Removed: 426 West Lancaster Avenue Devon PA 1,689 6,756 9,405 1,686 16,164 17,850 2,727 1990 1998 (c)
+Added: 426 Lancaster Avenue Devon PA — 1,689 6,756 9,405 1,686 16,164 17,850 3,841 1990 1998 (c)
640 Freedom Business Center (d) King Of Prussia PA — 1,015 20,098 4,762 305 25,570 25,875 17,737 1991 1998 (c)
5 unchanged sentences
1040 First Avenue King Of Prussia PA — — 14,142 5,065 — 19,207 19,207 14,973 1985 1998 (c)
−Removed: 610 Freedom Business Center Drive (d) King Of Prussia PA 485 9,602 2,289 159 12,217 12,376 8,256 1985 1998 (c)
+Added: 610 Freedom Business Center Drive King Of Prussia PA — 485 9,602 1,615 146 11,556 11,702 8,089 1985 1998 (c)
650 Park Avenue King Of Prussia PA — 1,916 4,378 ( 4,378 ) 1,916 — 1,916 — 1968 1998 (c)
4 unchanged sentences
Metroplex (4000 Chemical Road) Plymouth Meeting PA 16,055 4,373 24,546 5,554 4,373 30,100 34,473 11,076 2007 2001 (c)
+Added: Metroplex II Plymouth Meeting PA — — — 569 — 569 569 6 NA 2001 (c)
+Added: Metroplex III Plymouth Meeting PA — — — 317 — 317 317 4 NA 2005
610 West Germantown Pike Plymouth Meeting PA — 3,651 14,514 254 3,051 15,368 18,419 7,768 1987 2002 (c)
14 unchanged sentences
170 Radnor Chester Road Radnor PA — 2,514 8,147 2,344 2,509 10,496 13,005 5,860 1983 2004 (c)
−Removed: 200 Radnor Chester Road Radnor PA 3,366 — 3,740 3,366 3,740 7,106 1,137 2014 2005 (c)
101 West Elm Street W.
2 unchanged sentences
Conshohocken PA — 3,557 14,249 9,139 3,557 23,388 26,945 8,417 1999 2005 (c)
−Removed: 250 King of Prussia Road (e) (i) Radnor PA — 20,566 12,733 976 32,323 33,299 626 N/A 2022 (c)
−Removed: Initial Cost Gross Amount Which Carried December 31, 2022
−Removed: Property Name City State Land Building & Improvements Net Improvements (Retirements) Since Acquisition Land Building & Improvements Total (a) Accumulated Depreciation at December 31, 2022 (b)
+Added: 250 King of Prussia Road (e) Radnor PA — — 20,566 65,182 11,200 74,548 85,748 4,666 N/A 2022 (c)
+Added: Initial Cost Gross Amount Which Carried
+Added: December 31, 2023
+Added: Property Name City State Encumbrances
+Added: Land Building & Improvements Net Improvements (Retirements) Since Acquisition Land Building & Improvements Total (a) Accumulated Depreciation at December 31, 2023 (b)
Year of Construction Year Acquired Depreciable Life
14 unchanged sentences
3001-3003 JFK Boulevard (g) Philadelphia PA — — — 85 — 85 85 38 N/A 2018 N/A
−Removed: METROPOLITAN WASHINGTON, D.C.
−Removed: 6600 Rockledge Drive Bethesda MD — 37,421 7,672 — 45,093 45,093 17,099 1981 2006 (c)
−Removed: 1676 International Drive McLean VA 18,437 97,538 37,113 18,785 134,303 153,088 35,718 1999 2006 (c)
−Removed: 8260 Greensboro Drive McLean VA 7,952 33,964 8,645 8,102 42,459 50,561 14,217 1980 2006 (c)
−Removed: 8521 Leesburg Pike Vienna VA 4,316 30,885 ( 1,511 ) 3,587 30,103 33,690 12,032 1984 2006 (c)
−Removed: Dabney Westwood Richmond VA 1,732 — 3,690 819 4,603 5,422 185 NA 1998 (c)
−Removed: 401-405 Colorado Street (h) (i) Austin TX — 100,448 564 — 101,012 101,012 2,728 2022 N/A (c)
+Added: 401-405 Colorado Street Austin TX 62,688 — 106,828 564 — 107,392 107,392 5,958 2022 N/A (c)
11501 Burnet Road - Building 1 Austin TX — 3,755 22,702 4 3,755 22,706 26,461 11,689 1991 2015 (c)
9 unchanged sentences
Two Barton Skyway (1601 South MoPac Expressway) Austin TX — 10,849 53,868 3,784 10,848 57,653 68,501 9,099 2000 2018 (c)
−Removed: Three Barton Skyway (1221 South MoPac Expressway) Austin TX 10,374 47,624 1,027 10,373 48,652 59,025 5,158 2001 2018 (c)
Four Barton Skyway (1301 South MoPac Expressway) Austin TX — 13,301 57,041 7,895 13,300 64,937 78,237 9,367 2001 2018 (c)
−Removed: Initial Cost Gross Amount Which Carried December 31, 2022
−Removed: Property Name City State Land Building & Improvements Net Improvements (Retirements) Since Acquisition Land Building & Improvements Total (a) Accumulated Depreciation at December 31, 2022 (b)
−Removed: Year of Construction Year Acquired Depreciable Life
Four Points Centre (11305 Four Points Drive) Austin TX — 7,800 43,581 4,622 7,800 48,203 56,003 7,977 2008 2018 (c)
5 unchanged sentences
River Place - Building 6 (6500 River Place Boulevard) Austin TX — 1,598 12,945 703 1,598 13,648 15,246 2,044 2001 2018 (c)
+Added: Initial Cost Gross Amount Which Carried
+Added: December 31, 2023
+Added: Property Name City State Encumbrances
+Added: Land Building & Improvements Net Improvements (Retirements) Since Acquisition Land Building & Improvements Total (a) Accumulated Depreciation at December 31, 2023 (b)
+Added: Year of Construction Year Acquired Depreciable Life
River Place - Building 7 (6500 River Place Boulevard) Austin TX — 1,801 16,486 1,374 1,801 17,860 19,661 3,146 2002 2018 (c)
Quarry Lake II (4516 Seton Center Parkway) Austin TX — 3970 30546 1678 3867 32327 36194 4541 1998 2018 (c)
+Added: 6600 Rockledge Drive Bethesda MD — — 37,421 ( 14,597 ) — 22,824 22,824 9,299 1981 2006 (c)
+Added: 1676 International Drive Mclean VA — 18,437 97,538 ( 30,581 ) 10,239 75,155 85,394 22,630 1999 2006 (c)
+Added: 8260 Greensboro Drive Mclean VA — 7,952 33,964 10,969 8,102 44,783 52,885 15,881 1980 2006 (c)
+Added: 2340 Dulles Corner Boulevard Herndon VA — 16,345 65,379 ( 23,353 ) 9,747 48,624 58,371 1,192 1988 2006 (c)
+Added: Dabney Land Westwood Richmond VA — 1,732 — 3,690 819 4,706 5,525 493 NA 1998
Main Street - Plaza 1000 Voorhees NJ — 2,732 10,942 284 2,732 11,226 13,958 11,073 1988 1997 (c)
4 unchanged sentences
$ 245,000 $ 358,066 $ 2,520,935 $ 663,128 $ 394,669 $ 3,147,563 $ 3,542,232 $ 1,131,792
−Removed: (a) Reconciliation of Real Estate:
+Added: (b) Reconciliation of Real Estate:
The following table reconciles the real estate investments from January 1, 2021 to December 31, 2023 (in thousands):
8 unchanged sentences
The aggregate cost for federal income tax purposes is $ 3.0 billion as of December 31, 2023.
−Removed: (b) Reconciliation of Accumulated Depreciation:
+Added: (c) Reconciliation of Accumulated Depreciation:
The following table reconciles the accumulated depreciation on real estate investments from January 1, 2021 to December 31, 2023 (in thousands):
6 unchanged sentences
Per consolidated balance sheet $ 1,131,792 $ 1,063,060 $ 957,450
−Removed: (c) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 55 years.
−Removed: (d) Land value represents unamortized prepaid ground lease.
−Removed: (e) 250 King of Prussia Road was partially placed into service in 2022.
−Removed: (f) Reflects original construction date.
+Added: (d) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 55 years.
+Added: (e) Land value represents unamortized prepaid ground lease.
+Added: (f) 250 King of Prussia Road was fully placed into service in 2023.
+Added: (g) Reflects original construction date.
Significant improvements were made to 3000 Market Street in 1988 and to The Bulletin Building in 2012.
−Removed: (g) Represent leasehold interests in land parcels acquired through prepaid 99-year ground leases.
+Added: (h) 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: (h) 401-405 Colorado Street was partially placed into service in 2021.
−Removed: (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.