COVER PAGE
COVER PAGE - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 18, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity Registrant Name | Brandywine Realty Trust | |
Entity Incorporation, State or Country Code | MD | |
Entity File Number | 001-9106 | |
Entity Tax Identification Number | 23-2413352 | |
Entity Address, Address Line One | 2929 Arch Street | |
Entity Address, Address Line Two | Suite 1800 | |
Entity Address, City or Town | Philadelphia | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19104 | |
City Area Code | 610 | |
Local Phone Number | 325-5600 | |
Title of 12(b) Security | Common Shares of Beneficial Interest | |
Trading Symbol | BDN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 172,270,907 | |
Entity Central Index Key | 0000790816 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
Document Information [Line Items] | ||
Entity Registrant Name | Brandywine Operating Partnership, L.P. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 000-24407 | |
Entity Tax Identification Number | 23-2862640 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001060386 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Real estate investments: | ||
Operating properties | $ 3,549,674 | $ 3,542,232 |
Accumulated depreciation | (1,163,782) | (1,131,792) |
Right of use asset - operating leases, net | 18,875 | 19,031 |
Operating real estate investments, net | 2,404,767 | 2,429,471 |
Construction-in-progress | 146,194 | 135,529 |
Land held for development | 81,616 | 82,510 |
Prepaid leasehold interests in land held for development, net | 27,762 | 27,762 |
Total real estate investments, net | 2,660,339 | 2,675,272 |
Cash and cash equivalents | 43,210 | 58,319 |
Restricted cash and escrows | 8,089 | 9,215 |
Accounts receivable | 11,628 | 11,977 |
Accrued rent receivable, net of allowance of $2,435 and $2,672 as of March 31, 2024 and December 31, 2023, respectively | 189,718 | 186,708 |
Investment in unconsolidated real estate ventures | 618,042 | 601,227 |
Deferred costs, net | 95,049 | 95,984 |
Intangible assets, net | 7,112 | 7,694 |
Other assets | 103,573 | 86,051 |
Total assets | 3,736,760 | 3,732,447 |
LIABILITIES AND BENEFICIARIES' EQUITY | ||
Secured debt, net | 260,936 | 255,671 |
Unsecured credit facility | 37,000 | 0 |
Unsecured term loan, net | 318,494 | 318,499 |
Unsecured senior notes, net | 1,564,825 | 1,564,662 |
Accounts payable and accrued expenses | 114,162 | 123,825 |
Distributions payable | 26,248 | 26,017 |
Deferred income, gains and rent | 25,363 | 24,248 |
Intangible liabilities, net | 8,022 | 8,270 |
Lease liability - operating leases | 23,415 | 23,369 |
Other liabilities | 66,049 | 63,729 |
Total liabilities | 2,444,514 | 2,408,290 |
Commitments and contingencies (See Note 15) | ||
Brandywine Realty Trust's Equity: | ||
Common Shares of Brandywine Realty Trust's beneficial interest, $0.01 par value; shares authorized 400,000,000; 172,270,907 and 172,097,661 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 1,721 | 1,719 |
Additional paid-in-capital | 3,168,661 | 3,163,949 |
Deferred compensation payable in common shares | 19,996 | 19,965 |
Common shares in grantor trust, 1,145,121 and 1,194,127 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | (19,996) | (19,965) |
Cumulative earnings | 963,038 | 979,406 |
Accumulated other comprehensive income (loss) | 5,339 | (668) |
Cumulative distributions | (2,853,199) | (2,827,022) |
Total Brandywine Realty Trust's equity | 1,285,560 | 1,317,384 |
Noncontrolling interests | 6,686 | 6,773 |
Total beneficiaries' equity | 1,292,246 | 1,324,157 |
Total liabilities and beneficiaries' equity | $ 3,736,760 | $ 3,732,447 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accrued rent receivable, allowance | $ 2,435 | $ 2,672 |
Common stock, par or stated value per share (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 172,270,907 | 172,097,661 |
Common stock, shares outstanding (in shares) | 172,270,907 | 172,097,661 |
Common shares in grantor trust, issued and outstanding (in shares) | 1,145,121 | 1,194,127 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Total revenue | $ 126,484 | $ 129,227 |
Operating expenses | ||
Property operating expenses | 32,279 | 33,594 |
Real estate taxes | 12,592 | 14,602 |
Third party management expenses | 2,543 | 2,639 |
Depreciation and amortization | 45,042 | 45,600 |
General and administrative expenses | 11,104 | 9,482 |
Total operating expenses | 103,560 | 105,917 |
Gain on sale of real estate | ||
Net gain on sale of undepreciated real estate | 0 | 781 |
Total gain on sale of real estate | 0 | 781 |
Operating income | 22,924 | 24,091 |
Other income (expense): | ||
Interest and investment income | 421 | 505 |
Interest expense | (25,049) | (22,653) |
Interest expense - amortization of deferred financing costs | (1,091) | (1,027) |
Equity in loss of unconsolidated real estate ventures | (13,588) | (6,167) |
Net loss on real estate venture transactions | (29) | 0 |
Net loss before income taxes | (16,412) | (5,251) |
Income tax provision | (2) | (25) |
Net loss | (16,414) | (5,276) |
Net loss attributable to noncontrolling interests | 46 | 17 |
Net loss attributable to Brandywine Realty Trust | (16,368) | (5,259) |
Nonforfeitable dividends allocated to unvested restricted shareholders | (336) | (70) |
Net loss attributable to Common Shareholders of Brandywine Realty Trust | $ (16,704) | $ (5,329) |
Basic loss per Common Share (in dollars per share) | $ (0.10) | $ (0.03) |
Diluted loss per Common Share (in dollars per share) | $ (0.10) | $ (0.03) |
Basic weighted average shares outstanding (in shares) | 172,207,037 | 171,673,167 |
Diluted weighted average shares outstanding (in shares) | 172,207,037 | 171,673,167 |
Rents | ||
Revenue | ||
Total revenue | $ 119,008 | $ 120,848 |
Third party management fees, labor reimbursement and leasing | ||
Revenue | ||
Total revenue | 5,894 | 6,002 |
Other | ||
Revenue | ||
Total revenue | $ 1,582 | $ 2,377 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (16,414) | $ (5,276) |
Comprehensive income (loss): | ||
Unrealized gain (loss) on derivative financial instruments | 6,026 | (5,291) |
Total comprehensive income (loss) | 6,026 | (5,291) |
Comprehensive loss | (10,388) | (10,567) |
Comprehensive loss attributable to noncontrolling interest | 27 | 17 |
Comprehensive loss attributable to Brandywine Realty Trust | $ (10,361) | $ (10,550) |
CONSOLIDATED STATEMENTS OF BENE
CONSOLIDATED STATEMENTS OF BENEFICIARIES’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Rabbi Trust/Deferred Compensation Shares | Additional Paid-in Capital | Common Shares in Grantor Trust | Cumulative Earnings | Accumulated Other Comprehensive Income (Loss) | Cumulative Distributions | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2022 | 171,569,807 | 1,179,643 | |||||||
Beginning balance at Dec. 31, 2022 | $ 1,633,334 | $ 1,716 | $ 19,601 | $ 3,153,229 | $ (19,601) | $ 1,176,195 | $ 3,897 | $ (2,709,405) | $ 7,702 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (5,276) | (5,259) | (17) | ||||||
Other comprehensive income (loss) | (5,291) | (5,307) | 16 | ||||||
Share-based compensation activity (in shares) | 171,318 | 22,449 | |||||||
Share-based compensation activity | 3,371 | $ 1 | 3,370 | ||||||
Share Issuance from/(to) Deferred Compensation Plan (in shares) | (13,422) | (48,733) | |||||||
Share Issuance from/(to) Deferred Compensation Plan | (88) | $ 145 | (88) | (145) | |||||
Reallocation of Noncontrolling interest | 0 | (4) | 4 | ||||||
Distributions declared | (32,832) | (32,734) | (98) | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 171,727,703 | 1,153,359 | |||||||
Ending balance at Mar. 31, 2023 | $ 1,593,218 | $ 1,717 | $ 19,746 | 3,156,507 | (19,746) | 1,170,936 | (1,410) | (2,742,139) | 7,607 |
Beginning balance (in shares) at Dec. 31, 2023 | 172,097,661 | 172,097,661 | 1,194,127 | ||||||
Beginning balance at Dec. 31, 2023 | $ 1,324,157 | $ 1,719 | $ 19,965 | 3,163,949 | (19,965) | 979,406 | (668) | (2,827,022) | 6,773 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (16,414) | (16,368) | (46) | ||||||
Other comprehensive income (loss) | 6,026 | 6,007 | 19 | ||||||
Share-based compensation activity (in shares) | 194,480 | 7,148 | |||||||
Share-based compensation activity | 4,831 | $ 2 | 4,829 | ||||||
Share Issuance from/(to) Deferred Compensation Plan (in shares) | (21,234) | (56,154) | |||||||
Share Issuance from/(to) Deferred Compensation Plan | (100) | $ 31 | (100) | (31) | |||||
Reallocation of Noncontrolling interest | 0 | (17) | 17 | ||||||
Distributions declared | $ (26,254) | (26,177) | (77) | ||||||
Ending balance (in shares) at Mar. 31, 2024 | 172,270,907 | 172,270,907 | 1,145,121 | ||||||
Ending balance at Mar. 31, 2024 | $ 1,292,246 | $ 1,721 | $ 19,996 | $ 3,168,661 | $ (19,996) | $ 963,038 | $ 5,339 | $ (2,853,199) | $ 6,686 |
CONSOLIDATED STATEMENTS OF BE_2
CONSOLIDATED STATEMENTS OF BENEFICIARIES’ EQUITY (Parenthetical) - $ / shares | 3 Months Ended | ||
Feb. 14, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | |||
Distributions declared (in dollars per share) | $ 0.15 | $ 0.15 | $ 0.19 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (16,414) | $ (5,276) |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 45,042 | 45,600 |
Amortization of deferred financing costs | 1,091 | 1,027 |
Amortization of debt discount/(premium), net | (250) | (258) |
Amortization of stock compensation costs | 4,378 | 3,398 |
Straight-line rent income | (3,199) | (2,835) |
Amortization of acquired above (below) market leases, net | (246) | (376) |
Ground rent expense | 197 | 201 |
Net loss on real estate venture transactions | 29 | 0 |
Total gain on sale of real estate | 0 | (781) |
Loss from unconsolidated real estate ventures, including income distributions | 13,588 | 6,167 |
Income tax provision | 2 | 25 |
Changes in assets and liabilities: | ||
Accounts receivable | 1,452 | (2,416) |
Other assets | (16,948) | (16,040) |
Accounts payable and accrued expenses | (10,208) | (19,911) |
Deferred income, gains and rent | 1,199 | (960) |
Other liabilities | 4,098 | (2,190) |
Net cash provided by operating activities | 23,811 | 5,375 |
Cash flows from investing activities: | ||
Capital expenditures for tenant improvements | (15,904) | (13,637) |
Capital expenditures for redevelopments | (4,013) | (14,114) |
Capital expenditures for developments | (7,404) | (4,588) |
Advances for the purchase of tenant assets, net of repayments | (998) | (26) |
Investment in unconsolidated real estate ventures | (26,975) | (10,627) |
Capital distributions from unconsolidated real estate ventures | 3,931 | 300 |
Leasing costs paid | (3,942) | (2,331) |
Net cash used in investing activities | (55,305) | (45,023) |
Cash flows from financing activities: | ||
Proceeds from credit facility borrowings | 37,000 | 115,000 |
Repayments of credit facility borrowings | 0 | (203,500) |
Repayments of unsecured notes | 0 | (54,301) |
Proceeds from unsecured term loan | 0 | 70,000 |
Proceeds from secured term loan | 0 | 245,000 |
Proceeds from construction loan | 5,076 | 0 |
Debt financing costs paid | (200) | (4,414) |
Shares used for employee taxes upon vesting of share awards | (594) | (652) |
Distributions paid to shareholders | (25,946) | (32,703) |
Distributions to noncontrolling interest | (77) | (98) |
Net cash provided by financing activities | 15,259 | 134,332 |
Increase/(Decrease) in cash and cash equivalents and restricted cash | (16,235) | 94,684 |
Cash and cash equivalents and restricted cash at beginning of period | 67,534 | 18,387 |
Cash and cash equivalents and restricted cash at end of period | 51,299 | 113,071 |
Reconciliation of cash and cash equivalents and restricted cash: | ||
Cash and cash equivalents, beginning of period | 58,319 | 17,551 |
Restricted cash, beginning of period | 9,215 | 836 |
Cash and cash equivalents and restricted cash at beginning of period | 67,534 | 18,387 |
Cash and cash equivalents, end of period | 43,210 | 96,945 |
Restricted cash, end of period | 8,089 | 16,126 |
Cash and cash equivalents and restricted cash at end of period | 51,299 | 113,071 |
Supplemental disclosure: | ||
Cash paid for interest, net of capitalized interest during the three months ended March 31, 2024 and 2023 of $3,918 and $4,072, respectively | 23,368 | 17,007 |
Cash paid for income taxes | 0 | 1 |
Supplemental disclosure of non-cash activity: | ||
Dividends and distributions declared but not paid | 26,248 | 32,823 |
Change in investment in real estate ventures as a result of deconsolidation | 0 | 8,595 |
Change in operating real estate from deconsolidation of operating properties | 0 | (7,814) |
Change in capital expenditures financed through accounts payable at period end | (1,179) | 451 |
Change in capital expenditures financed through retention payable at period end | $ 648 | $ 255 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Cash Flows [Abstract] | ||
Capitalized interest | $ 3,918 | $ 4,072 |
CONSOLIDATED BALANCE SHEETS - B
CONSOLIDATED BALANCE SHEETS - BRANDYWINE OPERATING PARTNERSHIP, L.P. - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Real estate investments: | ||
Operating properties | $ 3,549,674 | $ 3,542,232 |
Accumulated depreciation | (1,163,782) | (1,131,792) |
Right of use asset - operating leases, net | 18,875 | 19,031 |
Operating real estate investments, net | 2,404,767 | 2,429,471 |
Construction-in-progress | 146,194 | 135,529 |
Land held for development | 81,616 | 82,510 |
Prepaid leasehold interests in land held for development, net | 27,762 | 27,762 |
Total real estate investments, net | 2,660,339 | 2,675,272 |
Cash and cash equivalents | 43,210 | 58,319 |
Restricted cash and escrows | 8,089 | 9,215 |
Accounts receivable | 11,628 | 11,977 |
Accrued rent receivable, net of allowance of $2,435 and $2,672 as of March 31, 2024 and December 31, 2023, respectively | 189,718 | 186,708 |
Investment in unconsolidated real estate ventures | 618,042 | 601,227 |
Deferred costs, net | 95,049 | 95,984 |
Intangible assets, net | 7,112 | 7,694 |
Other assets | 103,573 | 86,051 |
Total assets | 3,736,760 | 3,732,447 |
LIABILITIES AND PARTNERS' EQUITY | ||
Secured debt, net | 260,936 | 255,671 |
Unsecured credit facility | 37,000 | 0 |
Unsecured term loan, net | 318,494 | 318,499 |
Unsecured senior notes, net | 1,564,825 | 1,564,662 |
Accounts payable and accrued expenses | 114,162 | 123,825 |
Distributions payable | 26,248 | 26,017 |
Deferred income, gains and rent | 25,363 | 24,248 |
Intangible liabilities, net | 8,022 | 8,270 |
Lease liability - operating leases | 23,415 | 23,369 |
Other liabilities | 66,049 | 63,729 |
Total liabilities | 2,444,514 | 2,408,290 |
Commitments and contingencies (See Note 15) | ||
Brandywine Operating Partnership, L.P.'s equity: | ||
Accumulated other comprehensive income (loss) | 5,339 | (668) |
Total liabilities and beneficiaries' equity | 3,736,760 | 3,732,447 |
BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
Real estate investments: | ||
Operating properties | 3,549,674 | 3,542,232 |
Accumulated depreciation | (1,163,782) | (1,131,792) |
Right of use asset - operating leases, net | 18,875 | 19,031 |
Operating real estate investments, net | 2,404,767 | 2,429,471 |
Construction-in-progress | 146,194 | 135,529 |
Land held for development | 81,616 | 82,510 |
Prepaid leasehold interests in land held for development, net | 27,762 | 27,762 |
Total real estate investments, net | 2,660,339 | 2,675,272 |
Cash and cash equivalents | 43,210 | 58,319 |
Restricted cash and escrows | 8,089 | 9,215 |
Accounts receivable | 11,628 | 11,977 |
Accrued rent receivable, net of allowance of $2,435 and $2,672 as of March 31, 2024 and December 31, 2023, respectively | 189,718 | 186,708 |
Investment in unconsolidated real estate ventures | 618,042 | 601,227 |
Deferred costs, net | 95,049 | 95,984 |
Intangible assets, net | 7,112 | 7,694 |
Other assets | 103,573 | 86,051 |
Total assets | 3,736,760 | 3,732,447 |
LIABILITIES AND PARTNERS' EQUITY | ||
Secured debt, net | 260,936 | 255,671 |
Unsecured credit facility | 37,000 | 0 |
Unsecured term loan, net | 318,494 | 318,499 |
Unsecured senior notes, net | 1,564,825 | 1,564,662 |
Accounts payable and accrued expenses | 114,162 | 123,825 |
Distributions payable | 26,248 | 26,017 |
Deferred income, gains and rent | 25,363 | 24,248 |
Intangible liabilities, net | 8,022 | 8,270 |
Lease liability - operating leases | 23,415 | 23,369 |
Other liabilities | 66,049 | 63,729 |
Total liabilities | 2,444,514 | 2,408,290 |
Commitments and contingencies (See Note 15) | ||
Redeemable limited partnership units at redemption value; 515,595 and 515,595 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 2,392 | 2,785 |
Brandywine Operating Partnership, L.P.'s equity: | ||
General Partnership Capital; 172,270,907 and 172,097,661 units issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 1,282,025 | 1,319,572 |
Accumulated other comprehensive income (loss) | 5,016 | (1,010) |
Total Brandywine Operating Partnership, L.P.'s equity | 1,287,041 | 1,318,562 |
Noncontrolling interest - consolidated real estate ventures | 2,813 | 2,810 |
Total partners' equity | 1,289,854 | 1,321,372 |
Total liabilities and beneficiaries' equity | $ 3,736,760 | $ 3,732,447 |
CONSOLIDATED BALANCE SHEETS -_2
CONSOLIDATED BALANCE SHEETS - BRANDYWINE OPERATING PARTNERSHIP, L.P. (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued rent receivable, allowance | $ 2,435 | $ 2,672 |
Common stock, shares issued (in shares) | 172,270,907 | 172,097,661 |
Common stock, shares outstanding (in shares) | 172,270,907 | 172,097,661 |
BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
Accrued rent receivable, allowance | $ 2,435 | $ 2,672 |
Common stock, shares issued (in shares) | 172,270,907 | 172,097,661 |
Common stock, shares outstanding (in shares) | 172,270,907 | 172,097,661 |
BRANDYWINE OPERATING PARTNERSHIP, L.P. | Class A Units | ||
Redeemable limited partnership units issued (in shares) | 515,595 | 515,595 |
Redeemable limited partnership units outstanding (in shares) | 515,595 | 515,595 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS - BRANDYWINE OPERATING PARTNERSHIP, L.P. - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Total revenue | $ 126,484 | $ 129,227 |
Operating expenses | ||
Property operating expenses | 32,279 | 33,594 |
Real estate taxes | 12,592 | 14,602 |
Third party management expenses | 2,543 | 2,639 |
Depreciation and amortization | 45,042 | 45,600 |
General and administrative expenses | 11,104 | 9,482 |
Total operating expenses | 103,560 | 105,917 |
Gain on sale of real estate | ||
Net gain on sale of undepreciated real estate | 0 | 781 |
Total gain on sale of real estate | 0 | 781 |
Operating income | 22,924 | 24,091 |
Other income (expense): | ||
Interest and investment income | 421 | 505 |
Interest expense | (25,049) | (22,653) |
Interest expense - amortization of deferred financing costs | (1,091) | (1,027) |
Equity in loss of unconsolidated real estate ventures | (13,588) | (6,167) |
Net loss on real estate venture transactions | (29) | 0 |
Net loss before income taxes | (16,412) | (5,251) |
Income tax provision | (2) | (25) |
Net loss | (16,414) | (5,276) |
Nonforfeitable dividends allocated to unvested restricted shareholders | (336) | (70) |
Net loss attributable to Common Shareholders of Brandywine Realty Trust | $ (16,704) | $ (5,329) |
Basic loss per Common Share (in dollars per share) | $ (0.10) | $ (0.03) |
Diluted loss per Common Share (in dollars per share) | $ (0.10) | $ (0.03) |
Basic weighted average common partnership units outstanding (in shares) | 172,207,037 | 171,673,167 |
Diluted weighted average common partnership units outstanding (in shares) | 172,207,037 | 171,673,167 |
BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
Revenue | ||
Total revenue | $ 126,484 | $ 129,227 |
Operating expenses | ||
Property operating expenses | 32,279 | 33,594 |
Real estate taxes | 12,592 | 14,602 |
Third party management expenses | 2,543 | 2,639 |
Depreciation and amortization | 45,042 | 45,600 |
General and administrative expenses | 11,104 | 9,482 |
Total operating expenses | 103,560 | 105,917 |
Gain on sale of real estate | ||
Net gain on sale of undepreciated real estate | 0 | 781 |
Total gain on sale of real estate | 0 | 781 |
Operating income | 22,924 | 24,091 |
Other income (expense): | ||
Interest and investment income | 421 | 505 |
Interest expense | (25,049) | (22,653) |
Interest expense - amortization of deferred financing costs | (1,091) | (1,027) |
Equity in loss of unconsolidated real estate ventures | (13,588) | (6,167) |
Net loss on real estate venture transactions | (29) | 0 |
Net loss before income taxes | (16,412) | (5,251) |
Income tax provision | (2) | (25) |
Net loss | (16,414) | (5,276) |
Net (income) loss attributable to noncontrolling interests - consolidated real estate ventures | (3) | 1 |
Net loss attributable to Brandywine Operating Partnership | (16,417) | (5,275) |
Nonforfeitable dividends allocated to unvested restricted shareholders | (336) | (70) |
Net loss attributable to Common Shareholders of Brandywine Realty Trust | $ (16,753) | $ (5,345) |
Basic loss per Common Share (in dollars per share) | $ (0.10) | $ (0.03) |
Diluted loss per Common Share (in dollars per share) | $ (0.10) | $ (0.03) |
Basic weighted average common partnership units outstanding (in shares) | 172,722,632 | 172,189,634 |
Diluted weighted average common partnership units outstanding (in shares) | 172,722,632 | 172,189,634 |
Rents | ||
Revenue | ||
Total revenue | $ 119,008 | $ 120,848 |
Rents | BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
Revenue | ||
Total revenue | 119,008 | 120,848 |
Third party management fees, labor reimbursement and leasing | ||
Revenue | ||
Total revenue | 5,894 | 6,002 |
Third party management fees, labor reimbursement and leasing | BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
Revenue | ||
Total revenue | 5,894 | 6,002 |
Other | ||
Revenue | ||
Total revenue | 1,582 | 2,377 |
Other | BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
Revenue | ||
Total revenue | $ 1,582 | $ 2,377 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - BRANDYWINE OPERATING PARTNERSHIP, L.P. - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net loss | $ (16,414) | $ (5,276) |
Comprehensive income (loss): | ||
Unrealized gain (loss) on derivative financial instruments | 6,026 | (5,291) |
Total comprehensive income (loss) | 6,026 | (5,291) |
Comprehensive loss | (10,388) | (10,567) |
Comprehensive (income) loss attributable to noncontrolling interest - consolidated real estate ventures | 27 | 17 |
Comprehensive loss attributable to Brandywine Realty Trust | (10,361) | (10,550) |
BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
Net loss | (16,414) | (5,276) |
Comprehensive income (loss): | ||
Unrealized gain (loss) on derivative financial instruments | 6,026 | (5,291) |
Total comprehensive income (loss) | 6,026 | (5,291) |
Comprehensive loss | (10,388) | (10,567) |
Comprehensive (income) loss attributable to noncontrolling interest - consolidated real estate ventures | (3) | 1 |
Comprehensive loss attributable to Brandywine Realty Trust | $ (10,391) | $ (10,566) |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY - BRANDYWINE OPERATING PARTNERSHIP, L.P. - USD ($) $ in Thousands | Total | Accumulated Other Comprehensive Income | Noncontrolling Interest - Consolidated Real Estate Ventures | BRANDYWINE OPERATING PARTNERSHIP, L.P. | BRANDYWINE OPERATING PARTNERSHIP, L.P. Accumulated Other Comprehensive Income | BRANDYWINE OPERATING PARTNERSHIP, L.P. Noncontrolling Interest - Consolidated Real Estate Ventures | BRANDYWINE OPERATING PARTNERSHIP, L.P. General Partner Capital |
Beginning balance (in shares) at Dec. 31, 2022 | 171,569,807 | ||||||
Beginning balance at Dec. 31, 2022 | $ 1,630,139 | $ 3,569 | $ 2,832 | $ 1,623,738 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net loss | $ (5,276) | $ (17) | (5,276) | (1) | $ (5,275) | ||
Other comprehensive (loss) income | (5,291) | $ (5,307) | 16 | (5,291) | (5,291) | ||
Deferred compensation obligation (in shares) | (13,422) | ||||||
Deferred compensation obligation | (88) | (88) | $ (88) | ||||
Share-based compensation activity (in shares) | 171,318 | ||||||
Share-based compensation activity | 3,371 | 3,371 | $ 3,371 | ||||
Adjustment of redeemable partnership units to liquidation value at period end | 779 | 779 | |||||
Distributions declared to general partnership unit holders | (32,734) | $ (32,734) | |||||
Ending balance (in shares) at Mar. 31, 2023 | 171,727,703 | ||||||
Ending balance at Mar. 31, 2023 | 1,590,900 | (1,722) | 2,831 | $ 1,589,791 | |||
Beginning balance (in shares) at Dec. 31, 2023 | 172,097,661 | ||||||
Beginning balance at Dec. 31, 2023 | 1,321,372 | (1,010) | 2,810 | $ 1,319,572 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net loss | (16,414) | (46) | (16,414) | 3 | $ (16,417) | ||
Other comprehensive (loss) income | 6,026 | $ 6,007 | $ 19 | 6,026 | 6,026 | ||
Deferred compensation obligation (in shares) | (21,234) | ||||||
Deferred compensation obligation | (100) | (100) | $ (100) | ||||
Share-based compensation activity (in shares) | 194,480 | ||||||
Share-based compensation activity | $ 4,831 | 4,831 | $ 4,831 | ||||
Adjustment of redeemable partnership units to liquidation value at period end | 316 | 316 | |||||
Distributions declared to general partnership unit holders | (26,177) | $ (26,177) | |||||
Ending balance (in shares) at Mar. 31, 2024 | 172,270,907 | ||||||
Ending balance at Mar. 31, 2024 | $ 1,289,854 | $ 5,016 | $ 2,813 | $ 1,282,025 |
CONSOLIDATED STATEMENTS OF PA_2
CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY - BRANDYWINE OPERATING PARTNERSHIP, L.P. (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
BRANDYWINE OPERATING PARTNERSHIP, L.P. | General Partner Capital | ||
Distributions to general partnership unitholders (in dollars per share) | $ 0.15 | $ 0.19 |
CONSOLIDATED STATEMENTS OF CA_3
CONSOLIDATED STATEMENTS OF CASH FLOWS - BRANDYWINE OPERATING PARTNERSHIP L.P. - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (16,414) | $ (5,276) |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 45,042 | 45,600 |
Amortization of deferred financing costs | 1,091 | 1,027 |
Amortization of debt discount/(premium), net | (250) | (258) |
Amortization of stock compensation costs | 4,378 | 3,398 |
Straight-line rent income | (3,199) | (2,835) |
Amortization of acquired above (below) market leases, net | (246) | (376) |
Ground rent expense | 197 | 201 |
Net loss on real estate venture transactions | 29 | 0 |
Total gain on sale of real estate | 0 | (781) |
Loss from unconsolidated real estate ventures, including income distributions | 13,588 | 6,167 |
Income tax provision | 2 | 25 |
Changes in assets and liabilities: | ||
Accounts receivable | 1,452 | (2,416) |
Other assets | (16,948) | (16,040) |
Accounts payable and accrued expenses | (10,208) | (19,911) |
Deferred income, gains and rent | 1,199 | (960) |
Other liabilities | 4,098 | (2,190) |
Net cash provided by operating activities | 23,811 | 5,375 |
Cash flows from investing activities: | ||
Capital expenditures for tenant improvements | (15,904) | (13,637) |
Capital expenditures for redevelopments | (4,013) | (14,114) |
Capital expenditures for developments | (7,404) | (4,588) |
Advances for the purchase of tenant assets, net of repayments | (998) | (26) |
Investment in unconsolidated real estate ventures | (26,975) | (10,627) |
Capital distributions from unconsolidated real estate ventures | 3,931 | 300 |
Leasing costs paid | (3,942) | (2,331) |
Net cash used in investing activities | (55,305) | (45,023) |
Cash flows from financing activities: | ||
Proceeds from credit facility borrowings | 37,000 | 115,000 |
Repayments of credit facility borrowings | 0 | (203,500) |
Repayments of unsecured notes | 0 | (54,301) |
Proceeds from unsecured term loan | 0 | 70,000 |
Proceeds from secured term loan | 0 | 245,000 |
Proceeds from construction loan | 5,076 | 0 |
Debt financing costs paid | (200) | (4,414) |
Shares used for employee taxes upon vesting of share awards | (594) | (652) |
Distributions paid to preferred and common partnership units | (25,946) | (32,703) |
Net cash provided by financing activities | 15,259 | 134,332 |
Increase/(Decrease) in cash and cash equivalents and restricted cash | (16,235) | 94,684 |
Cash and cash equivalents and restricted cash at beginning of period | 67,534 | 18,387 |
Cash and cash equivalents and restricted cash at end of period | 51,299 | 113,071 |
Reconciliation of cash and cash equivalents and restricted cash: | ||
Cash and cash equivalents, beginning of period | 58,319 | 17,551 |
Restricted cash, beginning of period | 9,215 | 836 |
Cash and cash equivalents and restricted cash at beginning of period | 67,534 | 18,387 |
Cash and cash equivalents, end of period | 43,210 | 96,945 |
Restricted cash, end of period | 8,089 | 16,126 |
Cash and cash equivalents and restricted cash at end of period | 51,299 | 113,071 |
Supplemental disclosure: | ||
Cash paid for interest, net of capitalized interest during the three months ended March 31, 2024 and 2023 of $3,918 and $4,072, respectively | 23,368 | 17,007 |
Cash paid for income taxes | 0 | 1 |
Supplemental disclosure of non-cash activity: | ||
Dividends and distributions declared but not paid | 26,248 | 32,823 |
Change in investment in real estate ventures as a result of deconsolidation | 0 | 8,595 |
Change in operating real estate from deconsolidation of operating properties | 0 | (7,814) |
Change in capital expenditures financed through accounts payable at period end | (1,179) | 451 |
Change in capital expenditures financed through retention payable at period end | 648 | 255 |
BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
Cash flows from operating activities: | ||
Net loss | (16,414) | (5,276) |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 45,042 | 45,600 |
Amortization of deferred financing costs | 1,091 | 1,027 |
Amortization of debt discount/(premium), net | (250) | (258) |
Amortization of stock compensation costs | 4,378 | 3,398 |
Straight-line rent income | (3,199) | (2,835) |
Amortization of acquired above (below) market leases, net | (246) | (376) |
Ground rent expense | 197 | 201 |
Net loss on real estate venture transactions | 29 | 0 |
Total gain on sale of real estate | 0 | (781) |
Loss from unconsolidated real estate ventures, including income distributions | 13,588 | 6,167 |
Income tax provision | 2 | 25 |
Changes in assets and liabilities: | ||
Accounts receivable | 1,452 | (2,416) |
Other assets | (16,948) | (16,040) |
Accounts payable and accrued expenses | (10,208) | (19,911) |
Deferred income, gains and rent | 1,199 | (960) |
Other liabilities | 4,098 | (2,190) |
Net cash provided by operating activities | 23,811 | 5,375 |
Cash flows from investing activities: | ||
Capital expenditures for tenant improvements | (15,904) | (13,637) |
Capital expenditures for redevelopments | (4,013) | (14,114) |
Capital expenditures for developments | (7,404) | (4,588) |
Advances for the purchase of tenant assets, net of repayments | (998) | (26) |
Investment in unconsolidated real estate ventures | (26,975) | (10,627) |
Capital distributions from unconsolidated real estate ventures | 3,931 | 300 |
Leasing costs paid | (3,942) | (2,331) |
Net cash used in investing activities | (55,305) | (45,023) |
Cash flows from financing activities: | ||
Proceeds from credit facility borrowings | 37,000 | 115,000 |
Repayments of credit facility borrowings | 0 | (203,500) |
Repayments of unsecured notes | 0 | (54,301) |
Proceeds from unsecured term loan | 0 | 70,000 |
Proceeds from secured term loan | 0 | 245,000 |
Proceeds from construction loan | 5,076 | 0 |
Debt financing costs paid | (200) | (4,414) |
Shares used for employee taxes upon vesting of share awards | (594) | (652) |
Distributions paid to preferred and common partnership units | (26,023) | (32,801) |
Net cash provided by financing activities | 15,259 | 134,332 |
Increase/(Decrease) in cash and cash equivalents and restricted cash | (16,235) | 94,684 |
Cash and cash equivalents and restricted cash at beginning of period | 67,534 | 18,387 |
Cash and cash equivalents and restricted cash at end of period | 51,299 | 113,071 |
Reconciliation of cash and cash equivalents and restricted cash: | ||
Cash and cash equivalents, beginning of period | 58,319 | 17,551 |
Restricted cash, beginning of period | 9,215 | 836 |
Cash and cash equivalents and restricted cash at beginning of period | 67,534 | 18,387 |
Cash and cash equivalents, end of period | 43,210 | 96,945 |
Restricted cash, end of period | 8,089 | 16,126 |
Cash and cash equivalents and restricted cash at end of period | 51,299 | 113,071 |
Supplemental disclosure: | ||
Cash paid for interest, net of capitalized interest during the three months ended March 31, 2024 and 2023 of $3,918 and $4,072, respectively | 23,368 | 17,007 |
Cash paid for income taxes | 0 | 1 |
Supplemental disclosure of non-cash activity: | ||
Dividends and distributions declared but not paid | 26,248 | 32,823 |
Change in investment in real estate ventures as a result of deconsolidation | 0 | 8,595 |
Change in operating real estate from deconsolidation of operating properties | 0 | (7,814) |
Change in capital expenditures financed through accounts payable at period end | (1,179) | 451 |
Change in capital expenditures financed through retention payable at period end | $ 648 | $ 255 |
CONSOLIDATED STATEMENTS OF CA_4
CONSOLIDATED STATEMENTS OF CASH FLOWS - BRANDYWINE OPERATING PARTNERSHIP L.P. (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Capitalized interest | $ 3,918 | $ 4,072 |
BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
Capitalized interest | $ 3,918 | $ 4,072 |
ORGANIZATION OF THE PARENT COMP
ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP | 1. ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP Brandywine Realty Trust (the “Parent Company”) is a self-administered and self-managed real estate investment trust (“REIT”) engaged in the acquisition, development, redevelopment, ownership, management, and operation of a portfolio of office and mixed-use properties. The Parent Company owns its assets and conducts its operations through Brandywine Operating Partnership, L.P. (the “Operating Partnership”) and subsidiaries of the Operating Partnership. The Parent Company is the sole general partner of the Operating Partnership and, as of March 31, 2024, owned a 99.7% interest in the Operating Partnership. The Parent Company’s common shares of beneficial interest (“common shares”) are publicly traded on the New York Stock Exchange under the ticker symbol “BDN.” The Parent Company, the Operating Partnership, and their consolidated subsidiaries are collectively referred to as the “Company.” As of March 31, 2024, the Company owned 72 properties that contained an aggregate of approximately 13.0 million net rentable square feet (collectively, the “Properties”). The Company’s core portfolio of operating properties (the “Core Properties”) excludes development properties, redevelopment properties, recently completed properties, and properties held for sale. The Properties were comprised of the following as of March 31, 2024: Number of Properties Rentable Square Feet Office properties 65 11,773,665 Mixed-use properties 4 924,450 Core Properties 69 12,698,115 Development property 2 144,685 Recently completed - not stabilized property 1 168,294 The Properties 72 13,011,094 In addition to the Properties, as of March 31, 2024, the Company owned 141.6 acres of land held for development. The Company also held a leasehold interest in one land parcel totaling 0.8 acres, acquired through a prepaid 99-year ground lease, and held options to purchase approximately 5.1 additional acres of undeveloped land. As of March 31, 2024, the total potential development that this inventory of land could support under current zoning and entitlements, including the parcels under option, amounted to an estimated 12.1 million net rentable square feet. As of March 31, 2024, the Company also owned economic interests in twelve unconsolidated real estate ventures (see Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information). The Properties and the properties owned by the unconsolidated real estate ventures are primarily located in or near Philadelphia, Pennsylvania; Austin, Texas; Metropolitan Washington, D.C.; Southern New Jersey; and Wilmington, Delaware. The Company conducts its third-party real estate management services business primarily through wholly-owned management company subsidiaries. As of March 31, 2024, the management company subsidiaries were managing properties containing an aggregate of approximately 22.3 million net rentable square feet, of which approximately 13.0 million net rentable square feet related to Properties owned by the Company and approximately 9.3 million net rentable square feet related to properties owned by third parties and unconsolidated real estate ventures. Unless otherwise indicated, all references in this Form 10-Q to square feet represent net rentable area. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION Basis of Presentation The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments consist solely of normal recurring matters, and result in a fair statement of the financial position of the Company as of March 31, 2024, the results of its operations for the three months ended March 31, 2024 and 2023 and its cash flows for the three months ended March 31, 2024 and 2023. The results of operations for such interim periods are not necessarily indicative of the results for a full year. These consolidated financial statements should be read in conjunction with the Parent Company’s and the Operating Partnership’s consolidated financial statements and footnotes included in their combined Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024. The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements as of that date but does not include all the information and footnotes required by GAAP for complete financial statements. The Company’s Annual Report on Form 10-K for the year ended December 31, 2023 contains a discussion of the Company’s significant accounting policies under Note 2, “Summary of Significant Accounting Policies” . There have been no material changes in the Company’s significant accounting policies since December 31, 2023. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The estimates and assumptions include, but are not limited to, common development cost estimates for the Company’s contributions to development joint ventures. The common development cost estimates for development joint venture contributions are highly judgmental, covering significant future time horizons and are sensitive to cost escalation, sales price escalation and absorption, which are affected by expectations about future market or economic conditions. Actual results could differ from these and other estimates. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). |
REAL ESTATE INVESTMENTS
REAL ESTATE INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | 3. REAL ESTATE INVESTMENTS As of March 31, 2024 and December 31, 2023, the gross carrying value of the operating properties was as follows (in thousands): March 31, 2024 December 31, 2023 Land $ 394,628 $ 394,669 Building and improvements 2,677,619 2,671,024 Tenant improvements 477,427 476,539 Total $ 3,549,674 $ 3,542,232 |
INVESTMENT IN UNCONSOLIDATED RE
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES | 4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES As of March 31, 2024, the Company held ownership interests in twelve unconsolidated real estate ventures, with a net aggregate investment balance of $565.8 million, which includes a negative investment balance in one unconsolidated real estate venture of $52.2 million, reflected within “Other liabilities” on the consolidated balance sheets. As of March 31, 2024, five of the real estate ventures owned properties that contained an aggregate of approximately 9.1 million net rentable square feet of office space; two real estate ventures owned 1.4 acres of land held for development; four real estate ventures owned 7.5 acres of land in active development; one real estate venture owned a mixed used tower comprised of 250 apartment units and 0.2 million net rentable square feet of office/retail space. The Company accounts for its interests in the unconsolidated real estate ventures, which range from 15% to 78%, using the equity method. Certain of the unconsolidated real estate ventures are subject to specified priority allocations of distributable cash. The Company earned management fees from the unconsolidated real estate ventures of $1.9 million and $2.1 million for the three months ended March 31, 2024 and 2023, respectively. The Company earned leasing commissions from the unconsolidated real estate ventures of $0.6 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively. The Company had outstanding accounts receivable balances from the unconsolidated real estate ventures of $2.7 million and $3.5 million as of March 31, 2024 and December 31, 2023, respectively. The amounts reflected in the following tables (except for the Company’s share of equity in income) are based on the financial information of the individual unconsolidated real estate ventures. The following is a summary of the financial position of the unconsolidated real estate ventures in which the Company held interests as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 (b) December 31, 2023 Net property $ 1,959,104 $ 2,339,921 Other assets 416,628 534,658 Other liabilities 413,416 443,536 Debt, net 1,067,443 1,407,858 Equity (a) 894,873 1,023,185 (a) This amount does not include the effect of the basis difference between the Company’s historical cost basis and the basis recorded at the real estate venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from the impairment of investments, purchases of third-party interests in existing real estate ventures and upon the transfer of assets that were previously owned by the Company into a real estate venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the real estate venture level. (b) Excludes amounts related to the Mid-Atlantic Office JV and Herndon Innovation Center Metro Portfolio Venture, LLC, as the Company discontinued applying the equity method of accounting after December 31, 2023. The following is a summary of results of operations of the unconsolidated real estate ventures in which the Company held interests during the three-month periods ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Revenue $ 45,949 $ 57,886 Operating expenses (24,881) (28,851) Interest expense, net (17,363) (15,891) Depreciation and amortization (20,889) (24,174) Loss on property disposition (490) Net loss $ (17,674) $ (11,030) Ownership interest % Various Various Company's share of net loss $ (13,814) $ (6,124) Basis adjustments and other 226 (43) Equity in loss of unconsolidated real estate ventures $ (13,588) $ (6,167) MAP Venture The MAP Venture owns 57 office properties that contain an aggregate of 3,868,811 net rentable square feet located in the Pennsylvania Suburbs, New Jersey/Delaware, Metropolitan Washington, D.C. and Richmond, Virginia (the “MAP Venture”). The MAP Venture leases the land parcels under the 57 office properties through a ground lease that extends through February 2115. The properties held by the MAP Venture are encumbered by a mortgage on the MAP Venture's leasehold interest in the buildings that is nonrecourse to the Company and the assignment of the related rents and leases. The mortgage loan had an original maturity date of August 1, 2023. The lender provided the MAP Venture with three successive two-month extensions that matured on February 27, 2024. At March 31, 2024, the mortgage balance was $179.1 million. 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 of the venture. At present, there can be no assurance as to the outcome of these discussions . At March 31, 2024, the Company's negative investment balance was $52.2 million. The Company has no obligation to fund additional equity to the MAP Venture. Mid-Atlantic Office JV On December 21, 2020, the Company contributed a portfolio of 12 properties containing an aggregate of 1,128,645 net rentable square feet, nine of which are located in the Pennsylvania Suburbs segment and three located in the Company's former Metropolitan Washington, D.C. segment, to the Mid-Atlantic Office JV, for a gross sales price of $192.9 million. Upon consummation of the transaction, the Company owned approximately 40% of the equity interest in the venture. On the closing date, Mid-Atlantic Office JV obtained $147.4 million of third-party debt financing secured by the 12 properties within the venture, with an initial advance of $120.8 million. The loan bears interest at SOFR + 3.25% per annum and matured on January 9, 2024. 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 of the venture. At present, there can be no assurance as to the outcome of these discussions. As of March 31, 2024, the Company's investment in the Mid-Atlantic Office JV was zero, and the Company has discontinued applying the equity method of accounting on these assets as the Company has not guaranteed the venture's obligations or otherwise committed to providing financial support. Herndon Innovation Center Metro Portfolio Venture, LLC The Herndon Innovation Center Metro Portfolio Venture, LLC (“Herndon Innovation Center”) consists of eight properties containing an aggregate of 1,293,197 net rentable square feet, located in the Company's former Metropolitan Washington, D.C. segment. The Company and its partner own 15% and 85% equity interests in the Herndon Innovation Center, respectively. The properties held by Herndon Innovation Center are encumbered by a $233.4 million secured mortgage loan that matured on March 29, 2024 and is nonrecourse to the Company. 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 of the venture. At present, there can be no assurance as to the outcome of these discussions. As of March 31, 2024, the Company's investment in the Herndon Innovation Center was zero, and the Company has discontinued applying the equity method of accounting on these assets as the Company has not guaranteed the venture's obligations or otherwise committed to providing financial support. Cira Square 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 net rentable square feet for a gross purchase price of $383.0 million. The Company owns a 20% equity interest in Cira Square Venture and provided an initial capital contribution of $28.6 million on the closing date. On the closing date, Cira Square Venture obtained $257.7 million of third-party debt financing secured by the property which is nonrecourse to the Company. The loan bears interest at 3.50% over one-month term SOFR per annum, and matured on April 1, 2024. On April 1, 2024, the venture's loan received an extension to July 1, 2024. 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 of the venture. At present, there can be no assurance as to the outcome of these discussions. At March 31, 2024, the Company's investment balance was $25.1 million. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | 5. LEASES Lessor Accounting The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, Lease Revenue 2024 2023 Fixed contractual payments $ 92,213 $ 91,682 Variable lease payments 24,198 26,515 Total $ 116,411 $ 118,197 |
LEASES | 5. LEASES Lessor Accounting The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, Lease Revenue 2024 2023 Fixed contractual payments $ 92,213 $ 91,682 Variable lease payments 24,198 26,515 Total $ 116,411 $ 118,197 |
INTANGIBLE ASSETS AND LIABILITI
INTANGIBLE ASSETS AND LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND LIABILITIES | 6. INTANGIBLE ASSETS AND LIABILITIES As of March 31, 2024 and December 31, 2023, the Company’s intangible assets/liabilities were comprised of the following (in thousands): March 31, 2024 Total Cost Accumulated Amortization Intangible Assets, net Intangible assets, net: In-place lease value $ 18,716 $ (11,687) $ 7,029 Tenant relationship value 110 (53) 57 Above market leases acquired 75 (49) 26 Total intangible assets, net $ 18,901 $ (11,789) $ 7,112 Total Cost Accumulated Amortization Intangible Liabilities, net Intangible liabilities, net: Below market leases acquired $ 17,179 $ (9,157) $ 8,022 December 31, 2023 Total Cost Accumulated Amortization Intangible Assets, net Intangible assets, net: In-place lease value $ 24,281 $ (16,673) $ 7,608 Tenant relationship value 110 (52) 58 Above market leases acquired 75 (47) 28 Total intangible assets, net $ 24,466 $ (16,772) $ 7,694 Total Cost Accumulated Amortization Intangible Liabilities, net Intangible liabilities, net: Below market leases acquired $ 17,588 $ (9,318) $ 8,270 As of March 31, 2024, the Company’s annual amortization for its intangible assets/liabilities, assuming no prospective early lease terminations, was as follows (dollars in thousands): Assets Liabilities 2024 (nine months remaining) $ 1,236 $ 681 2025 1,485 869 2026 1,093 739 2027 808 623 2028 313 534 Thereafter 2,177 4,576 Total $ 7,112 $ 8,022 |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT OBLIGATIONS | 7. DEBT OBLIGATIONS The following table sets forth information regarding the Company’s consolidated debt obligations outstanding as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Effective Maturity SECURED DEBT: $245.0M 5.88% Secured Term Loan due 2028 $ 245,000 $ 245,000 5.88% February 2028 $50.0M Construction Loan due 2026 18,899 13,824 SOFR + 2.50% August 2026 Principal balance outstanding 263,899 258,824 Less: deferred financing costs (2,963) (3,153) Total Secured indebtedness $ 260,936 $ 255,671 UNSECURED DEBT $600 million Unsecured Credit Facility $ 37,000 — SOFR + 1.50% June 2027 (a) Term Loan - Swapped to fixed 250,000 250,000 SOFR + 1.70% (b) June 2027 (a) $70.0 million Term Loan 70,000 70,000 SOFR + 2.00% February 2025 (a) $350.0M 4.10% Guaranteed Notes due 2024 340,000 340,000 3.78% October 2024 $450.0M 3.95% Guaranteed Notes due 2027 450,000 450,000 4.03% November 2027 $350.0M 7.55% Guaranteed Notes due 2028 350,000 350,000 7.98% (c) March 2028 $350.0M 4.55% Guaranteed Notes due 2029 350,000 350,000 4.30% October 2029 Indenture IA (Preferred Trust I) 27,062 27,062 SOFR + 1.51 (d) March 2035 Indenture IB (Preferred Trust I) 25,774 25,774 SOFR + 1.51 (d) April 2035 Indenture II (Preferred Trust II) 25,774 25,774 SOFR + 1.51 (d) July 2035 Principal balance outstanding 1,925,610 1,888,610 Plus: original issue premium (discount), net 1,628 1,878 Less: deferred financing costs (6,919) (7,327) Total unsecured indebtedness $ 1,920,319 $ 1,883,161 Total Debt Obligations $ 2,181,255 $ 2,138,832 (a) Spread includes a 10 basis point daily SOFR adjustment. (b) On November 23, 2022, the $250.0 million unsecured term loan was swapped to a fixed rate. At March 31, 2024, the fixed rate for this instrument is 5.41% and matures on June 30, 2027. The effective date of the swap was January 31, 2023. (c) During the third quarter of 2023, Moody’s downgraded our senior unsecured credit rating from Baa3 to Ba1. As a result of the downgrade, the interest rate on our 7.55% Guaranteed Notes due 2028 (the "2028 Notes") increased 25 basis points in September 2023 due to the coupon adjustment provisions within the 2028 Notes. During the first quarter of 2024, S&P downgraded our senior unsecured credit rating from BBB- to BB+. As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.05% in March 2024 due to the coupon adjustment provisions within the 2028 Notes. (d) 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 Company utilizes borrowings under its unsecured credit facility (the “Unsecured Credit Facility”) for general business purposes, including to fund costs of acquisitions, developments and redevelopments of properties, fund share repurchases and repay other debt. The Unsecured Credit Facility provides for borrowings of up to $600.0 million and the per annum variable interest rate on borrowings is SOFR plus 1.40% plus a spread adjustment of 0.10%. The interest rate and facility fee are subject to adjustment upon a change in the Company’s unsecured debt ratings. During the three months ended March 31, 2024, the weighted-average interest rate on Unsecured Credit Facility borrowings was 6.77%, resulting in $0.2 million of interest expense for such period. Guaranteed Notes due 2029 O n April 12, 2024, th e Company completed an underwritten offering of $400.0 million aggregate principal amount of its 8.875% Guaranteed Notes due 2029 (the “2029 Notes”). The 2029 Notes were priced at approximately 99.51% of their face amount. The Company received approximately $391.8 million of net proceeds after the deduction for underwriting discounts and offering expenses. On April 15, 2024, the Company commenced a tender offer (the “Tender Offer”) for any and all of the outstanding $335.1 million principal amount of its 4.10% Guaranteed Notes due 2024 (the “2024 Notes”). The purchase price offered per $1,000 principal amount of 2024 Notes pursuant to the Tender Offer was determined by reference to the fixed spread for the 2024 Notes of 0 basis points plus the yield based on the bid-side price of the 4.250% U.S. Treasury due September 30, 2024. The Tender Offer expired on April 19, 2024. Upon completion of the Tender Offer, on April 23, 2024, the Company issued a redemption notice to redeem any 2024 Notes that remained outstanding after the Tender Offer. The expected redemption date is June 7, 2024. Additional Information on Unsecured and Secured Consolidated Debt 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. The Company was in compliance with all financial covenants as of March 31, 2024. Certain of the covenants restrict the Company’s ability to obtain alternative sources of capital. As of March 31, 2024, the aggregate scheduled principal payments on the Company’s consolidated debt obligations (secured and unsecured) were as follows (in thousands): 2024 (nine months remaining) $ 340,000 2025 70,000 2026 18,899 2027 737,000 2028 595,000 Thereafter 428,610 Total principal payments 2,189,509 Net unamortized premiums/(discounts) 1,628 Net deferred financing costs (9,882) Outstanding indebtedness $ 2,181,255 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 8. FAIR VALUE OF FINANCIAL INSTRUMENTS Financial assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access; • Level 2 inputs are inputs, other than quoted prices included in Level 1, which are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and • Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity or information. The Company determined the fair values disclosed below using available market information and discounted cash flow analyses as of March 31, 2024 and December 31, 2023, respectively. The discount rate used in calculating fair value is the sum of the current risk free rate and the risk premium on the date of measurement of the instruments or obligations. Considerable judgment is necessary to interpret market data and to develop the related estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize upon disposition. The use of different estimates and valuation methodologies may have a material effect on the fair value amounts shown. The Company believes that the carrying amounts reflected in the consolidated balance sheets at March 31, 2024 and December 31, 2023 approximate the fair values for cash and cash equivalents, accounts receivable, other assets and liabilities, accounts payable and accrued expenses because they are short-term in duration. The following are financial instruments for which the Company’s estimates of fair value differ from the carrying amounts (in thousands): March 31, 2024 December 31, 2023 Carrying Amount (a) Fair Value Carrying Amount (a) Fair Value Unsecured notes payable $ 1,486,215 $ 1,396,547 $ 1,486,052 $ 1,386,621 Variable rate debt 453,003 412,377 410,932 370,665 Secured fixed rate debt 242,036 232,653 241,847 233,088 (a) Net of deferred financing costs of $5.4 million and $5.8 million for unsecured notes payable, $1.5 million and $1.5 million for variable rate debt and $3.0 million and $3.2 million for secured fixed rate debt as of March 31, 2024 and December 31, 2023. The Company used quoted market prices as of March 31, 2024 and December 31, 2023 to value the unsecured notes payable and, as such, categorized them as Level 2. The inputs utilized to determine the fair value of the Company’s variable rate debt are categorized as Level 3. The fair value of the variable rate debt was determined using a discounted cash flow model that considered borrowing rates available to the Company for loans with similar terms and characteristics. The inputs utilized to determine fair value of the Company’s notes receivable are unobservable and, as such, were categorized as Level 3. Fair value was determined using a discounted cash flow model that considered the contractual interest and principal payments discounted at a blended interest rate of the notes receivable. For the Company’s Level 3 financial instruments for which fair value is disclosed, an increase in the discount rate used to determine fair value would result in a decrease to the fair value. Conversely, a decrease in the discount rate would result in an increase to the fair value. Disclosure about the fair value of financial instruments is based upon pertinent information available to management as of March 31, 2024 and December 31, 2023. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts were not comprehensively revalued for purposes of these financial statements since March 31, 2024. Current estimates of fair value may differ from the amounts presented herein. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 9. DERIVATIVE FINANCIAL INSTRUMENTS The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of March 31, 2024 and December 31, 2023. The notional amounts provide an indication of the extent of the Company’s involvement in these instruments at that time, but do not represent exposure to credit, interest rate or market risks (amounts presented in thousands). Hedge Product Hedge Type Designation Notional Amount Strike Trade Date Maturity Date Fair value 3/31/2024 12/31/2023 3/31/2024 12/31/2023 Assets/(Liabilities) Swap Interest Rate Cash Flow (a) $ 250,000 $ 250,000 3.729 % November 23, 2022 June 30, 2027 $ 3,226 $ (757) Swap Interest Rate Cash Flow (a) 27,062 — 3.629 % January 12, 2024 December 30, 2026 438 — Swap Interest Rate Cash Flow (a) 51,548 — 3.725 % January 12, 2024 January 30, 2027 698 — $ 328,610 $ 250,000 (a) Hedging unsecured variable rate debt. 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. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that the inputs utilized to determine the fair value of derivative instruments are classified in Level 2 of the fair value hierarchy. |
LIMITED PARTNERS' NONCONTROLLIN
LIMITED PARTNERS' NONCONTROLLING INTERESTS IN THE PARENT COMPANY | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
LIMITED PARTNERS' NONCONTROLLING INTERESTS IN THE PARENT COMPANY | 10. LIMITED PARTNERS’ NONCONTROLLING INTERESTS IN THE PARENT COMPANY Noncontrolling interests in the Parent Company’s financial statements relate to redeemable common limited partnership interests in the Operating Partnership held by parties other than the Parent Company and properties which are consolidated but not wholly-owned by the Operating Partnership. Operating Partnership The aggregate book value of the noncontrolling interests associated with the redeemable common limited partnership units in the accompanying consolidated balance sheet of the Parent Company was $3.9 million and $4.1 million as of March 31, 2024 and December 31, 2023, respectively. Under the applicable accounting guidance, the redemption value of the redeemable common limited partnership units is carried at fair value. The aggregate settlement value of these units (based on the number of units outstanding and the average closing price of the common shares during the last five business days of the quarter ended March 31, 2024) was approximately $2.4 million and $2.8 million as of March 31, 2024 and December 31, 2023, respectively. |
BENEFICIARIES' EQUITY OF THE PA
BENEFICIARIES' EQUITY OF THE PARENT COMPANY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
BENEFICIARIES' EQUITY OF THE PARENT COMPANY | 11. BENEFICIARIES’ EQUITY OF THE PARENT COMPANY Earnings per Share (EPS) The following table details the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding): Three Months Ended March 31, 2024 2023 Basic Diluted Basic Diluted Numerator Net loss $ (16,414) $ (16,414) $ (5,276) $ (5,276) Net loss attributable to noncontrolling interests 46 46 17 17 Nonforfeitable dividends allocated to unvested restricted shareholders (336) (336) (70) (70) Net loss attributable to common shareholders $ (16,704) $ (16,704) $ (5,329) $ (5,329) Denominator Weighted-average shares outstanding 172,207,037 172,207,037 171,673,167 171,673,167 Loss per Common Share: Net loss attributable to common shareholders $ (0.10) $ (0.10) $ (0.03) $ (0.03) Redeemable common limited partnership units totaling 515,595 and 516,467 at March 31, 2024 and March 31, 2023, respectively, were excluded from the diluted earnings per share computations because they are not dilutive. Unvested restricted shares are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. For the three months ended March 31, 2024 and 2023, earnings representing nonforfeitable dividends as noted in the table above were allocated to the unvested restricted shares issued to the Company’s executives and other employees under the Company’s shareholder-approved long-term equity incentive plan. Common Shares On February 14, 2024, the Parent Company declared a distribution of $0.15 per common share, totaling $26.3 million, which was paid on April 18, 2024 to shareholders of record as of April 4, 2024. |
PARTNERS' EQUITY OF THE PARENT
PARTNERS' EQUITY OF THE PARENT COMPANY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
PARTNERS' EQUITY OF THE PARENT COMPANY | 12. PARTNERS’ EQUITY OF THE PARENT COMPANY Earnings per Common Partnership Unit The following table details the number of units and net income used to calculate basic and diluted earnings per common partnership unit (in thousands, except unit and per unit amounts; results may not add due to rounding): Three Months Ended March 31, 2024 2023 Basic Diluted Basic Diluted Numerator Net loss $ (16,414) $ (16,414) $ (5,276) $ (5,276) Net (income) loss attributable to noncontrolling interests (3) (3) 1 1 Nonforfeitable dividends allocated to unvested restricted unitholders (336) (336) (70) (70) Net loss attributable to common unitholders $ (16,753) $ (16,753) $ (5,345) $ (5,345) Denominator Total weighted-average units outstanding 172,722,632 172,722,632 172,189,634 172,189,634 Loss per Common Partnership Unit: Net loss attributable to common unitholders $ (0.10) $ (0.10) $ (0.03) $ (0.03) Unvested restricted units are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per unit. For the three months ended March 31, 2024 and 2023, earnings representing nonforfeitable dividends were allocated to the unvested restricted units issued to the Parent Company’s executives and other employees under the Parent Company’s shareholder-approved long-term incentive plan. Common Partnership Units On February 14, 2024, the Operating Partnership declared a distribution of $0.15 per common partnership unit, totaling $0.1 million , w hich was paid on April 18, 2024 to unitholders of record as of April 4, 2024. In connection with the Parent Company’s common share repurchase program, one common unit of the Operating Partnership is retired for each common share repurchased. During the three months ended March 31, 2024 and March 31, 2023, the Company did not repurchase any units. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE BASED COMPENSATION | 13. SHARE BASED COMPENSATION Restricted Share Unit Awards As of March 31, 2024, 2,242,275 restricted share rights and units (“Restricted Share Units”) were outstanding under the Company’s long term equity incentive plan. These Restricted Share Units vest over one The following table summarizes the Company’s Restricted Share Units activity during the three months ended March 31, 2024: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2024 889,166 $ 8.79 Granted 1,394,123 $ 4.11 Vested (34,365) $ 6.08 Forfeited (6,649) $ 8.16 Non-vested at March 31, 2024 2,242,275 $ 5.92 On February 26, 2024, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the Company an aggregate of 1,251,803 Restricted Share Units, which vest over three years from the grant date. Each Restricted Share Unit entitles the holder to one common share upon settlement. The Parent Company pays dividend equivalents on the Restricted Share Units prior to the settlement date. Vesting and/or settlement would accelerate if the recipient of the award were to die, become disabled or, in the case of certain of such Restricted Share Units, retire in a qualifying retirement prior to the vesting or settlement date. Qualifying retirement generally means the recipient’s voluntary termination of employment after reaching at least age 57 and accumulating at least 15 years of service with the Company. In addition, vesting would also accelerate if the Parent Company were to undergo a change of control and, on or before the first anniversary of the change of control, the recipient’s employment were to cease due to a termination without cause or resignation with good reason. The Restricted Share Units granted in 2024, 2023, and 2022 to certain senior executives include an “outperformance feature” whereby additional shares may be earned, up to 275% of the shares subject to the basic award, based on the Company’s achievement of earnings-based targets and capital markets based targets during a three-year performance period with an additional 366 days of service generally required to fully vest. In addition to the basic award, up to an aggregate of 2,669,293, 925,642, and 406,179 shares may be awarded under the outperformance feature for the 2024, 2023, and 2022 awards, respectively, to those senior officers whose Restricted Share Units awards include the “outperformance feature.” As of March 31, 2024, the Company has not recognized any compensation expense related to the outperformance feature for the 2022 awards and has recognized $0.3 million and $0.5 million related to the outperformance feature for the 2024 and 2023 awards respectively. 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. In addition, on February 16, 2024, the Compensation Committee awarded non-officer employees an aggregate of 142,320 Restricted Share Units that generally vest in three equal annual installments. Vesting of these awards is subject to acceleration upon death, disability or termination without cause within one year following a change of control. In accordance with the accounting standard for share-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement dates for those executives who meet the conditions for qualifying retirement during the scheduled vesting period and whose award agreements provide for vesting upon a qualifying retirement or qualifying retirement eligibility. Restricted Performance Share Unit Awards The Compensation Committee of the Parent Company’s Board of Trustees has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company. The RPSUs are settled in common shares, with the number of common shares issuable in settlement varying between zero and 200% of the target amount based on the achievement of certain performance or market conditions. For 2022 and 2023 awards, the number of shares issuable is 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 (“Relative TSR”). For 2024 awards, the number of common shares issuable is determined based on the Company’s achievement of certain operating metrics during three RPSU Grant Date 3/3/2022 2/16/2023 2/26/2024 Total (Amounts below in shares, unless otherwise noted) Non-vested at January 1, 2024 513,038 1,057,173 — 1,570,211 Granted — — 417,268 417,268 Units Vested (9,877) (19,484) — (29,361) Units Cancelled (1,048) (4,341) — (5,389) Non-vested at March 31, 2024 502,113 1,033,348 417,268 1,952,729 Measurement Period Commencement Date 1/1/2022 1/1/2023 1/1/2024 Measurement Period End Date 12/31/2024 12/31/2025 12/31/2026 Awarded Units 516,852 1,057,173 1,251,803 Fair Value of Units on Grant Date (in thousands) $ 6,872 $ 7,125 $ 1,715 The Company values each RPSU on its grant date using a Monte Carlo simulation. The fair values of each award are being amortized over the three-year performance period. If an award's service inception date precedes the grant date, we initially measure compensation expense for awards with performance conditions at fair value at the service inception date based on probability of payout, and we remeasure compensation expense at subsequent reporting dates until all of the award’s key terms and conditions are known and the grant date is established. We amortize awards with performance conditions using the graded expense method. For 2022 and 2023 awards, 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; provided that, in the case of qualifying retirement, the number of shares deliverable will be pro-rated based on the portion of the performance period actually worked before retirement. For 2024 awards, the Company awarded 1,251,803 shares of which 417,268 are granted in 2024. The determination and delivery of earned shares will be accelerated in the event of a change in control or the award recipient’s death or disability before the end of the full three-year term of the award. If the award recipient’s service ceases due to his or her qualifying retirement or disability during the term of the award, the award will remain outstanding and be earned based on actual performance for the full term of the award, subject to pro-ration based on the portion of the term actually worked. Dividend equivalents will be credited as additional RPSUs during the term of the awards, subject to the same terms and conditions as the original RPSUs. For the three months ended March 31, 2024, the Company recognized amortization of the 2024, 2023 and 2022 RPSU awards of $1.4 million, of which $0.2 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the three months ended March 31, 2023, amortization for the 2023, 2022 and 2021 RPSU awards was $1.4 million, of which $0.2 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. The remaining compensation expense to be recognized with respect to the non-vested RPSUs at March 31, 2024 was approximately $10.9 million and is expected to be recognized over a weighted average remaining vesting period of 2.1 years. The Company issued 164,461 common shares on February 1, 2023 in settlement of RPSUs that had been awarded on March 5, 2021 (with a three-year measurement period ended December 31, 2023 ). Holders of these RPSUs also received a cash dividend of $0.15 per share for these common shares on January 18, 2024. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 14. SEGMENT INFORMATION As of March 31, 2024, the Company owns and manages properties within four segments: (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. The Pennsylvania Suburbs segment includes properties in Chester, Delaware, and Montgomery counties in the Philadelphia suburbs. The Austin, Texas segment includes properties in the City of Austin, Texas. The Other segment includes properties located in the District of Columbia, Northern Virginia, Southern Maryland, Camden County, New Jersey and New Castle County, Delaware. 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. The Company’s segments are based on the Company’s method of internal reporting, which classifies the Company's operations by geographic area. The following tables provide selected asset information and results of operations of the Company’s reportable segments (in thousands): Real estate investments, at cost: March 31, 2024 December 31, 2023 Philadelphia CBD $ 1,535,852 $ 1,534,893 Pennsylvania Suburbs 901,577 900,230 Austin, Texas 803,756 801,973 Total Core Segments 3,241,185 3,237,096 Other 308,489 305,136 Operating properties $ 3,549,674 $ 3,542,232 Corporate Right of use asset - operating leases, net $ 18,875 $ 19,031 Construction-in-progress $ 146,194 $ 135,529 Land held for development $ 81,616 $ 82,510 Prepaid leasehold interests in land held for development, net $ 27,762 $ 27,762 Net operating income: Three Months Ended March 31, 2024 2023 Total revenue Operating expenses (a) Net operating income Total revenue Operating expenses (a) Net operating income Philadelphia CBD $ 55,988 $ (19,882) $ 36,106 $ 56,227 $ (20,586) $ 35,641 Pennsylvania Suburbs 32,019 (9,359) 22,660 32,771 (9,779) 22,992 Austin, Texas 23,255 (9,013) 14,242 25,237 (11,294) 13,943 Other 10,968 (5,462) 5,506 9,389 (5,412) 3,977 Corporate 4,254 (3,698) 556 5,603 (3,764) 1,839 Operating properties $ 126,484 $ (47,414) $ 79,070 $ 129,227 $ (50,835) $ 78,392 Includes property operating expenses, real estate taxes and third-party management expense. Unconsolidated real estate ventures: Investment in real estate ventures Equity in income (loss) of real estate ventures As of Three Months Ended March 31, March 31, 2024 December 31, 2023 2024 2023 Philadelphia CBD $ 468,642 $ 450,136 $ (9,613) $ (3,259) Metropolitan Washington, D.C. 69,288 71,931 (752) (1,176) Mid-Atlantic Office JV — — — 190 MAP Venture (52,200) (48,733) (3,223) (1,922) Austin, Texas 80,112 79,160 — — Total $ 565,842 $ 552,494 $ (13,588) $ (6,167) Net operating income (“NOI”) is a non-GAAP financial measure, which we define as total property revenue less property operating expenses, real estate taxes and third-party management expenses. Property operating expenses that are included in determining NOI consist of costs that are necessary and allocable to our operating properties such as utilities, property-level salaries, repairs and maintenance, property insurance and management fees. General and administrative expenses that are not reflected in NOI primarily consist of corporate-level salaries, amortization of share awards and professional fees that are incurred as part of corporate office management. NOI presented by the Company may not be comparable to NOI reported by other companies that define NOI differently. NOI is the primary measure that is used by the Company’s management to evaluate the operating performance of the Company’s real estate assets by segment. The Company believes NOI provides useful information to investors regarding the financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. While NOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance. NOI does not reflect interest expenses, real estate impairment losses, depreciation and amortization costs, capital expenditures and leasing costs. The Company believes that net income (loss), as defined by GAAP, is the most appropriate earnings measure. The following is a reconciliation of consolidated net income (loss), as defined by GAAP, to consolidated NOI, (in thousands): Three Months Ended March 31, 2024 2023 Net loss $ (16,414) $ (5,276) Plus: Interest expense 25,049 22,653 Interest expense - amortization of deferred financing costs 1,091 1,027 Depreciation and amortization 45,042 45,600 General and administrative expenses 11,104 9,482 Equity in loss of unconsolidated real estate ventures 13,588 6,167 Less: Interest and investment income 421 505 Income tax provision (2) (25) Net gain on sale of undepreciated real estate — 781 Net loss on real estate venture transactions (29) — Consolidated net operating income $ 79,070 $ 78,392 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is involved from time to time in litigation on various matters, including disputes with tenants, vendors and disputes arising out of agreements to purchase or sell properties. Given the nature of the Company’s business activities, these lawsuits are considered routine to the conduct of its business. The result of any particular lawsuit cannot be predicted, because of the very nature of litigation, the litigation process and its adversarial nature, and the jury system. The Company will establish reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and when the amount of loss is reasonably estimable. The Company does not expect that the liabilities, if any, that may ultimately result from such legal actions will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. Environmental As an owner of real estate, the Company is subject to various environmental laws of federal, state, and local governments. The Company’s compliance with existing laws has not had a material adverse effect on its financial condition and results of operations, and the Company does not believe it will have a material adverse effect in the future. However, the Company cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on its current Properties or on properties that the Company may acquire. Debt Guarantees and Equity Funding Commitments As of March 31, 2024, the Company’s unconsolidated real estate ventures had aggregate indebtedness of $1,438.0 million. These loans are generally mortgage loans or secured construction loans, most of which are nonrecourse to the Company, except for customary recourse carve-outs. In addition, during construction undertaken by the unconsolidated real estate ventures, including the 3025 JFK Venture, the 3151 Market Street Venture, and the One Uptown Ventures, 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. In the agreement with its partner in the 3025 JFK Venture, the Company agreed to provide cost overrun and completion guarantees for the project under development. 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. The Company expects that it will be required to fund $5.7 million of additional equity through the project completion date. In the agreement with its partner in the 3151 Market Street Venture, the Company agreed to provide cost overrun and completion guaranties for the project under development. As of March 31, 2024, total estimated costs to develop 3151 Market Street are approximately $316.9 million and as of such date, the Company has fully funded its share of equity. The partner is responsible for up to $22.9 million of additional construction costs. Thereafter, if a construction loan has not been obtained, the Company would be responsible to fund the balance of the development costs and would fund such costs through the use of its credit facilities and cash on hand. With respect to the One Uptown Ventures, the Company has provided completion guarantees and environmental indemnities in favor of its partner. In addition, the Company has provided completion guarantees, environmental indemnities and guarantees of exceptions to nonrecourse loan provisions in favor of the lenders for the One Uptown Ventures. Moreover, the Company has provided, in favor of the lenders, carry guarantees and limited payment guarantees up to 30% and 15% of the principal balance of the $121.7 million (office) and $85.0 million (multifamily) construction loans, respectively. Impact of Natural Disasters and Casualty The Company carries liability insurance to mitigate its exposure to certain losses, including those relating to property damage. The Company records the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the amount of the losses is considered a gain contingency and is not recorded until the proceeds are received. Other Commitments or Contingencies In connection with the Schuylkill Yards Project, the Company entered into a neighborhood engagement program and, as of March 31, 2024, had $5.6 million of future fixed contractual obligations. The Company also committed to fund additional contributions under the program. As of March 31, 2024, the Company estimates that these additional contributions, which are not fixed under the terms of agreement, will be $2.1 million. The Company has also committed to contribute $15.0 million to a newly-formed venture capital fund that invests in early-stage life science companies. The Company invests in its properties and regularly incurs capital expenditures in the ordinary course of business to maintain the properties. The Company believes that such expenditures enhance its competitiveness. The Company also enters into construction, utility and service contracts in the ordinary course of business which may extend beyond one year. These contracts typically provide for cancellation with insignificant or no cancellation penalties. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (16,368) | $ (5,259) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments consist solely of normal recurring matters, and result in a fair statement of the financial position of the Company as of March 31, 2024, the results of its operations for the three months ended March 31, 2024 and 2023 and its cash flows for the three months ended March 31, 2024 and 2023. The results of operations for such interim periods are not necessarily indicative of the results for a full year. These consolidated financial statements should be read in conjunction with the Parent Company’s and the Operating Partnership’s consolidated financial statements and footnotes included in their combined Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024. The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements as of that date but does not include all the information and footnotes required by GAAP for complete financial statements. The Company’s Annual Report on Form 10-K for the year ended December 31, 2023 contains a discussion of the Company’s significant accounting policies under Note 2, “Summary of Significant Accounting Policies” . There have been no material changes in the Company’s significant accounting policies since December 31, 2023. |
Use of Estimates | Use of Estimates |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). |
ORGANIZATION OF THE PARENT CO_2
ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Core Portfolio of Operating Properties and Excludes Development, Redevelopment and Held for Sale | The Company’s core portfolio of operating properties (the “Core Properties”) excludes development properties, redevelopment properties, recently completed properties, and properties held for sale. The Properties were comprised of the following as of March 31, 2024: Number of Properties Rentable Square Feet Office properties 65 11,773,665 Mixed-use properties 4 924,450 Core Properties 69 12,698,115 Development property 2 144,685 Recently completed - not stabilized property 1 168,294 The Properties 72 13,011,094 |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Real Estate [Abstract] | |
Schedule of Gross Carrying Value of Operating Properties | As of March 31, 2024 and December 31, 2023, the gross carrying value of the operating properties was as follows (in thousands): March 31, 2024 December 31, 2023 Land $ 394,628 $ 394,669 Building and improvements 2,677,619 2,671,024 Tenant improvements 477,427 476,539 Total $ 3,549,674 $ 3,542,232 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Financial Position of Real Estate Ventures | The following is a summary of the financial position of the unconsolidated real estate ventures in which the Company held interests as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 (b) December 31, 2023 Net property $ 1,959,104 $ 2,339,921 Other assets 416,628 534,658 Other liabilities 413,416 443,536 Debt, net 1,067,443 1,407,858 Equity (a) 894,873 1,023,185 (a) This amount does not include the effect of the basis difference between the Company’s historical cost basis and the basis recorded at the real estate venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from the impairment of investments, purchases of third-party interests in existing real estate ventures and upon the transfer of assets that were previously owned by the Company into a real estate venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the real estate venture level. (b) Excludes amounts related to the Mid-Atlantic Office JV and Herndon Innovation Center Metro Portfolio Venture, LLC, as the Company discontinued applying the equity method of accounting after December 31, 2023. |
Schedule of Results of Operations of Real Estate Ventures with Interests | The following is a summary of results of operations of the unconsolidated real estate ventures in which the Company held interests during the three-month periods ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Revenue $ 45,949 $ 57,886 Operating expenses (24,881) (28,851) Interest expense, net (17,363) (15,891) Depreciation and amortization (20,889) (24,174) Loss on property disposition (490) Net loss $ (17,674) $ (11,030) Ownership interest % Various Various Company's share of net loss $ (13,814) $ (6,124) Basis adjustments and other 226 (43) Equity in loss of unconsolidated real estate ventures $ (13,588) $ (6,167) |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Income | The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, Lease Revenue 2024 2023 Fixed contractual payments $ 92,213 $ 91,682 Variable lease payments 24,198 26,515 Total $ 116,411 $ 118,197 |
INTANGIBLE ASSETS AND LIABILI_2
INTANGIBLE ASSETS AND LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Liabilities | As of March 31, 2024 and December 31, 2023, the Company’s intangible assets/liabilities were comprised of the following (in thousands): March 31, 2024 Total Cost Accumulated Amortization Intangible Assets, net Intangible assets, net: In-place lease value $ 18,716 $ (11,687) $ 7,029 Tenant relationship value 110 (53) 57 Above market leases acquired 75 (49) 26 Total intangible assets, net $ 18,901 $ (11,789) $ 7,112 Total Cost Accumulated Amortization Intangible Liabilities, net Intangible liabilities, net: Below market leases acquired $ 17,179 $ (9,157) $ 8,022 December 31, 2023 Total Cost Accumulated Amortization Intangible Assets, net Intangible assets, net: In-place lease value $ 24,281 $ (16,673) $ 7,608 Tenant relationship value 110 (52) 58 Above market leases acquired 75 (47) 28 Total intangible assets, net $ 24,466 $ (16,772) $ 7,694 Total Cost Accumulated Amortization Intangible Liabilities, net Intangible liabilities, net: Below market leases acquired $ 17,588 $ (9,318) $ 8,270 |
Schedule of Amortization for Intangible Assets and Liabilities | As of March 31, 2024, the Company’s annual amortization for its intangible assets/liabilities, assuming no prospective early lease terminations, was as follows (dollars in thousands): Assets Liabilities 2024 (nine months remaining) $ 1,236 $ 681 2025 1,485 869 2026 1,093 739 2027 808 623 2028 313 534 Thereafter 2,177 4,576 Total $ 7,112 $ 8,022 |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Consolidated Debt Obligations | The following table sets forth information regarding the Company’s consolidated debt obligations outstanding as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Effective Maturity SECURED DEBT: $245.0M 5.88% Secured Term Loan due 2028 $ 245,000 $ 245,000 5.88% February 2028 $50.0M Construction Loan due 2026 18,899 13,824 SOFR + 2.50% August 2026 Principal balance outstanding 263,899 258,824 Less: deferred financing costs (2,963) (3,153) Total Secured indebtedness $ 260,936 $ 255,671 UNSECURED DEBT $600 million Unsecured Credit Facility $ 37,000 — SOFR + 1.50% June 2027 (a) Term Loan - Swapped to fixed 250,000 250,000 SOFR + 1.70% (b) June 2027 (a) $70.0 million Term Loan 70,000 70,000 SOFR + 2.00% February 2025 (a) $350.0M 4.10% Guaranteed Notes due 2024 340,000 340,000 3.78% October 2024 $450.0M 3.95% Guaranteed Notes due 2027 450,000 450,000 4.03% November 2027 $350.0M 7.55% Guaranteed Notes due 2028 350,000 350,000 7.98% (c) March 2028 $350.0M 4.55% Guaranteed Notes due 2029 350,000 350,000 4.30% October 2029 Indenture IA (Preferred Trust I) 27,062 27,062 SOFR + 1.51 (d) March 2035 Indenture IB (Preferred Trust I) 25,774 25,774 SOFR + 1.51 (d) April 2035 Indenture II (Preferred Trust II) 25,774 25,774 SOFR + 1.51 (d) July 2035 Principal balance outstanding 1,925,610 1,888,610 Plus: original issue premium (discount), net 1,628 1,878 Less: deferred financing costs (6,919) (7,327) Total unsecured indebtedness $ 1,920,319 $ 1,883,161 Total Debt Obligations $ 2,181,255 $ 2,138,832 (a) Spread includes a 10 basis point daily SOFR adjustment. (b) On November 23, 2022, the $250.0 million unsecured term loan was swapped to a fixed rate. At March 31, 2024, the fixed rate for this instrument is 5.41% and matures on June 30, 2027. The effective date of the swap was January 31, 2023. (c) During the third quarter of 2023, Moody’s downgraded our senior unsecured credit rating from Baa3 to Ba1. As a result of the downgrade, the interest rate on our 7.55% Guaranteed Notes due 2028 (the "2028 Notes") increased 25 basis points in September 2023 due to the coupon adjustment provisions within the 2028 Notes. During the first quarter of 2024, S&P downgraded our senior unsecured credit rating from BBB- to BB+. As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.05% in March 2024 due to the coupon adjustment provisions within the 2028 Notes. (d) 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. |
Schedule of Maturities of Long-term Debt | As of March 31, 2024, the aggregate scheduled principal payments on the Company’s consolidated debt obligations (secured and unsecured) were as follows (in thousands): 2024 (nine months remaining) $ 340,000 2025 70,000 2026 18,899 2027 737,000 2028 595,000 Thereafter 428,610 Total principal payments 2,189,509 Net unamortized premiums/(discounts) 1,628 Net deferred financing costs (9,882) Outstanding indebtedness $ 2,181,255 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments with Fair Values Different from their Carrying Amount | The following are financial instruments for which the Company’s estimates of fair value differ from the carrying amounts (in thousands): March 31, 2024 December 31, 2023 Carrying Amount (a) Fair Value Carrying Amount (a) Fair Value Unsecured notes payable $ 1,486,215 $ 1,396,547 $ 1,486,052 $ 1,386,621 Variable rate debt 453,003 412,377 410,932 370,665 Secured fixed rate debt 242,036 232,653 241,847 233,088 (a) |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of March 31, 2024 and December 31, 2023. The notional amounts provide an indication of the extent of the Company’s involvement in these instruments at that time, but do not represent exposure to credit, interest rate or market risks (amounts presented in thousands). Hedge Product Hedge Type Designation Notional Amount Strike Trade Date Maturity Date Fair value 3/31/2024 12/31/2023 3/31/2024 12/31/2023 Assets/(Liabilities) Swap Interest Rate Cash Flow (a) $ 250,000 $ 250,000 3.729 % November 23, 2022 June 30, 2027 $ 3,226 $ (757) Swap Interest Rate Cash Flow (a) 27,062 — 3.629 % January 12, 2024 December 30, 2026 438 — Swap Interest Rate Cash Flow (a) 51,548 — 3.725 % January 12, 2024 January 30, 2027 698 — $ 328,610 $ 250,000 (a) Hedging unsecured variable rate debt. |
BENEFICIARIES' EQUITY OF THE _2
BENEFICIARIES' EQUITY OF THE PARENT COMPANY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table details the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding): Three Months Ended March 31, 2024 2023 Basic Diluted Basic Diluted Numerator Net loss $ (16,414) $ (16,414) $ (5,276) $ (5,276) Net loss attributable to noncontrolling interests 46 46 17 17 Nonforfeitable dividends allocated to unvested restricted shareholders (336) (336) (70) (70) Net loss attributable to common shareholders $ (16,704) $ (16,704) $ (5,329) $ (5,329) Denominator Weighted-average shares outstanding 172,207,037 172,207,037 171,673,167 171,673,167 Loss per Common Share: Net loss attributable to common shareholders $ (0.10) $ (0.10) $ (0.03) $ (0.03) The following table details the number of units and net income used to calculate basic and diluted earnings per common partnership unit (in thousands, except unit and per unit amounts; results may not add due to rounding): Three Months Ended March 31, 2024 2023 Basic Diluted Basic Diluted Numerator Net loss $ (16,414) $ (16,414) $ (5,276) $ (5,276) Net (income) loss attributable to noncontrolling interests (3) (3) 1 1 Nonforfeitable dividends allocated to unvested restricted unitholders (336) (336) (70) (70) Net loss attributable to common unitholders $ (16,753) $ (16,753) $ (5,345) $ (5,345) Denominator Total weighted-average units outstanding 172,722,632 172,722,632 172,189,634 172,189,634 Loss per Common Partnership Unit: Net loss attributable to common unitholders $ (0.10) $ (0.10) $ (0.03) $ (0.03) |
PARTNERS' EQUITY OF THE PAREN_2
PARTNERS' EQUITY OF THE PARENT COMPANY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table details the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding): Three Months Ended March 31, 2024 2023 Basic Diluted Basic Diluted Numerator Net loss $ (16,414) $ (16,414) $ (5,276) $ (5,276) Net loss attributable to noncontrolling interests 46 46 17 17 Nonforfeitable dividends allocated to unvested restricted shareholders (336) (336) (70) (70) Net loss attributable to common shareholders $ (16,704) $ (16,704) $ (5,329) $ (5,329) Denominator Weighted-average shares outstanding 172,207,037 172,207,037 171,673,167 171,673,167 Loss per Common Share: Net loss attributable to common shareholders $ (0.10) $ (0.10) $ (0.03) $ (0.03) The following table details the number of units and net income used to calculate basic and diluted earnings per common partnership unit (in thousands, except unit and per unit amounts; results may not add due to rounding): Three Months Ended March 31, 2024 2023 Basic Diluted Basic Diluted Numerator Net loss $ (16,414) $ (16,414) $ (5,276) $ (5,276) Net (income) loss attributable to noncontrolling interests (3) (3) 1 1 Nonforfeitable dividends allocated to unvested restricted unitholders (336) (336) (70) (70) Net loss attributable to common unitholders $ (16,753) $ (16,753) $ (5,345) $ (5,345) Denominator Total weighted-average units outstanding 172,722,632 172,722,632 172,189,634 172,189,634 Loss per Common Partnership Unit: Net loss attributable to common unitholders $ (0.10) $ (0.10) $ (0.03) $ (0.03) |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Company's Restricted Share Activity | The following table summarizes the Company’s Restricted Share Units activity during the three months ended March 31, 2024: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2024 889,166 $ 8.79 Granted 1,394,123 $ 4.11 Vested (34,365) $ 6.08 Forfeited (6,649) $ 8.16 Non-vested at March 31, 2024 2,242,275 $ 5.92 |
Schedule of Restricted Performance Share Units Plan | The table below presents certain information as to unvested RPSU awards. RPSU Grant Date 3/3/2022 2/16/2023 2/26/2024 Total (Amounts below in shares, unless otherwise noted) Non-vested at January 1, 2024 513,038 1,057,173 — 1,570,211 Granted — — 417,268 417,268 Units Vested (9,877) (19,484) — (29,361) Units Cancelled (1,048) (4,341) — (5,389) Non-vested at March 31, 2024 502,113 1,033,348 417,268 1,952,729 Measurement Period Commencement Date 1/1/2022 1/1/2023 1/1/2024 Measurement Period End Date 12/31/2024 12/31/2025 12/31/2026 Awarded Units 516,852 1,057,173 1,251,803 Fair Value of Units on Grant Date (in thousands) $ 6,872 $ 7,125 $ 1,715 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Real Estate Investments, Net Operating Income and Unconsolidated Real Estate Ventures of Reportable Segments | The following tables provide selected asset information and results of operations of the Company’s reportable segments (in thousands): Real estate investments, at cost: March 31, 2024 December 31, 2023 Philadelphia CBD $ 1,535,852 $ 1,534,893 Pennsylvania Suburbs 901,577 900,230 Austin, Texas 803,756 801,973 Total Core Segments 3,241,185 3,237,096 Other 308,489 305,136 Operating properties $ 3,549,674 $ 3,542,232 Corporate Right of use asset - operating leases, net $ 18,875 $ 19,031 Construction-in-progress $ 146,194 $ 135,529 Land held for development $ 81,616 $ 82,510 Prepaid leasehold interests in land held for development, net $ 27,762 $ 27,762 Net operating income: Three Months Ended March 31, 2024 2023 Total revenue Operating expenses (a) Net operating income Total revenue Operating expenses (a) Net operating income Philadelphia CBD $ 55,988 $ (19,882) $ 36,106 $ 56,227 $ (20,586) $ 35,641 Pennsylvania Suburbs 32,019 (9,359) 22,660 32,771 (9,779) 22,992 Austin, Texas 23,255 (9,013) 14,242 25,237 (11,294) 13,943 Other 10,968 (5,462) 5,506 9,389 (5,412) 3,977 Corporate 4,254 (3,698) 556 5,603 (3,764) 1,839 Operating properties $ 126,484 $ (47,414) $ 79,070 $ 129,227 $ (50,835) $ 78,392 Includes property operating expenses, real estate taxes and third-party management expense. Unconsolidated real estate ventures: Investment in real estate ventures Equity in income (loss) of real estate ventures As of Three Months Ended March 31, March 31, 2024 December 31, 2023 2024 2023 Philadelphia CBD $ 468,642 $ 450,136 $ (9,613) $ (3,259) Metropolitan Washington, D.C. 69,288 71,931 (752) (1,176) Mid-Atlantic Office JV — — — 190 MAP Venture (52,200) (48,733) (3,223) (1,922) Austin, Texas 80,112 79,160 — — Total $ 565,842 $ 552,494 $ (13,588) $ (6,167) |
Schedule of Reconciliation of Consolidated Net Income to Consolidated NOI | The following is a reconciliation of consolidated net income (loss), as defined by GAAP, to consolidated NOI, (in thousands): Three Months Ended March 31, 2024 2023 Net loss $ (16,414) $ (5,276) Plus: Interest expense 25,049 22,653 Interest expense - amortization of deferred financing costs 1,091 1,027 Depreciation and amortization 45,042 45,600 General and administrative expenses 11,104 9,482 Equity in loss of unconsolidated real estate ventures 13,588 6,167 Less: Interest and investment income 421 505 Income tax provision (2) (25) Net gain on sale of undepreciated real estate — 781 Net loss on real estate venture transactions (29) — Consolidated net operating income $ 79,070 $ 78,392 |
ORGANIZATION OF THE PARENT CO_3
ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 a ft² parcel property | |
Organization of The Parent Company and The Operating Partnership [Line Items] | |
Number of real estate properties | property | 72 |
Area of real estate property | 13,011,094 |
Unconsolidated Properties | Unconsolidated Real Estate Ventures | |
Organization of The Parent Company and The Operating Partnership [Line Items] | |
Number of real estate properties | property | 12 |
Parent Company | |
Organization of The Parent Company and The Operating Partnership [Line Items] | |
Area of real estate property | 12,100,000 |
Areas of land held for development (in acres) | a | 141.6 |
Lease agreement term | 99 years |
Area of additional undeveloped parcels of land with option to purchase (in acres) | a | 5.1 |
Parent Company | Parcel of land | |
Organization of The Parent Company and The Operating Partnership [Line Items] | |
Lease agreement term | 99 years |
Parent Company | Leashold Interest Land | |
Organization of The Parent Company and The Operating Partnership [Line Items] | |
Areas of land held for development (in acres) | a | 0.8 |
Number of parcels of land | parcel | 1 |
Wholly-owned Management Company Subsidiaries | |
Organization of The Parent Company and The Operating Partnership [Line Items] | |
Area of real estate property | 22,300,000 |
Wholly-owned Management Company Subsidiaries | Wholly Owned Properties | |
Organization of The Parent Company and The Operating Partnership [Line Items] | |
Area of real estate property | 13,000,000 |
Wholly-owned Management Company Subsidiaries | Partially Owned Properties | |
Organization of The Parent Company and The Operating Partnership [Line Items] | |
Area of real estate property | 9,300,000 |
Brandywine Operating Partnership LP | |
Organization of The Parent Company and The Operating Partnership [Line Items] | |
Ownership in the operating partnership | 99.70% |
ORGANIZATION OF THE PARENT CO_4
ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP - Summary of Core Portfolio of Operating Properties and Excludes Development, Redevelopment and Held for Sale (Details) | Mar. 31, 2024 ft² property |
Real Estate Properties [Line Items] | |
Number of Properties | property | 72 |
Rentable Square Feet | ft² | 13,011,094 |
Core Properties | |
Real Estate Properties [Line Items] | |
Number of Properties | property | 69 |
Rentable Square Feet | ft² | 12,698,115 |
Office properties | |
Real Estate Properties [Line Items] | |
Number of Properties | property | 65 |
Rentable Square Feet | ft² | 11,773,665 |
Mixed-use properties | |
Real Estate Properties [Line Items] | |
Number of Properties | property | 4 |
Rentable Square Feet | ft² | 924,450 |
Development property | |
Real Estate Properties [Line Items] | |
Number of Properties | property | 2 |
Rentable Square Feet | ft² | 144,685 |
Recently completed - not stabilized property | |
Real Estate Properties [Line Items] | |
Number of Properties | property | 1 |
Rentable Square Feet | ft² | 168,294 |
REAL ESTATE INVESTMENTS - Sched
REAL ESTATE INVESTMENTS - Schedule of Gross Carrying Value of Operating Properties (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Long Lived Assets Held-for-sale [Line Items] | ||
Total | $ 3,549,674 | $ 3,542,232 |
Continuing Operations | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Land | 394,628 | 394,669 |
Building and improvements | 2,677,619 | 2,671,024 |
Tenant improvements | $ 477,427 | $ 476,539 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Narrative (Details) $ in Thousands, ft² in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) ft² a apartment property | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Number of real estate properties | property | 72 | ||
Accounts receivable | $ | $ 11,628 | $ 11,977 | |
Investment in real estate ventures | $ | 565,842 | 552,494 | |
Real Estate Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Accounts receivable | $ | 2,700 | $ 3,500 | |
Management Fees | Real Estate Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Service and other revenue | $ | 1,900 | $ 2,100 | |
Leasing Commission Income | Real Estate Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Service and other revenue | $ | 600 | $ 700 | |
Unconsolidated Real Estate Ventures | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in unconsolidated real estate ventures | $ | $ 565,800 | ||
Unconsolidated Real Estate Ventures | Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 15% | ||
Unconsolidated Real Estate Ventures | Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 78% | ||
Unconsolidated Real Estate Ventures | Office Properties | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of unconsolidated investments in Real Estate Ventures | property | 5 | ||
Rentable area (in square feet) | ft² | 9.1 | ||
Unconsolidated Real Estate Ventures | Other Liabilities | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in unconsolidated real estate ventures | $ | $ 52,200 | ||
Unconsolidated Real Estate Ventures | Unconsolidated Properties | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of real estate properties | property | 12 | ||
Number of properties with negative investment balances | property | 1 | ||
Unconsolidated Real Estate Ventures | Land Held For Development | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of unconsolidated investments in Real Estate Ventures | property | 2 | ||
Area of land (in acres) | a | 1.4 | ||
Unconsolidated Real Estate Ventures | Land Under Active Development | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of unconsolidated investments in Real Estate Ventures | property | 4 | ||
Area of land (in acres) | a | 7.5 | ||
Unconsolidated Real Estate Ventures | Mixed Use Tower | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of unconsolidated investments in Real Estate Ventures | property | 1 | ||
Rentable area (in square feet) | ft² | 0.2 | ||
Number of apartment units (in units) | apartment | 250 |
INVESTMENT IN UNCONSOLIDATED _4
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Summary of Financial Position of Real Estate Ventures (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||||
Net property | $ 2,660,339 | $ 2,675,272 | ||
Other assets | 103,573 | 86,051 | ||
Other liabilities | 66,049 | 63,729 | ||
Debt, net | 2,181,255 | 2,138,832 | ||
Equity | 1,292,246 | 1,324,157 | $ 1,593,218 | $ 1,633,334 |
Investment In Nonconsolidated Real Estate | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Net property | 1,959,104 | 2,339,921 | ||
Other assets | 416,628 | 534,658 | ||
Other liabilities | 413,416 | 443,536 | ||
Debt, net | 1,067,443 | 1,407,858 | ||
Equity | $ 894,873 | $ 1,023,185 |
INVESTMENT IN UNCONSOLIDATED _5
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Schedule of Results of Operations of Real Estate Ventures with Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||
Revenue | $ 126,484 | $ 129,227 |
Operating expenses | (103,560) | (105,917) |
Interest expense, net | (25,049) | (22,653) |
Depreciation and amortization | (45,042) | (45,600) |
Net loss | (16,414) | (5,276) |
Equity in loss of unconsolidated real estate ventures | (13,588) | (6,167) |
Investment In Nonconsolidated Real Estate | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 45,949 | 57,886 |
Operating expenses | (24,881) | (28,851) |
Interest expense, net | (17,363) | (15,891) |
Depreciation and amortization | (20,889) | (24,174) |
Loss on property disposition | (490) | |
Net loss | (17,674) | (11,030) |
Company's share of net loss | (13,814) | (6,124) |
Basis adjustments and other | $ 226 | $ (43) |
INVESTMENT IN UNCONSOLIDATED _6
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - MAP Venture (Details) - Variable Interest Entity, Not Primary Beneficiary - MAP Venture $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) ft² extension property | |
Schedule of Equity Method Investments [Line Items] | |
Number of office properties owned | property | 57 |
Rentable area (in square feet) | ft² | 3,868,811 |
Real estate investment, net | $ 52.2 |
Secured fixed rate debt | |
Schedule of Equity Method Investments [Line Items] | |
Debt instrument, number of extensions | extension | 3 |
Debt Instrument, Extension Period | 2 months |
Capitalized financing costs | $ 179.1 |
INVESTMENT IN UNCONSOLIDATED _7
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Mid-Atlantic Office JV (Details) | Dec. 21, 2020 USD ($) ft² property | Mar. 31, 2024 USD ($) property | Dec. 31, 2023 USD ($) |
Schedule of Equity Method Investments [Line Items] | |||
Number of real estate properties | property | 72 | ||
Investment in real estate ventures | $ 565,842,000 | $ 552,494,000 | |
Philadelphia CBD | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in real estate ventures | 468,642,000 | 450,136,000 | |
Other | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in real estate ventures | $ 69,288,000 | $ 71,931,000 | |
Mid-Atlantic Office Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 40% | ||
Joint venture, funding from debt | $ 147,400,000 | ||
Proceeds from issuance of secured debt | $ 120,800,000 | ||
Mid-Atlantic Office Venture | Mid-Atlantic Office JV Loan | Secured Overnight Financing Rate (SOFR) | |||
Schedule of Equity Method Investments [Line Items] | |||
Basis spread on interest rate (as percent) | 3.25% | ||
Office Properties | Mid-Atlantic Office Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of real estate properties | property | 12 | ||
Rentable area (in square feet) | ft² | 1,128,645 | ||
Disposal group, including discontinued operation, consideration | $ 192,900,000 | ||
Investment in real estate ventures | $ 0 | ||
Office Properties | Mid-Atlantic Office Venture | Philadelphia CBD | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of real estate properties | property | 9 | ||
Office Properties | Mid-Atlantic Office Venture | Other | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of real estate properties | property | 3 |
INVESTMENT IN UNCONSOLIDATED _8
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Hernadon Innovation Center Metro Portfolio Venture, LLC (Details) $ in Thousands | Mar. 31, 2024 USD ($) ft² property | Dec. 31, 2023 USD ($) |
Schedule of Equity Method Investments [Line Items] | ||
Area of real estate property | ft² | 13,011,094 | |
Debt, net | $ 2,181,255 | $ 2,138,832 |
Investment in real estate ventures | 565,842 | $ 552,494 |
Herndon Innovation Center Metro Portfolio Venture L L C | Secured fixed rate debt | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt, net | 233,400 | |
Investment in real estate ventures | $ 0 | |
Herndon Innovation Center Metro Portfolio Venture L L C | Metropolitan Washington, D.C. - Office | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of properties contributed to joint venture | property | 8 | |
Area of real estate property | ft² | 1,293,197 | |
Herndon Innovation Center Metro Portfolio Venture L L C | Metropolitan Washington, D.C. - Office | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 15% | |
Herndon Innovation Center Metro Portfolio Venture L L C | Metropolitan Washington, D.C. - Office | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 85% |
INVESTMENT IN UNCONSOLIDATED _9
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Cira Square (Details) $ in Thousands | Mar. 17, 2022 USD ($) ft² | Mar. 31, 2024 USD ($) ft² | Dec. 31, 2023 USD ($) |
Schedule of Equity Method Investments [Line Items] | |||
Area of real estate property | ft² | 13,011,094 | ||
Investment in real estate ventures | $ 565,842 | $ 552,494 | |
Cira Square REIT, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Cost | $ 383,000 | ||
Equity method investment, ownership percentage | 20% | ||
Purchase price | $ 28,600 | ||
Cira Square REIT, LLC | Secured Overnight Financing Rate (SOFR) | |||
Schedule of Equity Method Investments [Line Items] | |||
Basis spread on interest rate (as percent) | 3.50% | ||
Cira Square REIT, LLC | Secured fixed rate debt | |||
Schedule of Equity Method Investments [Line Items] | |||
Debt instrument, face amount | $ 257,700 | ||
Investment in real estate ventures | $ 25,100 | ||
Office Properties | Cira Square REIT, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Area of real estate property | ft² | 862,692 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Fixed contractual payments | $ 92,213 | $ 91,682 |
Variable lease payments | 24,198 | 26,515 |
Total | $ 116,411 | $ 118,197 |
INTANGIBLE ASSETS AND LIABILI_3
INTANGIBLE ASSETS AND LIABILITIES - Summary of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Intangible assets, net: | ||
Total Cost | $ 18,901 | $ 24,466 |
Accumulated Amortization | (11,789) | (16,772) |
Intangible Assets, net | 7,112 | 7,694 |
Intangible liabilities, net: | ||
Total Cost | 17,179 | 17,588 |
Accumulated Amortization | (9,157) | (9,318) |
Intangible Liabilities, net | 8,022 | 8,270 |
In-place lease value | ||
Intangible assets, net: | ||
Total Cost | 18,716 | 24,281 |
Accumulated Amortization | (11,687) | (16,673) |
Intangible Assets, net | 7,029 | 7,608 |
Tenant relationship value | ||
Intangible assets, net: | ||
Total Cost | 110 | 110 |
Accumulated Amortization | (53) | (52) |
Intangible Assets, net | 57 | 58 |
Above market leases acquired | ||
Intangible assets, net: | ||
Total Cost | 75 | 75 |
Accumulated Amortization | (49) | (47) |
Intangible Assets, net | $ 26 | $ 28 |
INTANGIBLE ASSETS AND LIABILI_4
INTANGIBLE ASSETS AND LIABILITIES - Schedule of Amortization for Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
2024 (nine months remaining) | $ 1,236 | |
2025 | 1,485 | |
2026 | 1,093 | |
2027 | 808 | |
2028 | 313 | |
Thereafter | 2,177 | |
Intangible Assets, net | 7,112 | $ 7,694 |
Liabilities | ||
2024 (nine months remaining) | 681 | |
2025 | 869 | |
2026 | 739 | |
2027 | 623 | |
2028 | 534 | |
Thereafter | 4,576 | |
Intangible Liabilities, net | $ 8,022 | $ 8,270 |
DEBT OBLIGATIONS - Schedule of
DEBT OBLIGATIONS - Schedule of Consolidated Debt Obligations Outstanding (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Apr. 15, 2024 | Sep. 30, 2023 | Mar. 31, 2024 | Apr. 12, 2024 | Jan. 16, 2024 | Dec. 31, 2023 | Nov. 23, 2022 | |
Debt Instrument [Line Items] | |||||||
Principal balance outstanding | $ 2,189,509,000 | ||||||
Less: deferred financing costs | (9,882,000) | ||||||
Plus: original issue premium (discount), net | 1,628,000 | ||||||
Debt, net | 2,181,255,000 | $ 2,138,832,000 | |||||
Secured fixed rate debt | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance outstanding | 260,936,000 | 255,671,000 | |||||
Less: deferred financing costs | (2,963,000) | (3,153,000) | |||||
Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance outstanding | 1,925,610,000 | 1,888,610,000 | |||||
Less: deferred financing costs | (6,919,000) | (7,327,000) | |||||
Plus: original issue premium (discount), net | 1,628,000 | 1,878,000 | |||||
Debt, net | 1,920,319,000 | 1,883,161,000 | |||||
Unsecured Debt | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 4.25% | ||||||
$245.0M 5.88% Secured Term Loan due 2028 | Secured fixed rate debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 245,000,000 | ||||||
Debt instrument, interest rate, stated percentage | 5.88% | ||||||
Principal balance outstanding | $ 245,000,000 | 245,000,000 | |||||
Effective interest rate | 5.88% | ||||||
$50.0M Construction Loan due 2026 | Secured fixed rate debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 50,000,000 | ||||||
Principal balance outstanding | $ 18,899,000 | 13,824,000 | |||||
$50.0M Construction Loan due 2026 | Secured fixed rate debt | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Effective interest rate | 2.50% | ||||||
$600 million Unsecured Credit Facility | Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 600,000,000 | ||||||
Principal balance outstanding | $ 37,000,000 | 0 | |||||
$600 million Unsecured Credit Facility | Unsecured Debt | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 1.50% | ||||||
$600 million Unsecured Credit Facility | Unsecured Debt | Daily SOFR Adjustment | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 0.10% | ||||||
Mortgage notes payable | Secured fixed rate debt | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance outstanding | $ 263,899,000 | 258,824,000 | |||||
Term Loan - Swapped to fixed | Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 250,000,000 | ||||||
Debt instrument, interest rate, stated percentage | 5.41% | ||||||
Principal balance outstanding | $ 250,000,000 | 250,000,000 | |||||
Term Loan - Swapped to fixed | Unsecured Debt | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 1.70% | ||||||
$70.0 million Term Loan | Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 70,000,000 | ||||||
Principal balance outstanding | $ 70,000,000 | 70,000,000 | |||||
$70.0 million Term Loan | Unsecured Debt | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 2% | ||||||
$70.0 million Term Loan | Unsecured Debt | Daily SOFR Adjustment | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 0.10% | ||||||
$350.0M 4.10% Guaranteed Notes due 2024 | Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 350,000,000 | ||||||
Debt instrument, interest rate, stated percentage | 4.10% | ||||||
Principal balance outstanding | $ 340,000,000 | 340,000,000 | |||||
Effective interest rate | 3.78% | ||||||
$350.0M 4.10% Guaranteed Notes due 2024 | Unsecured Debt | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 335,100,000 | ||||||
Debt instrument, interest rate, stated percentage | 4.10% | ||||||
Variable interest rate | 0% | ||||||
$450.0M 3.95% Guaranteed Notes due 2027 | Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 450,000,000 | ||||||
Debt instrument, interest rate, stated percentage | 3.95% | ||||||
Principal balance outstanding | $ 450,000,000 | 450,000,000 | |||||
Effective interest rate | 4.03% | ||||||
$350.0M 7.80% Guaranteed Notes due 2028 | Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 350,000,000 | ||||||
Debt instrument, interest rate, stated percentage | 7.55% | 8.05% | |||||
Principal balance outstanding | $ 350,000,000 | 350,000,000 | |||||
Effective interest rate | 7.98% | ||||||
Variable interest rate | 0.25% | 0.25% | |||||
$350.0M 4.55% Guaranteed Notes due 2029 | Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 350,000,000 | ||||||
Debt instrument, interest rate, stated percentage | 4.55% | ||||||
Principal balance outstanding | $ 350,000,000 | 350,000,000 | |||||
Effective interest rate | 4.30% | ||||||
$350.0M 4.55% Guaranteed Notes due 2029 | Unsecured Debt | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 400,000,000 | ||||||
Debt instrument, interest rate, stated percentage | 8.875% | ||||||
Indenture IA (Preferred Trust I) | Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 5.14% | ||||||
Principal balance outstanding | $ 27,062,000 | 27,062,000 | |||||
Indenture IA (Preferred Trust I) | Unsecured Debt | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 1.51% | ||||||
Indenture IB (Preferred Trust I) | Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance outstanding | $ 25,774,000 | 25,774,000 | |||||
Indenture IB (Preferred Trust I) | Unsecured Debt | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 1.51% | ||||||
Indenture Ii Preferred Trust Ii | Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 5.24% | ||||||
Principal balance outstanding | $ 25,774,000 | $ 25,774,000 | |||||
Indenture Ii Preferred Trust Ii | Unsecured Debt | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 1.51% |
DEBT OBLIGATIONS - Narrative (D
DEBT OBLIGATIONS - Narrative (Details) - USD ($) | 3 Months Ended | |||
Apr. 15, 2024 | Apr. 12, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Proceeds from unsecured term loan | $ 0 | $ 70,000,000 | ||
Unsecured Debt | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 4.25% | |||
$600 million Unsecured Credit Facility | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity (up to) | $ 600,000,000 | |||
Weighted-average interest rate | 6.77% | |||
Interest expense borrowings | $ 200,000 | |||
Debt instrument, face amount | $ 600,000,000 | |||
$600 million Unsecured Credit Facility | Unsecured Debt | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on interest rate (as percent) | 1.40% | |||
$600 million Unsecured Credit Facility | Unsecured Debt | Daily SOFR Adjustment | ||||
Debt Instrument [Line Items] | ||||
Basis spread on interest rate (as percent) | 0.10% | |||
Note 2029 | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 350,000,000 | |||
Debt instrument, interest rate, stated percentage | 4.55% | |||
Note 2029 | Unsecured Debt | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 400,000,000 | |||
Debt instrument, interest rate, stated percentage | 8.875% | |||
Percentage of face amount | 99.51% | |||
Proceeds from unsecured term loan | $ 391,800,000 | |||
Note 2024 | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 350,000,000 | |||
Debt instrument, interest rate, stated percentage | 4.10% | |||
Note 2024 | Unsecured Debt | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Basis spread on interest rate (as percent) | 0% | |||
Debt instrument, face amount | $ 335,100,000 | |||
Debt instrument, interest rate, stated percentage | 4.10% |
DEBT OBLIGATIONS - Aggregate Sc
DEBT OBLIGATIONS - Aggregate Scheduled Principal Payments of Debt Obligation, Excluding Amortization of Discounts and Premiums (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 (nine months remaining) | $ 340,000 | |
2025 | 70,000 | |
2026 | 18,899 | |
2027 | 737,000 | |
2028 | 595,000 | |
Thereafter | 428,610 | |
Total principal payments | 2,189,509 | |
Net unamortized premiums/(discounts) | 1,628 | |
Net deferred financing costs | (9,882) | |
Outstanding indebtedness | $ 2,181,255 | $ 2,138,832 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Secured fixed rate debt | $ 260,936 | $ 255,671 |
Deferred financing costs, net | 9,882 | |
Unsecured notes payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred financing costs, net | 6,919 | 7,327 |
Secured fixed rate debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred financing costs, net | 2,963 | 3,153 |
Carrying Amount | Unsecured notes payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unsecured notes payable | 1,486,215 | 1,486,052 |
Deferred financing costs, net | 5,400 | 5,800 |
Carrying Amount | Variable rate debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Variable rate debt | 453,003 | 410,932 |
Deferred financing costs, net | 1,500 | 1,500 |
Carrying Amount | Secured fixed rate debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Secured fixed rate debt | 242,036 | 241,847 |
Deferred financing costs, net | 3,000 | 3,200 |
Fair Value | Unsecured notes payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 1,396,547 | 1,386,621 |
Fair Value | Variable rate debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 412,377 | 370,665 |
Fair Value | Secured fixed rate debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | $ 232,653 | $ 233,088 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 328,610,000 | $ 250,000,000 |
Interest Rate Swap, 3.279% | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 250,000,000 | 250,000,000 |
Strike | 3.729% | |
Fair value | (757,000) | |
Fair value | $ 3,226,000 | |
Interest Rate Swap, 3.629% | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 27,062,000 | 0 |
Strike | 3.629% | |
Fair value | 0 | |
Fair value | $ 438,000 | |
Interest Rate Swap, 3.725% | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 51,548,000 | 0 |
Strike | 3.725% | |
Fair value | $ 0 | |
Fair value | $ 698,000 |
LIMITED PARTNERS' NONCONTROLL_2
LIMITED PARTNERS' NONCONTROLLING INTERESTS IN THE PARENT COMPANY (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Noncontrolling Interest [Abstract] | ||
Aggregate amount related to non-controlling interests classified within equity | $ 3.9 | $ 4.1 |
Settlement value of non controlling interest in operating partnership | $ 2.4 | $ 2.8 |
BENEFICIARIES' EQUITY OF THE _3
BENEFICIARIES' EQUITY OF THE PARENT COMPANY - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator | ||
Net loss | $ (16,414) | $ (5,276) |
Net loss attributable to noncontrolling interests, Basic | 46 | 17 |
Net loss attributable to noncontrolling interests, Diluted | 46 | 17 |
Nonforfeitable dividends allocated to unvested restricted shareholders, Basic | (336) | (70) |
Nonforfeitable dividends allocated to unvested restricted shareholders, Diluted | (336) | (70) |
Net loss attributable to Common Shareholders of Brandywine Realty Trust | (16,704) | (5,329) |
Net income (loss) attributable to common shareholders, diluted | $ (16,704) | $ (5,329) |
Denominator | ||
Basic weighted average shares outstanding (in shares) | 172,207,037 | 171,673,167 |
Weighted average shares outstanding, diluted (in shares) | 172,207,037 | 171,673,167 |
Loss per Common Share: | ||
Net loss attributable to common shareholders, Basic (in dollars per share) | $ (0.10) | $ (0.03) |
Net loss attributable to common shareholders, Diluted (in dollars per share) | $ (0.10) | $ (0.03) |
BENEFICIARIES' EQUITY OF THE _4
BENEFICIARIES' EQUITY OF THE PARENT COMPANY - Narrative (Details) - USD ($) | 3 Months Ended | ||||
Apr. 18, 2024 | Feb. 14, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Jan. 03, 2019 | |
Class of Stock [Line Items] | |||||
Distributions declared (in dollars per share) | $ 0.15 | $ 0.15 | $ 0.19 | ||
Dividends, common stock | $ 26,300,000 | ||||
Authorized amount | $ 150,000,000 | ||||
Repurchased and retired (in shares) | 0 | 0 | |||
Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Dividends paid in cash (in dollars per share) | $ 0.15 | ||||
Redeemable Common Limited Partnership Units | |||||
Class of Stock [Line Items] | |||||
Redeemable common limited partnership units (in shares) | 515,595 | 516,467 |
PARTNERS' EQUITY OF THE PAREN_3
PARTNERS' EQUITY OF THE PARENT COMPANY - Schedule of Number of Units and Net Income Used to Calculate Basic and Diluted Earnings Per Common Partnership Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator | ||
Net loss | $ (16,414) | $ (5,276) |
Nonforfeitable dividends allocated to unvested restricted unitholders, Basic | (336) | (70) |
Nonforfeitable dividends allocated to unvested restricted unitholders, Diluted | $ (336) | $ (70) |
Denominator | ||
Weighted average units outstanding, basic (in shares) | 172,207,037 | 171,673,167 |
Weighted average shares outstanding, diluted (in shares) | 172,207,037 | 171,673,167 |
Loss per Common Partnership Unit: | ||
Net loss attributable to common shareholders, Basic (in dollars per share) | $ (0.10) | $ (0.03) |
Net loss attributable to common shareholders, Diluted (in dollars per share) | $ (0.10) | $ (0.03) |
BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
Numerator | ||
Net loss | $ (16,414) | $ (5,276) |
Net (income) loss attributable to noncontrolling interests | (3) | 1 |
Nonforfeitable dividends allocated to unvested restricted unitholders, Basic | (336) | (70) |
Nonforfeitable dividends allocated to unvested restricted unitholders, Diluted | (336) | (70) |
Net loss attributable to common unitholders, Basic | (16,753) | (5,345) |
Net loss attributable to common unitholders, Diluted | $ (16,753) | $ (5,345) |
Denominator | ||
Weighted average units outstanding, basic (in shares) | 172,722,632 | 172,189,634 |
Weighted average shares outstanding, diluted (in shares) | 172,722,632 | 172,189,634 |
Loss per Common Partnership Unit: | ||
Net loss attributable to common shareholders, Basic (in dollars per share) | $ (0.10) | $ (0.03) |
Net loss attributable to common shareholders, Diluted (in dollars per share) | $ (0.10) | $ (0.03) |
PARTNERS' EQUITY OF THE PAREN_4
PARTNERS' EQUITY OF THE PARENT COMPANY - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||||
Apr. 18, 2024 $ / shares | Feb. 14, 2024 USD ($) $ / shares | Mar. 31, 2024 class_of_units $ / shares shares | Mar. 31, 2023 $ / shares shares | Feb. 26, 2024 shares | |
Earnings Per Common Partnership Unit [Line Items] | |||||
Number of classes of partnership units | class_of_units | 2 | ||||
Distributions declared (in dollars per share) | $ / shares | $ 0.15 | $ 0.15 | $ 0.19 | ||
Amount of dividend declared | $ | $ 26.3 | ||||
Repurchased and retired (in shares) | 0 | 0 | |||
Executive Officer | Restricted Performance Share Units Plan | |||||
Earnings Per Common Partnership Unit [Line Items] | |||||
Granted (in shares) | 417,268 | ||||
Executive Officer | 2/16/2023 RSPU Grant Date | Restricted Performance Share Units Plan | |||||
Earnings Per Common Partnership Unit [Line Items] | |||||
Granted (in shares) | 417,268 | ||||
Granted (in shares) | 1,251,803 | ||||
Subsequent Event | |||||
Earnings Per Common Partnership Unit [Line Items] | |||||
Dividends paid in cash (in dollars per share) | $ / shares | $ 0.15 | ||||
BRANDYWINE OPERATING PARTNERSHIP, L.P. | |||||
Earnings Per Common Partnership Unit [Line Items] | |||||
Distributions declared (in dollars per share) | $ / shares | $ 0.15 | ||||
Amount of dividend declared | $ | $ 0.1 | ||||
Repurchase program, ratio of mirror unit of operating partnership retired for each common share repurchased | 1 | ||||
BRANDYWINE OPERATING PARTNERSHIP, L.P. | Subsequent Event | |||||
Earnings Per Common Partnership Unit [Line Items] | |||||
Dividends paid in cash (in dollars per share) | $ / shares | $ 0.15 |
SHARE BASED COMPENSATION - Narr
SHARE BASED COMPENSATION - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||||
Feb. 26, 2024 shares | Feb. 16, 2024 installment shares | Feb. 01, 2023 shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2024 shares | Jan. 18, 2024 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of vesting installments | installment | 3 | ||||||||
Accelerated vesting period (in years) | 1 year | ||||||||
Restricted Share Rights Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards outstanding (in shares) | 2,242,275 | 889,166 | |||||||
Unrecognized compensation expenses | $ | $ 3,600,000 | ||||||||
Weighted average period over which options will be recognized | 1 year 2 months 8 days | ||||||||
Share-based compensation expense | $ | $ 3,900,000 | $ 2,800,000 | |||||||
Share-based compensation expense, capitalized | $ | $ 700,000 | 400,000 | |||||||
Granted (in shares) | 1,251,803 | 1,394,123 | |||||||
Ratio of restricted share right will get settled for common share | 1 | ||||||||
Accumulated service period for voluntary termination (in years) | 15 years | ||||||||
Restricted Performance Share Units Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period (in years) | 3 years | 3 years | |||||||
Unrecognized compensation expenses | $ | $ 10,900,000 | ||||||||
Weighted average period over which options will be recognized | 2 years 1 month 6 days | ||||||||
Share-based compensation expense | $ | $ 1,400,000 | 1,400,000 | |||||||
Share-based compensation expense, capitalized | $ | $ 200,000 | $ 200,000 | |||||||
Award term | 3 years | ||||||||
Share-based compensation activity (in shares) | 164,461 | ||||||||
Dividends payable (in dollars per share) | $ / shares | $ 0.15 | ||||||||
Restricted Performance Share Units Plan | Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards outstanding (in shares) | 1,952,729 | 1,570,211 | |||||||
Granted (in shares) | 417,268 | ||||||||
Performance earning potential (as percent) | 275% | 275% | 275% | ||||||
Outperformance feature measurement term (in years) | 3 years | ||||||||
Additional vesting period (in days) | 366 days | ||||||||
Restricted Performance Share Units Plan | Executive Officer | 2023 Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ | $ 500,000 | ||||||||
Restricted Performance Share Units Plan | Executive Officer | 2023 Awards | Forecast | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards issuable under outperformance feature (in shares) | 2,669,293 | ||||||||
Restricted Performance Share Units Plan | Executive Officer | 2022 Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ | 0 | ||||||||
Awards issuable under outperformance feature (in shares) | 925,642 | ||||||||
Restricted Performance Share Units Plan | Executive Officer | 2021 Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards issuable under outperformance feature (in shares) | 406,179 | ||||||||
Restricted Performance Share Units Plan | Executive Officer | A 2024 Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ | $ 300,000 | ||||||||
Restricted Performance Share Units Plan | Non Officer Employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards outstanding (in shares) | 142,320 | ||||||||
Minimum | Restricted Share Rights Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period (in years) | 1 year | ||||||||
Minimum | Restricted Performance Share Units Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award percent | 0% | ||||||||
Maximum | Restricted Share Rights Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period (in years) | 3 years | 3 years | |||||||
Maximum | Restricted Performance Share Units Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award percent | 200% |
SHARE BASED COMPENSATION - Sche
SHARE BASED COMPENSATION - Schedule of Company's Restricted Share Activity (Details) - Restricted Share Rights Awards - $ / shares | 3 Months Ended | |
Feb. 26, 2024 | Mar. 31, 2024 | |
Shares | ||
Beginning balance (in shares) | 889,166 | |
Granted (in shares) | 1,251,803 | 1,394,123 |
Vested (in shares) | (34,365) | |
Forfeited (in shares) | (6,649) | |
Ending balance (in shares) | 2,242,275 | |
Weighted Average Grant Date Fair Value | ||
Non-vested at beginning of year (in dollars per shares) | $ 8.79 | |
Granted (in dollars per shares) | 4.11 | |
Vested (in dollars per shares) | 6.08 | |
Forfeited (in dollars per shares) | 8.16 | |
Non-vested at end of year (in dollars per shares) | $ 5.92 |
SHARE BASED COMPENSATION - Sc_2
SHARE BASED COMPENSATION - Schedule of Restricted Performance Share Units Plan (Details) - Executive Officer - Restricted Performance Share Units Plan - USD ($) $ in Thousands | 3 Months Ended | |||
Feb. 26, 2024 | Feb. 16, 2023 | Mar. 03, 2022 | Mar. 31, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Beginning balance (in shares) | 1,570,211 | |||
Granted (in shares) | 417,268 | |||
Units Vested (in shares) | (29,361) | |||
Units Cancelled (in shares) | (5,389) | |||
Ending balance (in shares) | 1,952,729 | |||
3/5/2021 RSPU Grant | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Beginning balance (in shares) | 513,038 | |||
Granted (in shares) | 0 | |||
Units Vested (in shares) | (9,877) | |||
Units Cancelled (in shares) | (1,048) | |||
Ending balance (in shares) | 502,113 | |||
Granted (in shares) | 516,852 | |||
Fair Value of Units on Grant Date | $ 6,872 | |||
3/3/2022 RSPU Grant | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Beginning balance (in shares) | 1,057,173 | |||
Granted (in shares) | 0 | |||
Units Vested (in shares) | (19,484) | |||
Units Cancelled (in shares) | (4,341) | |||
Ending balance (in shares) | 1,033,348 | |||
Granted (in shares) | 1,057,173 | |||
Fair Value of Units on Grant Date | $ 7,125 | |||
2/16/2023 RSPU Grant Date | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Beginning balance (in shares) | 0 | |||
Granted (in shares) | 417,268 | |||
Units Vested (in shares) | 0 | |||
Units Cancelled (in shares) | 0 | |||
Ending balance (in shares) | 417,268 | |||
Granted (in shares) | 1,251,803 | |||
Fair Value of Units on Grant Date | $ 1,715 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
SEGMENT INFORMATION - Real Esta
SEGMENT INFORMATION - Real Estate Investments, at Cost of Company's Reportable Segments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Operating properties | $ 3,549,674 | $ 3,542,232 |
Right of use asset - operating leases, net | 18,875 | 19,031 |
Construction-in-progress | 146,194 | 135,529 |
Land held for development | 81,616 | 82,510 |
Prepaid leasehold interests in land held for development, net | 27,762 | 27,762 |
Continuing Operations | ||
Segment Reporting Information [Line Items] | ||
Operating properties | 3,549,674 | 3,542,232 |
Total Core Segments | Continuing Operations | ||
Segment Reporting Information [Line Items] | ||
Operating properties | 3,241,185 | 3,237,096 |
Philadelphia CBD | Continuing Operations | ||
Segment Reporting Information [Line Items] | ||
Operating properties | 1,535,852 | 1,534,893 |
Pennsylvania Suburbs | Continuing Operations | ||
Segment Reporting Information [Line Items] | ||
Operating properties | 901,577 | 900,230 |
Austin, Texas | Continuing Operations | ||
Segment Reporting Information [Line Items] | ||
Operating properties | 803,756 | 801,973 |
Other | Continuing Operations | ||
Segment Reporting Information [Line Items] | ||
Operating properties | $ 308,489 | $ 305,136 |
SEGMENT INFORMATION - Net Opera
SEGMENT INFORMATION - Net Operating Income of Company's Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 126,484 | $ 129,227 |
Operating expenses | (47,414) | (50,835) |
Net operating income | 79,070 | 78,392 |
Operating Segments | Philadelphia CBD | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 55,988 | 56,227 |
Operating expenses | (19,882) | (20,586) |
Net operating income | 36,106 | 35,641 |
Operating Segments | Pennsylvania Suburbs | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 32,019 | 32,771 |
Operating expenses | (9,359) | (9,779) |
Net operating income | 22,660 | 22,992 |
Operating Segments | Austin, Texas | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 23,255 | 25,237 |
Operating expenses | (9,013) | (11,294) |
Net operating income | 14,242 | 13,943 |
Operating Segments | Other | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 10,968 | 9,389 |
Operating expenses | (5,462) | (5,412) |
Net operating income | 5,506 | 3,977 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 4,254 | 5,603 |
Operating expenses | (3,698) | (3,764) |
Net operating income | $ 556 | $ 1,839 |
SEGMENT INFORMATION - Unconsoli
SEGMENT INFORMATION - Unconsolidated Real Estate Ventures of Company's Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||
Investment in real estate ventures | $ 565,842 | $ 552,494 | |
Equity in income (loss) of real estate ventures | (13,588) | $ (6,167) | |
Philadelphia CBD | |||
Segment Reporting Information [Line Items] | |||
Investment in real estate ventures | 468,642 | 450,136 | |
Equity in income (loss) of real estate ventures | (9,613) | (3,259) | |
Metropolitan Washington, D.C. | |||
Segment Reporting Information [Line Items] | |||
Investment in real estate ventures | 69,288 | 71,931 | |
Equity in income (loss) of real estate ventures | (752) | (1,176) | |
Mid-Atlantic Office JV | |||
Segment Reporting Information [Line Items] | |||
Investment in real estate ventures | 0 | 0 | |
Equity in income (loss) of real estate ventures | 0 | 190 | |
MAP Venture | |||
Segment Reporting Information [Line Items] | |||
Investment in real estate ventures | (52,200) | (48,733) | |
Equity in income (loss) of real estate ventures | (3,223) | (1,922) | |
Austin, Texas | |||
Segment Reporting Information [Line Items] | |||
Investment in real estate ventures | 80,112 | $ 79,160 | |
Equity in income (loss) of real estate ventures | $ 0 | $ 0 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Consolidated Net Income to Consolidated NOI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting [Abstract] | ||
Net loss | $ (16,414) | $ (5,276) |
Plus: | ||
Interest expense | 25,049 | 22,653 |
Interest expense - amortization of deferred financing costs | 1,091 | 1,027 |
Depreciation and amortization | 45,042 | 45,600 |
General and administrative expenses | 11,104 | 9,482 |
Equity in loss of unconsolidated real estate ventures | 13,588 | 6,167 |
Less: | ||
Interest and investment income | 421 | 505 |
Income tax provision | (2) | (25) |
Net gain on sale of undepreciated real estate | 0 | 781 |
Net loss on real estate venture transactions | (29) | 0 |
Consolidated net operating income | $ 79,070 | $ 78,392 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 23, 2021 |
Loss Contingencies [Line Items] | |||
Investment in real estate ventures | $ 565,842 | $ 552,494 | |
Preferred Equity Investment Obligation | |||
Loss Contingencies [Line Items] | |||
Other commitments | 15,000 | ||
Drexel Square | |||
Loss Contingencies [Line Items] | |||
Other commitments | 5,600 | ||
Estimated potential additional contribution obligation | 2,100 | ||
3151 Market Street | |||
Loss Contingencies [Line Items] | |||
Investment in real estate ventures | 316,900 | ||
Construction loan amount | 22,900 | ||
Affiliated Entity | 3025 JFK Venture | |||
Loss Contingencies [Line Items] | |||
Construction Loan | $ 186,700 | ||
3025 JFK Venture | |||
Loss Contingencies [Line Items] | |||
Limited payment guarantee, percent of principle balance (up to) | 25% | ||
One Uptown Venture | Carry Guarantee | |||
Loss Contingencies [Line Items] | |||
Limited payment guarantee, percent of principle balance (up to) | 30% | ||
Construction loan amount | $ 121,700 | ||
One Uptown Venture | Payment Guarantee | |||
Loss Contingencies [Line Items] | |||
Limited payment guarantee, percent of principle balance (up to) | 15% | ||
Construction loan amount | $ 85,000 | ||
Unconsolidated Real Estate Ventures | |||
Loss Contingencies [Line Items] | |||
Unconsolidated real estate venture debt at 100%, gross | 1,438,000 | ||
Equity method investment, additional summarized financial information debt | $ 5,700 |