NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP
Brandywine Realty Trust (the “Parent Company”) is a self-administered and self-managed real estate investment trust (“REIT”) engaged in the acquisition, development, redevelopment, ownership, management, and operation of a portfolio of office and mixed-use properties. The Parent Company owns its assets and conducts its operations through Brandywine Operating Partnership, L.P. (the “Operating Partnership”) and subsidiaries of the Operating Partnership. The Parent Company is the sole general partner of the Operating Partnership and, as of March 31, 2023, 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, 2023, the Company owned 77 properties that contained an aggregate of approximately 13.6 million net rentable square feet (collectively, the “Properties”). The Company’s core portfolio of operating properties (the “Core Properties”) excludes development properties, redevelopment properties, and properties held for sale. The Properties were comprised of the following as of March 31, 2023:
| | | | | | | | | | | |
| Number of Properties | | Rentable Square Feet |
Office properties | 67 | | | 11,848,707 | |
Mixed-use properties | 5 | | | 942,334 | |
| | | |
Core Properties | 72 | | | 12,791,041 | |
Development property | 2 | | | 350,488 | |
Redevelopment properties | 3 | | | 436,659 | |
| | | |
| | | |
The Properties | 77 | | | 13,578,188 | |
In addition to the Properties, as of March 31, 2023, the Company owned 159.9 acres of land held for development. The Company also held a leasehold interest in one land parcel totaling 0.8 acres, acquired through a prepaid 99-year ground lease, and held options to purchase approximately 55.1 additional acres of undeveloped land. As of March 31, 2023, the total potential development that this inventory of land could support under current zoning and entitlements, including the parcels under option, amounted to an estimated 11.9 million net rentable square feet.
As of March 31, 2023, the Company also owned economic interests in eleven 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, 2023, the management company subsidiaries were managing properties containing an aggregate of approximately 23.0 million net rentable square feet, of which approximately 13.6 million net rentable square feet related to Properties owned by the Company and approximately 9.4 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.
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, 2023, the results of its operations for the three months ended March 31, 2023 and 2022 and its cash flows for the three months ended March 31, 2023 and 2022. 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, 2022 filed with the SEC on February 21, 2023.
The consolidated balance sheet at December 31, 2022 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, 2022 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, 2022.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 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.
3. REAL ESTATE INVESTMENTS
As of March 31, 2023 and December 31, 2022, the gross carrying value of the operating properties was as follows (in thousands):
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
Land | $ | 407,336 | | | $ | 403,998 | |
Building and improvements | 2,765,681 | | | 2,760,357 | |
Tenant improvements | 459,478 | | | 452,885 | |
| | | |
| | | |
Total | $ | 3,632,495 | | | $ | 3,617,240 | |
During the first quarter of 2023, the Company deconsolidated $7.8 million recorded in “Prepaid leasehold interests in land held for development, net” on the consolidated balance sheets. This deconsolidation reflects the Company’s contribution, in January 2023, of 200,000 square feet of buildable floor to area ratio (“FAR”) to the Company’s unconsolidated real estate venture, referred to in Note 4 below as the 3151 Market Street Venture, for use by this unconsolidated real estate venture in the development of 3151 Market Street. Upon contribution at fair market value, we recognized a gain, net of transaction costs, of $0.8 million in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations.
4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
As of March 31, 2023, the Company held ownership interests in eleven unconsolidated real estate ventures, with a net aggregate investment balance of $545.5 million, which includes a negative investment balance in one unconsolidated real estate venture of $38.3 million, reflected within “Other liabilities” on the consolidated balance sheets. As of March 31, 2023, 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 70%, 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 $2.1 million and $1.9 million for the three months ended March 31, 2023 and 2022, respectively.
The Company earned leasing commissions from the unconsolidated real estate ventures of $0.7 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively.
The Company had outstanding accounts receivable balances from the unconsolidated real estate ventures of $2.9 million for both March 31, 2023 and December 31, 2022, 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, 2023 and December 31, 2022 (in thousands):
| | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 | |
Net property | $ | 2,188,884 | | | $ | 2,117,226 | | |
Other assets | 521,301 | | | 506,213 | | |
Other liabilities | 448,507 | | | 446,101 | | |
Debt, net | 1,236,629 | | | 1,198,213 | | |
Equity (a) | 1,025,049 | | | 979,125 | | |
(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.
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, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | |
Revenue | $ | 57,886 | | | $ | 53,216 | | | | | |
Operating expenses | (28,851) | | | (28,592) | | | | | |
Interest expense, net | (15,891) | | | (7,469) | | | | | |
Depreciation and amortization | (24,174) | | | (21,283) | | | | | |
| | | | | | | |
| | | | | | | |
Net loss | $ | (11,030) | | | $ | (4,128) | | | | | |
Ownership interest % | Various | | Various | | | | |
Company's share of net loss | $ | (6,124) | | | $ | (4,617) | | | | | |
| | | | | | | |
Basis adjustments and other | (43) | | | 54 | | | | | |
Equity in loss of unconsolidated real estate ventures | $ | (6,167) | | | $ | (4,563) | | | | | |
Commerce Square Venture
The properties held by the venture are encumbered by existing mortgages that were set to expire on April 5, 2023. The lender of the mortgages provided the venture with a two month extension until June 5, 2023. The venture is actively working to satisfy the mortgage debt prior to maturity but there can be no assurances the mortgage debt will be satisfied or additional extension options will be provided by the existing lender. The mortgage debt is non-recourse to Company.
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, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | |
Lease Revenue | | 2023 | | 2022 | | | | |
Fixed contractual payments | | $ | 91,682 | | | $ | 88,763 | | | | | |
Variable lease payments | | 26,515 | | | 24,331 | | | | | |
Total | | $ | 118,197 | | | $ | 113,094 | | | | | |
6. INTANGIBLE ASSETS AND LIABILITIES
As of March 31, 2023 and December 31, 2022, the Company’s intangible assets/liabilities were comprised of the following (in thousands):
| | | | | | | | | | | | | | | | | |
| March 31, 2023 |
| Total Cost | | Accumulated Amortization | | Intangible Assets, net |
Intangible assets, net: | | | | | |
In-place lease value | $ | 54,131 | | | $ | (37,883) | | | $ | 16,248 | |
Tenant relationship value | 167 | | | (106) | | | 61 | |
Above market leases acquired | 295 | | | (210) | | | 85 | |
| | | | | |
| | | | | |
Total intangible assets, net | $ | 54,593 | | | $ | (38,199) | | | $ | 16,394 | |
| | | | | |
| Total Cost | | Accumulated Amortization | | Intangible Liabilities, net |
Intangible liabilities, net: | | | | | |
Below market leases acquired | $ | 20,957 | | | $ | (11,036) | | | $ | 9,921 | |
| | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| Total Cost | | Accumulated Amortization | | Intangible Assets, net |
Intangible assets, net: | | | | | |
In-place lease value | $ | 55,715 | | | $ | (37,437) | | | $ | 18,278 | |
Tenant relationship value | 167 | | | (104) | | | 63 | |
Above market leases acquired | 331 | | | (221) | | | 110 | |
| | | | | |
| | | | | |
Total intangible assets, net | $ | 56,213 | | | $ | (37,762) | | | $ | 18,451 | |
| | | | | |
| Total Cost | | Accumulated Amortization | | Intangible Liabilities, net |
Intangible liabilities, net: | | | | | |
Below market leases acquired | $ | 20,985 | | | $ | (10,663) | | | $ | 10,322 | |
As of March 31, 2023, the Company’s annual amortization for its intangible assets/liabilities, assuming no prospective early lease terminations, was as follows (dollars in thousands):
| | | | | | | | | | | |
| Assets | | Liabilities |
2023 (nine months remaining) | $ | 4,863 | | | $ | 1,126 | |
2024 | 4,138 | | | 1,299 | |
2025 | 3,002 | | | 1,023 | |
2026 | 1,094 | | | 739 | |
2027 | 809 | | | 623 | |
Thereafter | 2,488 | | | 5,111 | |
| | | |
| | | |
Total | $ | 16,394 | | | $ | 9,921 | |
7. DEBT OBLIGATIONS
The following table sets forth information regarding the Company’s consolidated debt obligations outstanding as of March 31, 2023 and December 31, 2022 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 | | Effective Interest Rate | | Maturity Date | |
SECURED DEBT: | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
$245.0M 5.88% Secured Term Loan due 2028 | $ | 245,000 | | | — | | | 5.88% | | February 2028 | |
| | | | | | | | |
| | | | | | | | |
Less: deferred financing costs | (3,769) | | | — | | | | | | |
Total Secured indebtedness | $ | 241,231 | | | $ | — | | | | | | |
| | | | | | | | |
UNSECURED DEBT | | | | | | | | |
$600 million Unsecured Credit Facility | $ | — | | | $ | 88,500 | | | SOFR + 1.15% | | June 2026 | (a) |
Term Loan - Swapped to fixed | 250,000 | | | 250,000 | | | SOFR + 1.30% | | June 2027 | (b) |
$70.0 million Term Loan | 70,000 | | | — | | | SOFR + 1.85% | | February 2024 | (a)(c) |
$350.0M 3.95% Guaranteed Notes due 2023 | — | | | 54,301 | | | 3.87% | | February 2023 | (d) |
$350.0M 4.10% Guaranteed Notes due 2024 | 350,000 | | | 350,000 | | | 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 | | | 7.73% | | 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 | | | LIBOR + 1.25% | | March 2035 | |
Indenture IB (Preferred Trust I) | 25,774 | | | 25,774 | | | LIBOR + 1.25% | | April 2035 | |
Indenture II (Preferred Trust II) | 25,774 | | | 25,774 | | | LIBOR + 1.25% | | July 2035 | |
Principal balance outstanding | 1,898,610 | | | 1,971,411 | | | | | | |
Plus: original issue premium (discount), net | 2,676 | | | 2,934 | | | | | | |
Less: deferred financing costs | (9,217) | | | (9,307) | | | | | | |
Total unsecured indebtedness | $ | 1,892,069 | | | $ | 1,965,038 | | | | | | |
Total Debt Obligations | $ | 2,133,300 | | | $ | 1,965,038 | | | | | | |
(a)Spread includes a 10 basis point daily SOFR adjustment.
(b)On November 23, 2022, the unsecured term loan of $250.0 million was swapped to a fixed rate of 5.01% and matures on June 30, 2027. The effective date of the swap was January 31, 2023.
(c)The maturity date of the Unsecured Term Loan is subject to a 12 month optional extension upon customary terms and conditions.
(d)On January 20, 2023, the Company redeemed in full its then outstanding 3.95% Guaranteed Notes due 2023 (the “2023 Notes”). The redemption price of the 2023 Notes was approximately $55.2 (approximately $54.3 million in principal and approximately $0.92 million of accrued and unpaid interest).
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 1.05% 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, 2023, the weighted-average interest rate on Unsecured Credit Facility borrowings was 3.58% resulting in $0.3 million of interest expense.
Secured Facility due 2028
On January 19, 2023, seven indirect wholly-owned subsidiaries of the Company entered into a term loan agreement secured by seven operating properties in the aggregate principal amount of $245.0 million (the “Secured Facility”). The Secured Facility has a scheduled maturity date of February 6, 2028 and may be prepaid in full on or after March 6, 2025, subject to a prepayment premium, and may be prepaid in full on or after August 6, 2027 without any prepayment premium. The Secured Facility bears interest at 5.88% per year through the maturity date and is interest-only (payable monthly) through the maturity date.
2023 Unsecured Term Loan
On March 1, 2023, the Company entered into an unsecured one-year term loan agreement in the aggregate principal amount of $70.0 million (the “2023 Term Loan”). The 2023 Term Loan has a scheduled maturity date of February 28, 2024 with an option to extend for an additional twelve months upon customary terms and conditions. The 2023 Term Loan bears interest at Daily Simple SOFR plus 1.75% with a 0.10% SOFR adjustment per year through the maturity date and is interest-only (payable monthly) through the maturity date.
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, 2023. Certain of the covenants restrict the Company’s ability to obtain alternative sources of capital.
As of March 31, 2023, the aggregate scheduled principal payments on the Company’s consolidated debt obligations were as follows (in thousands):
| | | | | |
2023 (nine months remaining) | $ | — | |
2024 | 420,000 | |
2025 | — | |
2026 | — | |
2027 | 700,000 | |
Thereafter | 1,023,610 | |
Total principal payments | 2,143,610 | |
Net unamortized premiums/(discounts) | 2,676 | |
Net deferred financing costs | (12,986) | |
Outstanding indebtedness | $ | 2,133,300 | |
| |
| |
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, 2023 and December 31, 2022, 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, 2023 and December 31, 2022 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, 2023 | | December 31, 2022 |
| Carrying Amount (a) | | Fair Value | | Carrying Amount (a) | | Fair Value |
Unsecured notes payable | $ | 1,495,611 | | | $ | 1,254,570 | | | $ | 1,549,760 | | | $ | 1,411,351 | |
Variable rate debt | $ | 396,458 | | | $ | 356,855 | | | $ | 415,278 | | | $ | 386,988 | |
Secured fixed rate debt | $ | 241,231 | | | $ | 227,226 | | | $ | — | | | $ | — | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
(a)Net of deferred financing costs of $7.1 million and $7.5 million for unsecured notes payable, $2.2 million and $1.8 million for variable rate debt and $3.8 million and $0.0 million for secured fixed rate debt as of March 31, 2023 and December 31, 2022.
The Company used quoted market prices as of March 31, 2023 and December 31, 2022 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, 2023 and December 31, 2022. 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, 2023. Current estimates of fair value may differ from the amounts presented herein.
9. DERIVATIVE FINANCIAL INSTRUMENTS
The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of March 31, 2023 and December 31, 2022. 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).
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Hedge Product | | Hedge Type | | Designation | | Notional Amount | | Strike | | Trade Date | | Maturity Date | | Fair value |
| | | | | | 3/31/2023 | | 12/31/2022 | | | | | | | | 3/31/2023 | | 12/31/2022 |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Assets/(Liabilities) | | | | | | | | | | | | | | | | | | |
Swap | | Interest Rate | | Cash Flow | (a) | $ | 250,000 | | | $ | 250,000 | | | 3.729 | % | | November 23, 2022 | | June 30, 2027 | | $ | (3,003) | | | $ | 255 | |
| | | | | | $ | 250,000 | | | $ | 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.
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 $4.8 million and $4.9 million as of March 31, 2023 and December 31, 2022, respectively. Under the applicable accounting guidance, the redemption value of the redeemable common limited partnership units are carried at fair value. The Parent Company believes that 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, 2023) was approximately $2.3 million and $3.2 million as of March 31, 2023 and December 31, 2022, respectively.
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, |
| 2023 | | 2022 |
| Basic | | Diluted | | Basic | | Diluted |
Numerator | | | | | | | |
Net income (loss) | $ | (5,276) | | | $ | (5,276) | | | $ | 6,101 | | | $ | 6,101 | |
Net (income) loss attributable to noncontrolling interests | 17 | | | 17 | | | (8) | | | (8) | |
Nonforfeitable dividends allocated to unvested restricted shareholders | (70) | | | (70) | | | (148) | | | (148) | |
| | | | | | | |
| | | | | | | |
Net income (loss) attributable to common shareholders | $ | (5,329) | | | $ | (5,329) | | | $ | 5,945 | | | $ | 5,945 | |
Denominator | | | | | | | |
Weighted-average shares outstanding | 171,673,167 | | | 171,673,167 | | | 171,294,949 | | | 171,294,949 | |
Contingent securities/Share based compensation | — | | | — | | | — | | | 1,594,045 | |
Weighted-average shares outstanding | 171,673,167 | | | 171,673,167 | | | 171,294,949 | | | 172,888,994 | |
Earnings (loss) per Common Share: | | | | | | | |
Net income (loss) attributable to common shareholders | $ | (0.03) | | | $ | (0.03) | | | $ | 0.03 | | | $ | 0.03 | |
Redeemable common limited partnership units totaling 516,467 at March 31, 2023 and March 31, 2022, 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, 2023 and 2022, 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 16, 2023, the Parent Company declared a distribution of $0.19 per common share, totaling $32.8 million, which was paid on April 19, 2023 to shareholders of record as of April 5, 2023.
The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase common shares. On January 3, 2019, the Board of Trustees authorized the repurchase of up to $150.0 million common shares from and after January 3, 2019. During the three months ended March 31, 2023 and March 31, 2022, the Company did not repurchase any common shares.
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, |
| 2023 | | 2022 |
| Basic | | Diluted | | Basic | | Diluted |
Numerator | | | | | | | |
Net income (loss) | $ | (5,276) | | | $ | (5,276) | | | $ | 6,101 | | | $ | 6,101 | |
Net loss attributable to noncontrolling interests | 1 | | | 1 | | | 2 | | | 2 | |
Nonforfeitable dividends allocated to unvested restricted unitholders | (70) | | | (70) | | | (148) | | | (148) | |
| | | | | | | |
| | | | | | | |
Net income (loss) attributable to common unitholders | $ | (5,345) | | | $ | (5,345) | | | $ | 5,955 | | | $ | 5,955 | |
Denominator | | | | | | | |
Weighted-average units outstanding | 172,189,634 | | | 172,189,634 | | | 171,927,588 | | | 171,927,588 | |
Contingent securities/Share based compensation | — | | | — | | | — | | | 1,594,045 | |
Total weighted-average units outstanding | 172,189,634 | | | 172,189,634 | | | 171,927,588 | | | 173,521,633 | |
Earnings (loss) per Common Partnership Unit: | | | | | | | |
Net income (loss) attributable to common unitholders | $ | (0.03) | | | $ | (0.03) | | | $ | 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, 2023 and 2022, 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 16, 2023, the Operating Partnership declared a distribution of $0.19 per common partnership unit, totaling $32.8 million, which was paid on April 19, 2023 to unitholders of record as of April 5, 2023.
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, 2023 and March 31, 2022, the Company did not repurchase any units.
13. SHARE BASED COMPENSATION
Restricted Share Rights Awards
As of March 31, 2023, 1,163,050 restricted share rights (“Restricted Share Rights”) were outstanding under the Company’s long term equity incentive plan. These Restricted Share Rights vest over one to three years from the initial grant dates. The remaining compensation expense to be recognized with respect to these awards at March 31, 2023 was $3.3 million and is expected to be recognized over a weighted average remaining vesting period of 0.84 years. During the three months ended March 31, 2023 and 2022, the amortization related to outstanding Restricted Share Rights was $2.8 million (of which $0.4 million was capitalized) and $2.5 million (of which $0.3 million was capitalized), respectively. Compensation expense related to outstanding Restricted Share Rights is included in general and administrative expense.
The following table summarizes the Company’s Restricted Share Rights activity during the three months ended March 31, 2023:
| | | | | | | | | | | | | | |
| | Shares | | Weighted Average Grant Date Fair Value |
Non-vested at January 1, 2023 | | 553,893 | | | $ | 13.22 | |
Granted | | 621,293 | | | $ | 6.74 | |
Vested | | (9,786) | | | $ | 6.74 | |
Forfeited | | (2,350) | | | $ | 12.78 | |
Non-vested at March 31, 2023 | | 1,163,050 | | | $ | 9.81 | |
On February 16, 2023, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the Company an aggregate of 528,590 Restricted Share Rights, which vest over three years from the grant date. Each Restricted Share Right entitles the holder to one common share upon settlement. The Parent Company pays dividend equivalents on the Restricted Share Rights prior to the settlement date. Vesting and/or settlement would accelerate if the recipient of the award were to die, become disabled or, in the case of certain of such Restricted Share Rights, retire in a qualifying retirement prior to
the vesting or settlement date. Qualifying retirement generally means the recipient’s voluntary termination of employment after reaching at least age 57 and accumulating at least 15 years of service with the Company. In addition, vesting would also accelerate if the Parent Company were to undergo a change of control and, on or before the first anniversary of the change of control, the recipient’s employment were to cease due to a termination without cause or resignation with good reason.
The Restricted Share Rights granted in 2023, 2022, and 2021 to certain senior executives include an “outperformance feature” whereby additional shares may be earned, up to 225% of the shares subject to the basic award, based on the Company’s achievement of earnings-based targets and development, or investment, based targets during a three-year performance period with an additional 366 days of service generally required to fully vest. In addition to the basic award, up to an aggregate of 925,642, 406,179, and 388,840 shares may be awarded under the outperformance feature for the 2023, 2022, and 2021 awards, respectively, to those senior officers whose Restricted Share Rights awards include the “outperformance feature.” As of March 31, 2023, the Company has not recognized any compensation expense related to the outperformance feature for the 2021-2023 awards. The Company will continue to evaluate progression towards achievement of the performance metrics on a quarterly basis and recognize compensation expense for the outperformance feature of these awards should it be determined that achievement of these metrics is probable.
In addition, on February 16, 2023, the Compensation Committee awarded non-officer employees an aggregate of 92,703 Restricted Share Rights that generally vest in three equal annual installments. 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 and Trustees who meet the conditions for qualifying retirement during the scheduled vesting period and whose award agreements provide for vesting upon a qualifying retirement.
Restricted Performance Share Units Plan
The Compensation Committee of the Parent Company’s Board of Trustees has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company. The RPSUs are settled in common shares, with the number of common shares issuable in settlement determined based on the Company’s total shareholder return over specified measurement periods compared to total shareholder returns of comparative groups over the measurement periods. The table below presents certain information as to unvested RPSU awards.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | RPSU Grant Date |
| | 3/5/2021 | | 3/3/2022 | | 2/16/2023 | | Total |
(Amounts below in shares, unless otherwise noted) | | | | | | | | |
Non-vested at January 1, 2023 | | 371,239 | | | 513,038 | | | — | | | 884,277 | |
Granted | | — | | | — | | | 1,057,173 | | | 1,057,173 | |
Units Vested | | — | | | — | | | — | | | — | |
Units Cancelled | | — | | | — | | | — | | | — | |
Non-vested at March 31, 2023 | | 371,239 | | | 513,038 | | | 1,057,173 | | | 1,941,450 | |
Measurement Period Commencement Date | | 1/1/2021 | | 1/1/2022 | | 1/1/2023 | | |
Measurement Period End Date | | 12/31/2023 | | 12/31/2024 | | 12/31/2025 | | |
Granted | | 380,957 | | | 516,852 | | | 1,057,173 | | | |
Fair Value of Units on Grant Date (in thousands) | | $ | 6,389 | | | $ | 6,872 | | | $ | 7,125 | | | |
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. For the 2021 awards, dividend equivalents are credited as additional RPSUs during the performance period, subject to the same terms and conditions as the original RPSUs. The performance period will be abbreviated and the determination and delivery of earned shares will be accelerated in the event of a change in control or if the recipient of the award were to die, become disabled or retire in a qualifying retirement prior to the end of the otherwise applicable three-year performance period; provided that, in the case of qualifying retirement for the March 2023, 2022 and 2021 grants, the number of shares deliverable will be pro-rated based on the portion of the performance period actually worked before retirement.
For the three months ended March 31, 2023, the Company recognized amortization of the 2023, 2022 and 2021 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, 2022, amortization for the 2022, 2021 and 2020 RPSU awards was $1.2 million, of which $0.1 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation.
The remaining compensation expense to be recognized with respect to the non-vested RPSUs at March 31, 2023 was approximately $12.9 million and is expected to be recognized over a weighted average remaining vesting period of 2.2 years.
The Company issued 171,318 common shares on February 1, 2023 in settlement of RPSUs that had been awarded on March 5, 2020 (with a three-year measurement period ended December 31, 2022). Holders of these RPSUs also received a cash dividend of $0.19 per share for these common shares on January 19, 2023.
14. SEGMENT INFORMATION
As of March 31, 2023, 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 its operations by geographic area. Beginning on January 1, 2023, the properties that were historically part of the Metro Washington D.C. segment are reflected in the other reportable segment. The operations for the Metro Washington D.C. segment for the three months ended March 31, 2022 and real estate investments as of March 31, 2023 and December 31, 2022 as detailed below, have been included in the Other reportable segment. The following tables provide selected asset information and results of operations of the Company’s reportable segments (in thousands):
| | | | | | | | | | | |
Real estate investments, at cost: | | | |
| March 31, 2023 | | December 31, 2022 |
Philadelphia CBD | $ | 1,519,693 | | | $ | 1,517,801 | |
Pennsylvania Suburbs | 886,165 | | | 878,546 | |
Austin, Texas | 853,677 | | | 851,835 | |
Total Core Segments | 3,259,535 | | | 3,248,182 | |
Other | 372,960 | | | 369,058 | |
Operating Properties | $ | 3,632,495 | | | $ | 3,617,240 | |
| | | |
Corporate | | | |
Right of use asset - operating leases, net | $ | 19,505 | | | $ | 19,664 | |
Construction-in-progress | $ | 236,040 | | | $ | 218,869 | |
Land held for development | $ | 67,923 | | | $ | 76,499 | |
Prepaid leasehold interests in land held for development, net | $ | 27,762 | | | $ | 35,576 | |
Net operating income:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
| Total revenue | | Operating expenses (a) | | Net operating income | | Total revenue | | Operating expenses (a) | | Net operating income |
Philadelphia CBD | $ | 56,227 | | | $ | (20,586) | | | $ | 35,641 | | | $ | 53,471 | | | $ | (19,743) | | | $ | 33,728 | |
Pennsylvania Suburbs | 32,771 | | | (9,779) | | | 22,992 | | | 31,807 | | | (10,158) | | | 21,649 | |
Austin, Texas | 25,237 | | | (11,294) | | | 13,943 | | | 24,915 | | | (10,293) | | | 14,622 | |
Other | 9,389 | | | (5,412) | | | 3,977 | | | 8,799 | | | (5,438) | | | 3,361 | |
| | | | | | | | | | | |
Corporate | 5,603 | | | (3,764) | | | 1,839 | | | 8,513 | | | (2,286) | | | 6,227 | |
Operating properties | $ | 129,227 | | | $ | (50,835) | | | $ | 78,392 | | | $ | 127,505 | | | $ | (47,918) | | | $ | 79,587 | |
(a)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 venture |
| As of | | Three Months Ended March 31, | | |
| March 31, 2023 | | December 31, 2022 | | 2023 | | 2022 | | | | |
Philadelphia CBD | $ | 404,838 | | | $ | 387,301 | | | $ | (3,259) | | | $ | (2,772) | | | | | |
Metropolitan Washington, D.C. | 82,281 | | | 83,903 | | | (1,176) | | | (186) | | | | | |
Mid-Atlantic Office JV | 30,591 | | | 31,005 | | | 190 | | | 418 | | | | | |
MAP Venture | (38,284) | | | (35,411) | | | (1,922) | | | (2,023) | | | | | |
| | | | | | | | | | | |
Austin, Texas | 66,065 | | | 65,426 | | | — | | | — | | | | | |
Total | $ | 545,491 | | | $ | 532,224 | | | $ | (6,167) | | | $ | (4,563) | | | | | |
Net operating income (“NOI”) is a non-GAAP financial measure, which we define as total revenue less property operating expenses, real estate taxes and third-party management expenses. Property operating expenses that are included in determining NOI consist of costs that are necessary and allocable to our operating properties such as utilities, property-level salaries, repairs and maintenance, property insurance 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, | | |
| 2023 | | 2022 | | | | |
Net income (loss) | $ | (5,276) | | | $ | 6,101 | | | | | |
Plus: | | | | | | | |
Interest expense | 22,653 | | | 15,742 | | | | | |
Interest expense - amortization of deferred financing costs | 1,027 | | | 709 | | | | | |
| | | | | | | |
Depreciation and amortization | 45,600 | | | 43,782 | | | | | |
General and administrative expenses | 9,482 | | | 10,000 | | | | | |
Equity in loss of unconsolidated real estate ventures | 6,167 | | | 4,563 | | | | | |
| | | | | | | |
| | | | | | | |
Less: | | | | | | | |
Interest and investment income | 505 | | | 440 | | | | | |
Income tax provision | (25) | | | (27) | | | | | |
| | | | | | | |
| | | | | | | |
Net gain on sale of undepreciated real estate | 781 | | | 897 | | | | | |
| | | | | | | |
| | | | | | | |
Consolidated net operating income | $ | 78,392 | | | $ | 79,587 | | | | | |
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, 2023, the Company’s unconsolidated real estate ventures had aggregate indebtedness of $1,234.9 million. These loans are generally mortgage or 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 and the 3151 Market Street Venture, the Company has provided, and expects to continue to provide, cost overrun and completion guarantees, as well as customary environmental indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements. 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. Similarly, 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. 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. As of March 31, 2023, 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 $52.2 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. In addition, with respect to the One Uptown Ventures, the Company has provided completion guarantees and environmental indemnities in favor of its partner. Furthermore, in addition to completion guarantees, environmental indemnities and guarantees of exceptions to nonrecourse loan provisions in favor of the lenders for the One Uptown Ventures, 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 and $85.0 million 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, 2023, had $6.6 million of future fixed contractual obligations. The Company also committed to fund additional contributions under the program. As of March 31, 2023, the Company estimates that these additional contributions, which are not fixed under the terms of agreement, will be $2.2 million.
In connection with the formation of the Commerce Square Venture, the Company has committed to investing an additional $20.0 million of preferred equity in the properties on a pari passu basis with its joint venture partner of which $9.5 million has been contributed by the Company as of March 31, 2023.
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.