(State or Other Jurisdiction of Incorporation or Organization)
(Commission file number)
(I.R.S. Employer Identification Number)
2929 Arch Street Suite 1800 Philadelphia, PA19104 (Address of principal executive offices) (Zip Code)
(610) 325-5600 (Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares of Beneficial Interest
BDN
NYSE
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Brandywine Realty Trust
Yes
☒ No ☐
Brandywine Operating Partnership, L.P.
Yes
☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Brandywine Realty Trust
Yes
☒ No ☐
Brandywine Operating Partnership, L.P.
Yes
☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Brandywine Realty Trust:
Large accelerated filer
☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company
☐
Emerging growth company
☐
Brandywine Operating Partnership, L.P.:
Large accelerated filer
☐
Accelerated filer ☐
Non-accelerated filer
☒
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Brandywine Realty Trust
Yes
☐
No ☒
Brandywine Operating Partnership, L.P.
Yes
☐
No ☒
A total of 172,950,504 Common Shares of Beneficial Interest, par value $0.01 per share of Brandywine Realty Trust, were outstanding as of April 27, 2025.
This report (this "Form 10-Q") combines the quarterly reports on Form 10-Q for the period ended March 31, 2025 of Brandywine Realty Trust (the “Parent Company”) and Brandywine Operating Partnership L.P. (the “Operating Partnership”). The Parent Company is a Maryland real estate investment trust, or REIT, that owns its assets and conducts its operations through the Operating Partnership, a Delaware limited partnership, and subsidiaries of the Operating Partnership. The Parent Company, the Operating Partnership and their consolidated subsidiaries are collectively referred to in this report as the “Company”. In addition, as used in this report, terms such as “we”, “us”, and “our” may refer to the Company, the Parent Company, or the Operating Partnership.
The Parent Company is the sole general partner of the Operating Partnership and, as of March 31, 2025, owned a 99.7% interest in the Operating Partnership. The remaining 0.3% interest consists of common units of limited partnership interest issued by the Operating Partnership to third parties in exchange for contributions of properties to the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has full and complete authority over the Operating Partnership’s day-to-day operations and management.
Management operates the Parent Company and the Operating Partnership as one enterprise. The management of the Parent Company consists of the same members as the management of the Operating Partnership.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements. The separate discussions of the Parent Company and the Operating Partnership in this Form 10-Q should be read in conjunction with each other to understand the results of the Company’s operations on a consolidated basis and how management operates the Company.
The Company believes that combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into a single report will:
•facilitate a better understanding by the investors of the Parent Company and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;
•remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both the Parent Company and the Operating Partnership; and
•create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
There are few differences between the Parent Company and the Operating Partnership, which are reflected in the footnote disclosures in this Form 10-Q. The Company believes it is important to understand the differences between the Parent Company and the Operating Partnership in the context of how these entities operate as an interrelated consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time (and contributing the net proceeds of such issuances to the Operating Partnership) and guaranteeing the debt obligations of the Operating Partnership. The Operating Partnership holds substantially all the assets of the Company, including the Company’s ownership interests in the real estate ventures described below. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness (directly and through subsidiaries) and through the issuance of partnership units of the Operating Partnership or equity interests in subsidiaries of the Operating Partnership.
The equity and non-controlling interests in the Parent Company and the Operating Partnership’s equity are the main areas of difference between the consolidated financial statements of the Parent Company and the Operating Partnership. The common units of limited partnership interest in the Operating Partnership are accounted for as partners’ equity in the Operating Partnership’s financial statements while the common units of limited partnership interests held by parties other than the Parent Company are presented as non-controlling interests in the Parent Company’s financial statements. The differences between the Parent Company and the Operating Partnership’s equity relate to the differences in the equity issued at the Parent Company and Operating Partnership levels.
To help investors understand the differences between the Parent Company and the Operating Partnership, this Form 10-Q presents the following as separate notes or sections for each of the Parent Company and the Operating Partnership:
•Consolidated Financial Statements; and
•Notes to the Parent Company’s and Operating Partnership’s Equity.
This Form 10-Q also includes separate Item 4. (Controls and Procedures) disclosures and separate Exhibit 31 and 32 certifications for each of the Parent Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Parent Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. § 1350.
In order to highlight the differences between the Parent Company and the Operating Partnership, the separate sections in this Form 10-Q for the Parent Company and the Operating Partnership specifically refer to the Parent Company and the Operating Partnership. In the sections that combine disclosures of the Parent Company and the Operating Partnership, this Form 10-Q refers to such disclosures as those of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and real estate ventures and holds assets and incurs debt, reference to the Company is appropriate because the business is one enterprise and the Parent Company operates the business through the Operating Partnership.
Represents total initial contractual rental rate under the applicable leases (as impacted by free rent) plus contractual fixed rent increases due under the applicable leases averaged over the total terms (without regard to extension options) of the applicable leases. For comparison purposes, the Company excludes new leases of space when the previous lease of such space ended more than 12 months prior to the signing date for the new leases.
Core Portfolio/Core Properties
Includes all wholly-owned operating properties. Does not include Properties under development/redevelopment, recently completed not-stabilized Properties, and properties held for sale.
Funds From Operations (“FFO”)
Is a non-GAAP financial measure, which the Company believes is useful to investors. The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company. NAREIT defines FFO as net income (loss) before noncontrolling interests of unitholders (preferred and common) and excluding gains (losses) on sales of depreciable operating property, impairment losses on depreciable consolidated real estate, impairment losses on investments in unconsolidated real estate ventures and extraordinary items (computed in accordance with GAAP); plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after adjustment for unconsolidated real estate ventures. Net income, the GAAP measure that the Company believes to be most directly comparable to FFO, includes depreciation and amortization expenses, gains or losses on property sales and noncontrolling interests. FFO per share is calculated by dividing FFO by fully diluted shares available to common shareholders and limited partnership unitholders. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part1 of this Form 10-Q for a reconciliation of net income (loss) attributable to common shares and common unitholders to FFO.
Net Operating Income (“NOI”)
Is a non-GAAP financial measure, which the Company defines 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 is a non-GAAP financial measure that we report because we believe it is useful to our investors. See Note 14, “Segment Information,” to our Consolidated Financial Statements in this Form 10-Q for additional information on NOI, including a reconciliation of NOI to our consolidated net income (loss) as defined by GAAP.
Rental Rate
Includes base rent plus reimbursement for operating expenses and real estate taxes.
Same Store Properties
We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us through the end of the latest period presented as Same Store Properties. Same Store Properties therefore exclude properties placed in-service, acquired, repositioned, held for sale or in development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. Accordingly, it takes at least one year and one quarter after a property is acquired for that property to be included in Same Store Properties.
(unaudited, in thousands, except share and per share information)
March 31, 2025
December 31, 2024
ASSETS
Real estate investments:
Operating properties
$
3,405,048
$
3,374,780
Accumulated depreciation
(1,200,058)
(1,171,803)
Right of use asset - operating leases, net
18,259
18,412
Operating real estate investments, net
2,223,249
2,221,389
Construction-in-progress
78,021
94,628
Land held for development
82,536
81,318
Prepaid leasehold interests in land held for development, net
27,762
27,762
Total real estate investments, net
2,411,568
2,425,097
Cash and cash equivalents
29,428
90,229
Restricted cash and escrows
2,045
5,948
Accounts receivable
13,573
12,703
Accrued rent receivable, net of allowance of $867 and $909 as of March 31, 2025 and December 31, 2024, respectively
185,957
184,312
Investment in unconsolidated real estate ventures
570,370
570,455
Deferred costs, net
82,051
84,317
Intangible assets, net
5,028
5,505
Other assets
123,766
113,647
Total assets
$
3,423,786
$
3,492,213
LIABILITIES AND BENEFICIARIES' EQUITY
Secured debt, net
$
281,166
$
275,338
Unsecured credit facility
65,000
—
Unsecured term loans, net
249,084
318,949
Unsecured senior notes, net
1,619,260
1,618,527
Accounts payable and accrued expenses
118,454
129,717
Distributions payable
26,487
26,256
Deferred income, gains and rent
21,293
35,414
Intangible liabilities, net
7,080
7,292
Lease liability - operating leases
23,591
23,546
Other liabilities
12,975
12,587
Total liabilities
$
2,424,390
$
2,447,626
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; 173,050,963 and 172,665,995 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
1,728
1,724
Additional paid-in-capital
3,193,485
3,182,621
Deferred compensation payable in common shares
21,875
20,456
Common shares in grantor trust, 1,341,572 and 1,221,333 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
(21,875)
(20,456)
Cumulative earnings
756,524
783,499
Accumulated other comprehensive income (loss)
(23)
2,521
Cumulative distributions
(2,958,128)
(2,931,730)
Total Brandywine Realty Trust's equity
993,586
1,038,635
Noncontrolling interests
5,810
5,952
Total beneficiaries' equity
$
999,396
$
1,044,587
Total liabilities and beneficiaries' equity
$
3,423,786
$
3,492,213
The accompanying notes are an integral part of these consolidated financial statements.
(unaudited, in thousands, except unit and per unit information)
March 31, 2025
December 31, 2024
ASSETS
Real estate investments:
Operating properties
$
3,405,048
$
3,374,780
Accumulated depreciation
(1,200,058)
(1,171,803)
Right of use asset - operating leases, net
18,259
18,412
Operating real estate investments, net
2,223,249
2,221,389
Construction-in-progress
78,021
94,628
Land held for development
82,536
81,318
Prepaid leasehold interests in land held for development, net
27,762
27,762
Total real estate investments, net
2,411,568
2,425,097
Cash and cash equivalents
29,428
90,229
Restricted cash and escrows
2,045
5,948
Accounts receivable
13,573
12,703
Accrued rent receivable, net of allowance of $867 and $909 as of March 31, 2025 and December 31, 2024, respectively
185,957
184,312
Investment in unconsolidated real estate ventures
570,370
570,455
Deferred costs, net
82,051
84,317
Intangible assets, net
5,028
5,505
Other assets
123,766
113,647
Total assets
$
3,423,786
$
3,492,213
LIABILITIES AND PARTNERS' EQUITY
Secured debt, net
$
281,166
$
275,338
Unsecured credit facility
65,000
—
Unsecured term loans, net
249,084
318,949
Unsecured senior notes, net
1,619,260
1,618,527
Accounts payable and accrued expenses
118,454
129,717
Distributions payable
26,487
26,256
Deferred income, gains and rent
21,293
35,414
Intangible liabilities, net
7,080
7,292
Lease liability - operating leases
23,591
23,546
Other liabilities
12,975
12,587
Total liabilities
$
2,424,390
$
2,447,626
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, 2025 and December 31, 2024, respectively
2,317
2,870
Brandywine Operating Partnership, L.P.'s equity:
General Partnership Capital; 173,050,963 and 172,665,995 units issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
994,626
1,036,712
Accumulated other comprehensive income (loss)
(362)
2,190
Total Brandywine Operating Partnership, L.P.'s equity
994,264
1,038,902
Noncontrolling interest - consolidated real estate ventures
2,815
2,815
Total partners' equity
$
997,079
$
1,041,717
Total liabilities and partners' equity
$
3,423,786
$
3,492,213
The accompanying notes are an integral part of these consolidated financial statements.
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, 2025, 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, 2025, the Company owned and consolidated 64 properties that contain an aggregate of approximately 12.1 million net rentable square feet (collectively, the “Properties”). The Company’s core portfolio of operating properties (the “Core Properties”) exclude properties under development or redevelopment properties, recently completed - not stabilized properties, and properties held for sale. The Properties were comprised of the following as of March 31, 2025:
Number of Properties
Rentable Square Feet
Office properties
59
11,006,099
Mixed-use properties
4
924,450
Core Properties
63
11,930,549
Recently completed - not stabilized properties (a)
1
168,294
The Properties
64
12,098,843
(a)The Company reclassifies a Property from “development/redevelopment property” to “recently completed – not-stabilized property” after the date that the development or redevelopment of the Property is placed in service and prior to the time that the Property reaches at least 90% occupancy. At such time as the Property reaches at least 90% occupancy it is considered stabilized. Then the Company reclassifies the Property as a “Core Property.”
In addition to the Properties, as of March 31, 2025, the Company owned 130.6 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, 2025, 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, 2025, the Company also owned economic interests in nine 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, 2025, the management company subsidiaries were managing properties containing an aggregate of approximately 19.4 million net rentable square feet, of which approximately 12.1 million net rentable square feet related to Properties owned by the Company and approximately 7.3 million net rentable square feet related to properties owned by the unconsolidated real estate ventures.
Unless otherwise indicated, all references in this Form 10-Q to square feet and net rentable 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, 2025, the results of its operations for the three months ended March 31, 2025 and 2024 and its cash flows for the three months ended March 31, 2025 and 2024. 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, 2024 filed with the SEC on February 27, 2025.
The consolidated balance sheet at December 31, 2024 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, 2024 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, 2024.
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. The estimates and assumptions include, but are not limited to, the amount and timing of development/redevelopment costs and of Company obligations for such costs, including costs incurred through unconsolidated real estate ventures. The estimates and assumptions for development/redevelopment cost are highly judgmental, cover significant future time horizons and are sensitive to cost escalations, sales price escalations and timing and pricing of leasing activity, all of which may be 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). The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company's adoption of the standard did not have a material impact on the Company's consolidated financial statements.
3. REAL ESTATE INVESTMENTS
As of March 31, 2025 and December 31, 2024, the gross carrying value of the Properties, reflected in the line item “Operating properties” in the Company's consolidated balance sheets, was as follows (in thousands):
March 31, 2025
December 31, 2024
Land
$
361,820
$
361,861
Building and improvements
2,565,100
2,551,089
Tenant improvements
478,128
461,830
Total
$
3,405,048
$
3,374,780
Net gain on disposition of real estate
During first quarter of 2025, the Company recognized a gain of $3.1 million from installment proceeds received from the buyer of a property, located in Philadelphia, Pennsylvania, that the Company sold in March 2017. In March 2017, the Company sold the property for a gross sales price of $21.4 million. At the settlement, the Company received a partial payment of $12.0 million and recognized a corresponding gain on sale of $6.5 million. The remainder of the payment of $9.4 million was deferred and was initially contingent upon termination or expiration of a lease at the property with an existing tenant. In 2024, the deferred contingent payment obligation was changed to a fixed payment obligation, and the $6.3 million remaining deferred payment, together with interest thereon at 11% per annum, is due in February 2026 and will be recognized as a gain if and when cash is received.
4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
As of March 31, 2025, the Company held ownership interests in nine unconsolidated real estate ventures, with a net aggregate investment balance of $570.4 million. As of March 31, 2025, four of the real estate ventures owned properties (directly or through leasehold interests) that contained an aggregate of approximately 4.3 million net rentable square feet of office space; one of the real estate ventures directly owns one property with 341 rentable residential units; one of the real estate ventures directly owns a mixed use building featuring 0.2 million square feet of office space and 326 rentable residential units; two of the real estate ventures owned 1.4 acres of land held for development; and one of the real estate ventures owned land in active development.
The Company accounts for its interests in the unconsolidated real estate ventures, which range from 20% to 85%, using the equity method. Certain of the unconsolidated real estate ventures are subject to specified priority allocations of distributable cash, including cash from operations and cash from capital events, such as sales of properties.
The Company earned management fees from the unconsolidated real estate ventures of $1.0 million and $1.9 million for the three months ended March 31, 2025 and 2024, respectively.
The Company earned leasing commissions from the unconsolidated real estate ventures of $1.5 million and $0.6 million for the three months ended March 31, 2025 and 2024, respectively.
The Company had outstanding accounts receivable balances from the unconsolidated real estate ventures of $5.8 million and $5.0 million as of March 31, 2025 and December 31, 2024, 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, 2025 and December 31, 2024 (in thousands):
March 31, 2025
December 31, 2024
Net property
$
1,646,618
$
1,641,085
Other assets
238,568
238,406
Other liabilities
111,963
107,801
Debt, net
759,750
752,325
Equity (a)
1,013,473
1,019,365
(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, 2025 and 2024 (in thousands):
Three Months Ended March 31,
2025 (a)
2024
Revenue
$
42,551
$
45,949
Operating expenses
(16,662)
(24,881)
Interest expense, net
(14,908)
(17,363)
Depreciation and amortization
(17,267)
(20,889)
Loss on property disposition
—
(490)
Net loss
$
(6,286)
$
(17,674)
Ownership interest %
Various
Various
Company's share of net loss
$
(10,306)
$
(13,814)
Basis adjustments and other
(205)
226
Equity in loss of unconsolidated real estate ventures
$
(10,511)
$
(13,588)
(a)Excludes amounts related to the Herndon Innovation Center Metro Portfolio Venture, LLC and the New MAP Venture as the Company discontinued applying the equity method of accounting. The Company discontinued applying the equity method of accounting on the Herndon Innovation Center
Metro Portfolio Venture, LLC after March 31, 2024 and has no further investments in Herndon Innovation Center as of December 31, 2024. The Company discontinued applying the equity method of accounting on the New MAP Venture after June 30, 2024. As of June 30, 2024, the Company's investment in the New MAP Venture was zero, and the Company discontinued applying the equity method of accounting on the New MAP Venture.
KB JV
On June 28, 2024, the Company formed an unconsolidated real estate venture, KB JV, LLC (the "KB JV"), which acquired leasehold interests in 14 properties, located in Richmond, Virginia, from a different unconsolidated real estate venture of the Company, the MAP Venture, for $26.0 million. The Company and an unaffiliated third party each owned a 50% equity interest in the KB JV and the portfolio assets were unencumbered by third party debt. In connection with the formation of KB JV and its purchase of the 14 properties, the KB JV loaned $13.0 million to the Company. The loan from the KB JV was classified within “Unsecured term loans, net” on the consolidated balance sheet.
On December 20, 2024, the KB JV sold its entire interest in the 14 properties for $66.8 million, generating approximately $15.5 million of net proceeds to the Company for its 50% ownership interest in the KB JV, after repayment of the above-referenced $13.0 million loan. As of March 31, 2025, the KB JV has ceased operations and the Company has no further investments in the KB JV.
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, 2025 and 2024 (in thousands):
Three Months Ended March 31,
Lease Revenue
2025
2024
Fixed contractual payments
$
87,281
$
92,213
Variable lease payments
24,249
24,198
Total
$
111,530
$
116,411
6. INTANGIBLE ASSETS AND LIABILITIES
As of March 31, 2025 and December 31, 2024, the Company’s intangible assets/liabilities were comprised of the following (in thousands):
As of March 31, 2025, the Company’s annual amortization for its intangible assets/liabilities, assuming no early lease terminations, was as follows (dollars in thousands):
The following table sets forth information regarding the Company’s consolidated debt obligations outstanding as of March 31, 2025 and December 31, 2024 (in thousands):
March 31, 2025
December 31, 2024
Effective Interest Rate
Maturity Date
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
38,373
32,734
SOFR + 2.50%
August 2026
Principal balance outstanding
283,373
277,734
Less: deferred financing costs
(2,207)
(2,396)
Total Secured indebtedness
$
281,166
$
275,338
UNSECURED DEBT
$600.0M Unsecured Credit Facility
$
65,000
$
—
SOFR + 1.50%
June 2027
(a)
Term Loan - Swapped to fixed
250,000
250,000
SOFR + 1.70%
(b)
June 2027
(a)
$70.0M Term Loan
—
70,000
SOFR + 2.00%
February 2025
(a)
$450.0M 3.95% Guaranteed Notes due 2027
450,000
450,000
4.03%
November 2027
$350.0M 8.30% Guaranteed Notes due 2028
350,000
350,000
8.48%
(c)
March 2028
$350.0M 4.55% Guaranteed Notes due 2029
350,000
350,000
4.30%
October 2029
$400.0M 8.875% Guaranteed Notes due 2029
400,000
400,000
8.97%
April 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
1,943,610
1,948,610
Plus: original issue premium (discount), net
$
(424)
$
(544)
Less: deferred financing costs
(9,842)
(10,590)
Total unsecured indebtedness
$
1,933,344
$
1,937,476
Total Debt Obligations
$
2,214,510
$
2,212,814
(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, 2025, the fixed rate for this instrument was 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 the Company's senior unsecured credit rating from Baa3 to Ba1. As a result of the downgrade, the interest rate on the Company's 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 the Company's 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. During the second quarter of 2024, Moody's downgraded the Company's senior unsecured credit rating from Ba1 to Ba2. As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.30% in April 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, and to 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, 2025, the weighted-average interest rate on Unsecured Credit Facility borrowings was 5.83%, resulting in $0.4 million of interest expense for such period.
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 was scheduled to mature on February 28, 2024. In January 2024, the Company executed its option to extend for an additional twelve months to February 28, 2025 upon customary terms and conditions. The 2023 Term Loan bore interest at Daily Simple SOFR plus 1.90% with a 0.10% SOFR adjustment per year and was interest-only (payable monthly) through the maturity date. The Company repaid the loan on its maturity date of February 28, 2025.
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, 2025. Certain of the covenants restrict the Company’s ability to obtain alternative sources of capital.
As of March 31, 2025, the aggregate scheduled principal payments on the Company’s consolidated debt obligations (secured and unsecured) were as follows (in thousands):
2025 (nine months remaining)
$
—
2026
38,373
2027
765,000
2028
595,000
2029
750,000
Thereafter
78,610
Total principal payments
2,226,983
Net unamortized premiums/(discounts)
(424)
Net deferred financing costs
(12,049)
Outstanding indebtedness
$
2,214,510
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial assets and liabilities recorded on the Company's 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, 2025 and December 31, 2024, 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, 2025 and December 31, 2024 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, 2025
December 31, 2024
Carrying Amount (a)
Fair Value
Carrying Amount (a)
Fair Value
Unsecured notes payable
$
1,540,650
$
1,524,665
$
1,539,917
$
1,537,210
Variable rate debt
431,067
407,769
430,293
403,880
Fixed rate debt
242,793
235,727
242,605
232,804
(a)Net of deferred financing costs of $8.9 million and $9.5 million for unsecured notes payable, $0.9 million and $1.1 million for variable rate debt and $2.2 million and $2.4 million for secured fixed rate debt as of March 31, 2025 and December 31, 2024.
The Company used quoted market prices as of March 31, 2025 and December 31, 2024 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 and fixed rate debt are categorized as Level 3. The fair value of the variable rate and fixed 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.
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, 2025 and December 31, 2024. 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, 2025. 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, 2025 and December 31, 2024. 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
3/31/2025
12/31/2024
3/31/2025
12/31/2024
Assets
Swap
Interest Rate
Cash Flow
(a)
$
27,062
$
27,062
3.629
%
January 12, 2024
December 30, 2026
$
40
$
206
Swap
Interest Rate
Cash Flow
(a)
—
250,000
3.713
%
November 23, 2022
June 30, 2027
—
1,666
Swap
Interest Rate
Cash Flow
(a)
—
51,548
3.725
%
January 12, 2024
January 30, 2027
—
313
Liabilities
Swap
Interest Rate
Cash Flow
(a)
$
250,000
—
3.713
%
November 23, 2022
June 30, 2027
$
(382)
$
—
Swap
Interest Rate
Cash Flow
(a)
51,548
—
3.725
%
January 12, 2024
January 30, 2027
(25)
—
$
328,610
$
328,610
(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 $3.0 million and $3.1 million as of March 31, 2025 and December 31, 2024, 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, 2025) was approximately $2.3 million and $2.9 million as of March 31, 2025 and December 31, 2024, 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,
2025
2024
Basic
Diluted
Basic
Diluted
Numerator
Net loss
$
(27,056)
$
(27,056)
$
(16,414)
$
(16,414)
Net loss attributable to noncontrolling interests
81
81
46
46
Nonforfeitable dividends allocated to unvested restricted shareholders
(429)
(429)
(336)
(336)
Net loss attributable to common shareholders
$
(27,404)
$
(27,404)
$
(16,704)
$
(16,704)
Denominator
Weighted-average shares outstanding
172,915,482
172,915,482
172,207,037
172,207,037
Weighted-average shares outstanding
172,915,482
172,915,482
172,207,037
172,207,037
Loss per Common Share:
Net loss attributable to common shareholders
$
(0.16)
$
(0.16)
$
(0.10)
$
(0.10)
Redeemable common limited partnership units totaling 515,595 at March 31, 2025 and March 31, 2024 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, 2025 and 2024, 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 19, 2025, the Parent Company declared a distribution of $0.15 per common share, totaling $26.5 million, which was paid on April 17, 2025 to shareholders of record as of April 3, 2025.
The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase its common shares. On January 3, 2019, the Board of Trustees authorized the repurchase of up to $150.0 million of the Company's common shares from and after January 3, 2019. During the three months ended March 31, 2025 and March 31, 2024, the Company did not repurchase any common shares under the program.
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,
2025
2024
Basic
Diluted
Basic
Diluted
Numerator
Net loss
$
(27,056)
$
(27,056)
$
(16,414)
$
(16,414)
Net income attributable to noncontrolling interests
—
—
(3)
(3)
Nonforfeitable dividends allocated to unvested restricted unitholders
(429)
(429)
(336)
(336)
Net loss attributable to common unitholders
$
(27,485)
$
(27,485)
$
(16,753)
$
(16,753)
Denominator
Total weighted-average units outstanding
173,431,077
173,431,077
172,722,632
172,722,632
Loss per Common Partnership Unit:
Net loss attributable to common unitholders
$
(0.16)
$
(0.16)
$
(0.10)
$
(0.10)
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, 2025 and 2024, 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 19, 2025, the Operating Partnership declared a distribution of $0.15 per common partnership unit, totaling$0.1 million, which was paid on April 17, 2025 to unitholders of record as of April 3, 2025.
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, 2025 and March 31, 2024, the Company did not repurchase any units under the program.
13. SHARE BASED COMPENSATION
Restricted Share Unit Awards
As of March 31, 2025, 2,857,692 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 to three years from the initial grant dates. The remaining compensation expense to be recognized with respect to these awards at March 31, 2025 was $2.5 million and is expected to be recognized over a weighted average remaining vesting period of 1.43 years. During the three months ended March 31, 2025 and 2024, the amortization related to outstanding Restricted Share Units was $4.1 million (of which $0.6 million was capitalized) and $3.9 million (of which $0.7 million was capitalized), respectively. Compensation expense related to outstanding Restricted Share Units is included in general and administrative expense.
The following table summarizes the Company’s Restricted Share Units activity during the three months ended March 31, 2025:
Shares
Weighted Average Grant Date Fair Value
Non-vested at January 1, 2025
1,783,508
$
5.13
Granted
1,117,454
$
4.88
Vested
(28,583)
$
5.85
Forfeited
(14,687)
$
5.44
Non-vested at March 31, 2025
2,857,692
$
5.03
On February 28, 2025, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the Company an aggregate of 995,552 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 2025, 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 2,170,708, 2,669,293, 925,642, and 406,179 shares may be awarded under the outperformance feature for the 2025, 2024, 2023, and 2022 awards, respectively, to those senior officers whose Restricted Share Units awards include the “outperformance feature.” As of March 31, 2025, the Company has not recognized any compensation expense related to the outperformance feature for the 2025 awards and has recognized $5.7 million, $4.2 million and $2.1 million related to the outperformance feature for the 2024, 2023 and 2022 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 28, 2025, the Compensation Committee awarded non-officer employees an aggregate of 122,926 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%, with respect to the 2023 award, and zero and 240%, with respect to the 2024 and 2025 awards, of the target amount based on the achievement of certain performance or market conditions. For 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 the 2025 and 2024 awards, the number of common shares issuable is determined based on the Company’s achievement of certain operating metrics during three one-year performance periods, subject to further adjustment based on Relative TSR for the three-year term of the award. The table below presents certain information as to unvested RPSU awards.
RPSU Awarded Date
2/16/2023
2/26/2024
2/28/2025
Total
(Amounts below in shares, unless otherwise noted)
Non-vested at January 1, 2025
999,887
375,968
—
1,375,855
Granted
—
375,968
331,851
707,819
Units Vested
(11,185)
—
—
(11,185)
Units Cancelled
(10,699)
—
—
(10,699)
Non-vested at March 31, 2025
978,003
751,936
331,851
2,061,790
Measurement Period Commencement Date
1/1/2023
1/1/2024
1/1/2025
Measurement Period End Date
12/31/2025
12/31/2026
12/31/2027
Awarded Units
1,057,173
1,251,803
995,552
Fair Value of Units on Awarded Date (in thousands)
$
7,125
$
5,145
$
4,858
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 retirement eligible employees.
For 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 and 2025 awards, the Company awarded 1,251,803 and 995,552 RPSUs of which 375,968 and 331,851 are treated as granted in 2025, respectively. The determination and delivery of earned shares will be accelerated in the event of a change in control or the award recipient’s death 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, 2025, the Company recognized amortization of the 2025, 2024 and 2023 RPSU awards of $2.2 million, of which $0.0 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the three months ended March 31, 2024, amortization for the 2024, 2023 and 2022 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, 2025 was approximately $9.1 million and is expected to be recognized over a weighted average remaining vesting period of 1.9 years.
The Company issued 364,588 common shares on February 1, 2025 in settlement of RPSUs that had been awarded on March 3, 2022 (with a three-year measurement period ended December 31, 2024). Holders of these RPSUs also received a cash dividend of $0.15 per share for these common shares on January 23, 2025.
14. SEGMENT INFORMATION
As of March 31, 2025, 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/redevelopment 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):
Prepaid leasehold interests in land held for development, net
$
27,762
$
27,762
Net operating income:
Three Months Ended March 31,
2025
2024
Total revenue
Operating expenses (a)
Net operating income
Total revenue
Operating expenses (a)
Net operating income
Philadelphia CBD
$
55,388
$
(20,631)
$
34,757
$
55,988
$
(19,882)
$
36,106
Pennsylvania Suburbs
31,931
(10,055)
21,876
32,019
(9,359)
22,660
Austin, Texas
18,151
(7,767)
10,384
23,255
(9,013)
14,242
Other
10,523
(5,224)
5,299
10,968
(5,462)
5,506
Corporate
5,523
(3,914)
1,609
4,254
(3,698)
556
Operating properties
$
121,516
$
(47,591)
$
73,925
$
126,484
$
(47,414)
$
79,070
(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 ventures
As of
Three Months Ended March 31,
March 31, 2025
December 31, 2024
2025
2024
Philadelphia CBD
$
458,335
$
452,334
$
(4,208)
$
(9,613)
Mid-Atlantic Office JV
10,684
10,844
(161)
—
MAP Venture
—
—
—
(3,223)
Austin, Texas
84,500
90,495
(5,888)
—
Other
16,851
16,782
(254)
(752)
Total
$
570,370
$
570,455
$
(10,511)
$
(13,588)
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,
2025
2024
Net loss
$
(27,056)
$
(16,414)
Plus:
Interest expense
31,845
25,049
Interest expense - amortization of deferred financing costs
1,230
1,091
Depreciation and amortization
44,353
45,042
General and administrative expenses
17,470
11,104
Equity in loss of unconsolidated real estate ventures
10,511
13,588
Less:
Interest and investment income
1,186
421
Income tax provision
—
(2)
Net gain on disposition of real estate
3,059
—
Net gain (loss) on real estate venture transactions
183
(29)
Consolidated net operating income
$
73,925
$
79,070
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, 2025, the Company’s unconsolidated real estate ventures had aggregate indebtedness of $764.1 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 accordance with the agreement with its partner in the 3025 JFK Venture, the Company provided cost overrun and completion guarantees for the project developed by the 3025 JFK Venture. With respect to the construction loan obtained by 3025 JFK Venture on July 23, 2021 which matures on July 22, 2025 (subject to a one-year extension option), the Company also provided a carry guarantee and limited payment guarantee up to 25% of the principal balance of the $186.7 million construction loan.
In accordance with the agreement with its partner in the 3151 Market Street Venture, which was formed in July 2022, the Company provided cost overrun and completion guaranties for the development of the project undertaken by this venture. The project was substantially completed in the fourth quarter of 2024. Development costs totaled approximately $316.9 million. As of March 31, 2025, the Company had funded approximately $210.6 million of the development costs, with the balance of the development costs funded by the Company’s partner in the venture. The original 2022 budget for this development contemplated receipt of third party secured financing for approximately 50% of the development costs and equity funding for the balance of the costs, with 65% of the balance to be funded by the Company and 35% of the balance to be funded by the partner. As of the date of this Form 10-Q, no such third party secured financing has been obtained and the partner funded $49.9 million in fulfillment of its total capital commitment. The venture continues to seek third party secured financing, with the aim of using proceeds from such financing to return to the Company approximately $52.1 million on account of the Company’s funding of development costs in excess of its initial capital commitment. There can be no assurance that financing will be obtained or that all or any portion of the proceeds of such financing will be used to fund a return of capital to the Company.
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.
The Company has agreed, pursuant to the leasehold mortgage loan to the New MAP Venture, to fund up to an additional $12.0 million for tenant and capital improvements pursuant to leases that the Company proposes, in its discretion, to enter into at the properties owned (through leasehold interests) by the New MAP Venture, which amounts, when funded, will accrue interest at 8.0% per annum. As of March 31, 2025, the Company has not funded any amounts on account of the foregoing commitment.
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, 2025, had $5.0 million of future fixed contractual obligations. The Company also committed to fund additional contributions under the program. As of March 31, 2025, the Company estimates that these additional contributions, which are not fixed under the terms of agreement, will be $2.0 million.
The Company has committed to contribute $15.0 million to a venture capital fund that invests in early-stage life science companies. As of March 31, 2025, the Company had funded $2.8 million of the foregoing commitment.
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.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Private Securities Litigation Reform Act of 1995 (the “1995 Act”) provides a “safe harbor” for forward-looking statements. This Form 10-Q and other materials filed by us with the SEC (as well as information included in oral or other written statements made by us) contain statements that are forward-looking, including statements relating to business and real estate development/redevelopment activities, acquisitions, dispositions, future capital expenditures, financing sources, governmental regulation (including environmental regulation) and competition. We intend such forward-looking statements to be covered by the safe-harbor provisions of the 1995 Act. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. As forward-looking statements, these statements involve important risks, uncertainties and other factors that could cause actual results to differ materially from the expected results and, accordingly, such results may differ from those expressed in any forward-looking statements made by us or on our behalf. Factors that might cause actual results to differ materially from our expectations, including any impacts from the imposition of tariffs and changes to the U.S. trade policy, are set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024. Accordingly, we caution readers not to place undue reliance on forward-looking statements. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events except as required by law.
The discussion that follows is based primarily on our consolidated financial statements as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024 and should be read along with the consolidated financial statements and related notes appearing elsewhere in this report. The ability to compare one period to another may be significantly affected by acquisitions completed, development/redevelopment properties placed in service and dispositions made during those periods.
OVERVIEW
During the three months ended March 31, 2025, we owned and managed properties within four segments: (1) Philadelphia CBD, (2) Pennsylvania Suburbs, (3) Austin, Texas, and (4) Other. The Philadelphia CBD segment includes properties located in the City of Philadelphia in 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, our corporate group is responsible for cash and investment management, development/redevelopment of certain properties during the construction period, and certain other general support functions.
Our financial condition and operating performance are dependent upon the demand for office, residential, life science, parking and retail space in our markets, our leasing results, our acquisition, disposition and development/redevelopment activity, our financing activity, our cash requirements and economic and market conditions, including prevailing interest rates.
We generate cash and revenue from leases of space at our Properties and, to a lesser extent, from the management and development/redevelopment of properties owned by third parties (primarily unconsolidated real estate ventures) and from investments in the unconsolidated real estate ventures. Factors that we evaluate when leasing space include rental rates, costs of tenant improvements, tenant creditworthiness, current and expected operating costs, the length of the lease term, vacancy levels and demand for space. We also generate cash through sales of assets, including assets that we do not view as core to our business plan, either because of location or expected growth potential, and assets that are commanding premium prices from third party investors.
Overall macroeconomic conditions, including but not limited to inflation and high interest rates and changes in work patterns, including remote working arrangements, that have contributed to negative lease absorption within our office markets, have had a dampening effect on the fundamentals of our business, as reflected in, among other metrics, our increased borrowing costs and lower occupancy as well as downward pressures on asset valuations. These adverse conditions could continue to impact our net income, cash flows and liquidity and could have a material adverse effect on our financial condition and results of operations.
Notwithstanding the challenging macroeconomic conditions, which have contributed to recent difficulties in asset dispositions at acceptable prices, leasing of vacant space at attractive rents and sourcing of capital for development projects at acceptable costs, as well as to impairments of assets, we believe that our portfolio or Properties and investments, and liquidity profile, will allow us to maintain stable operating performance. In our ongoing assessment of our Properties we consider both their quantitative and qualitative attributes, including in relation to other properties within a given submarket or adjacent submarkets that compete with our portfolio for tenants. The attributes that we consider in our assessment include the age and condition of the property, average asking rental rates, access to mass transit and highways, floorplate efficiencies, amenities within, and nearby, the property and availability of parking as well as market demographics such that bear on demand for space at our
portfolio. We also believe that our portfolio and liquidity profile will enable us to raise capital, as necessary, in various forms and from different sources, including through secured or unsecured loans from banks, pension funds and life insurance companies. However, there can be no assurance that we will be able to borrow funds on terms that are economically attractive or at all.
We continue to seek revenue growth throughout our portfolio by increasing occupancy and rental rates. Occupancy at our Core Properties at March 31, 2025 was 86.6% compared to 87.7% at March 31, 2024.
The table below summarizes selected operating and leasing statistics of our Core Properties for the three months ended March 31, 2025 and 2024:
Three Months Ended March 31,
2025
2024
Leasing Activity
Core Properties (1):
Total net rentable square feet owned
11,930,549
12,698,115
Occupancy percentage (end of period)
86.6
%
87.7
%
Average occupancy percentage
87.0
%
87.7
%
Total Portfolio(2):
Tenant retention rate (3)
55.4
%
67.3
%
New leases and expansions commenced (square feet)
94,934
129,325
Leases renewed (square feet)
231,725
163,595
Net (negative) absorption (square feet)
(146,458)
(48,938)
Percentage change in rental rates per square foot (4):
New and expansion rental rates
6.8
%
16.8
%
Renewal rental rates
9.3
%
16.9
%
Combined rental rates
8.9
%
16.9
%
Weighted average lease term for leases commenced (years)
4.4
7.4
Average annual rent (per square foot) (7) (8)
$
36.68
$
44.21
Capital Costs Committed (5, 6, 7):
Leasing commissions (per square foot)
$
3.83
$
11.55
Tenant improvements (per square foot)
$
11.08
$
36.19
Total capital per square foot per lease year
$
3.78
$
4.67
Average annualized capital as % of average annual rent (7) (8)
12.2
%
13.8
%
(1)Includes all wholly-owned operating properties. Does not include Properties under development/redevelopment, recently completed not-stabilized properties, or properties held for sale.
(2)Includes leasing at recently completed not-stabilized property. The statistics presented for periods ended prior to the three-month period ended March 31, 2025 have not been adjusted for properties sold subsequent to the periods presented.
(3)Calculated as a percentage of total net rentable square feet.
(4)Includes base rent plus reimbursement for operating expenses and real estate taxes.
(5)Calculated on a weighted average basis.
(6)The decreases for the three months ended March 31, 2025 are primarily due to leases having a lower average lease terms and a lower percentage of new leases compared to renewals.
(7)For comparison purposes, we exclude new leases of space when the previous lease of such space ended more than 12 months prior to the signing date for the new leases.
(8)Average annual rent represents total initial contractual rent under the applicable leases plus contractual fixed rent increases due under the applicable leases averaged over the total terms of the applicable leases.
Our actual leasing capital costs as a percentage of rents are largely a function of the composition of our leases to new tenants or renewals with existing tenants, in addition to size and timing of occupancy. We generally experience lower leasing costs in connection with the renewal of leases with existing tenants compared to leases with new tenants. Our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses), services and amenities, and the design and condition of the properties. As leases at our properties expire, we face competition to renew or re-let space in light of the competing properties within the applicable markets. As a result, and as part of customary lease negotiations, we are often required to provide rent concessions or abatements, incur charges for tenant improvements and other inducements, including early termination rights or potential below market renewal options, all of which impact, in varying degrees, annualized rents.
The table below summarizes occupancy statistics of our Core Properties by segment for the three months ended March 31, 2025 and 2024:
Three Months Ended March 31,
% Occupied
% Occupied
2025
2024
Philadelphia CBD
93.2
%
94.8
%
Pennsylvania Suburbs
87.9
%
86.4
%
Austin, Texas
74.5
%
80.3
%
Other
80.4
%
81.0
%
Total - Core Properties
86.6
%
87.7
%
The table below summarizes the occupancy statistics of our Properties, broken down by property types for the three months ended March 31, 2025 and 2024:
Three Months Ended March 31,
Three Months Ended March 31,
% Net Operating Income (4)
% Net Operating Income (4)
% Occupied
% Occupied
2025
2024
2025
2024
Office
91.6
%
91.7
%
88.3
%
89.2
%
Life Science (1)
5.7
%
5.5
%
81.3
%
84.6
%
Residential (2)
2.7
%
2.8
%
82.9
%
82.3
%
Total (3)
100.0
%
100.0
%
87.8
%
89.1
%
(1)Represents Philadelphia portfolio assets located at 3000 Market Street and 3025 Market Street in Philadelphia, Pennsylvania, dedicated life science floors at Cira Centre in Philadelphia, Pennsylvania and 250 King of Prussia Road in Radnor, Pennsylvania.
(2)Represents our residential operation at 2929 Walnut Street in Philadelphia, Pennsylvania.
(3)Does not include Properties under development/redevelopment.
(4)See Note 14“Segment Information,” to our Consolidated Financial Statements for the definition of Net Operating Income.
In seeking to increase revenue through our operating, financing and investment activities, we also seek to minimize operating risks, including (i) tenant rollover risk, (ii) tenant credit risk and (iii) development risk.
We have compared our weighted-average in-place rental rates to our leases signed in 2025 and our current market leasing assumptions, and while the actual results will be dependent on the leases expiring in any particular period, we believe the current portfolio should generate positive rental rate increases for the remainder of fiscal 2025.
Tenant Rollover Risk
We are subject to the risk that tenant leases, upon expiration, will not be renewed, that space may not be relet, or that the terms of renewal or reletting (including the cost of renovations) may be less favorable to us than the current lease terms. Leases that accounted for approximately 2.6% of our total square footage as of March 31, 2025 (representing approximately 3.1% of the occupied rentable square feet of the properties) are scheduled to expire without penalty during the remainder of 2025. We maintain an active dialogue with our tenants in an effort to maximize lease renewals. If we are unable to renew leases or relet space under expiring leases, at anticipated rental rates, or if our tenants terminate their leases early, our cash flow would be adversely impacted.
Tenant Credit Risk
In the event of a tenant default, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment. Our management evaluates our accrued rent receivable reserve policy in light of our tenant base and general and local economic conditions. Our accrued rent receivable allowance was $0.9 million or 0.5% of our accrued rent receivable balance as of March 31, 2025, compared to $0.9 million or 0.5% of our accrued rent receivable balance as of December 31, 2024.
If economic conditions deteriorate, including as a result of inflation and rising interest rates, we may experience increases in past due accounts, defaults, lower occupancy and reduced effective rents. These conditions would negatively affect our future net income and cash flows and could have a material adverse effect on our financial condition.
Development and Redevelopment projects are subject to a variety of risks, including construction delays, construction cost overruns, building moratoriums, inability to obtain financing on favorable terms, inability to lease space at projected rates, inability to enter into construction, development, redevelopment and other agreements on favorable terms, and unexpected environmental and other hazards.
As of March 31, 2025, the following unconsolidated real estate venture development projects remain in development(dollars, in thousands):
Property/Portfolio Name
Location
Substantial Completion Date
Approximate Square Footage
Estimated Costs
Amount Funded
Debt Financing
Our Share Remaining to be Funded
3025 JFK Boulevard (66%)
Philadelphia, PA
Q4 2023
(a)
$
320,111
$
293,281
$
186,727
$
20,111
3151 Market Street (76%)
Philadelphia, PA
Q4 2024
441,000
$
316,909
$
210,602
(b)
(b)
One Uptown - Office (62%)
Austin, TX
Q1 2024
362,679
$
201,616
$
154,050
$
121,650
$
—
One Uptown - Multifamily (50%)
Austin, TX
Q3 2024
341 Units
$
144,029
$
132,478
$
85,000
$
—
(a)Mixed used building with 428,000 rentable square feet consisting of 200,000 square feet of life science/innovation office, 219,000 square feet of residential (326 units), and 9,000 square feet of retail. Projected residential stabilization is Q2 2025. Projected commercial stabilization is Q1 2026.
(b)The development budget contemplated receipt of a financing of approximately $158.5 million, reflecting a 50% loan to value ratio and, as of the date of this Form 10-Q, no financing has been obtained and there can be no assurance that a loan will be obtained.
As of the date of this Form 10-Q, the 3151 Market Street Venture has not secured financing. Under the partnership agreement with our partner in this real estate venture, after our partner has funded the remaining balance of its capital commitment, as shown in the table above, then, until financing has been obtained, we will be obligated to fund the balance of construction costs incurred in the project development.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Certain accounting policies are considered to be critical accounting policies, as they require management to make assumptions about matters that are highly uncertain at the time the estimate is made and changes in accounting estimate are reasonably likely to occur from period to period. Management bases its estimates and assumptions on historical experience and current economic conditions.
Our Annual Report on Form 10-K for the year ended December 31, 2024 contains a discussion of our critical accounting policies. There have been no significant changes in our critical accounting policies since December 31, 2024.
The following discussion is based on our consolidated financial statements for the three months ended March 31, 2025 and 2024. We believe that presentation of our consolidated financial information, without a breakdown by segment, will effectively present important information useful to our investors.
NOI as presented in the comparative analysis below is a non-GAAP financial measure defined as total revenue less property operating expenses, real estate taxes and third party management expenses. Property operating expenses that are included in determining NOI consist of costs that are necessary and allocable to our operating properties such as utilities, property-level salaries, repairs and maintenance, property insurance, 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 is a non-GAAP financial measure that we use internally to evaluate the operating performance of our real estate assets by segment, as presented in Note 14“Segment Information,” to our consolidated financial statements, and of our business as a whole. We believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. While NOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance. NOI does not reflect interest expenses, real estate impairment losses, depreciation and amortization costs, capital expenditures and leasing costs. We believe that net income, as defined by GAAP, is the most appropriate earnings measure. See Note 14“Segment Information,” to our Consolidated Financial Statements for a reconciliation of NOI to our consolidated net income as defined by GAAP.
Comparison of the Three Months Ended March 31, 2025 and March 31, 2024
The following comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024 makes reference to the effect of the following:
(a)“Same Store Property Portfolio,” which represents 62 properties containing an aggregate of approximately 11.8 million net rentable square feet, and represents properties that we owned and consolidated for the three-month periods ended March 31, 2025 and 2024. The Same Store Property Portfolio includes properties acquired or placed in service on or prior to January 1, 2024 and owned and consolidated through March 31, 2025, excluding properties classified as held for sale;
(b)“Total Portfolio,” which represents all properties owned and consolidated by us during the three months ended March 31, 2025 and 2024;
(c)“Recently Completed/Acquired Properties,” which represents two properties placed into service or acquired on or subsequent to January 1, 2024;
(d)“Development/Redevelopment Properties,” which represents zero properties currently in development/redevelopment. A property is excluded from our Same Store Property Portfolio and moved into Development/Redevelopment Properties in the period that we determine to proceed with development/redevelopment for a future development strategy; and
(e)“Q1 2024 through Q1 2025 Dispositions,” which represents seven properties disposed of from January 1, 2024 through March 31, 2025.
Comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024
Same Store Property Portfolio
Recently Completed/Acquired Properties
Development/Redevelopment Properties
Other (Eliminations) (a)
Total Portfolio
(dollars and square feet in millions except per share amounts)
2025
2024
$ Change
% Change
2025
2024
2025
2024
2025
2024
2025
2024
$ Change
% Change
Revenue:
Rents
$
107.6
$
106.9
$
0.7
0.7
%
$
4.1
$
1.7
$
—
$
—
$
2.7
$
10.4
$
114.4
$
119.0
$
(4.6)
(3.9)
%
Third party management fees, labor reimbursement and leasing
—
—
—
—
%
—
—
—
—
5.8
5.9
5.8
5.9
(0.1)
(1.7)
%
Other
0.3
0.3
—
—
%
—
—
—
—
1.0
1.3
1.3
1.6
(0.3)
(18.8)
%
Total revenue
107.9
107.2
0.7
0.7
%
4.1
1.7
—
—
9.5
17.6
121.5
126.5
(5.0)
(4.0)
%
Property operating expenses
29.8
28.0
1.8
6.4
%
0.8
0.4
—
—
2.9
3.9
33.5
32.3
1.2
3.7
%
Real estate taxes
10.9
11.2
(0.3)
(2.7)
%
0.1
0.1
—
—
0.4
1.3
11.4
12.6
(1.2)
(9.5)
%
Third party management expenses
—
—
—
—
%
—
—
—
—
2.6
2.5
2.6
2.5
0.1
4.0
%
Net operating income
67.2
68.0
(0.8)
(1.2)
%
3.2
1.2
—
—
3.6
9.9
74.0
79.1
(5.1)
(6.4)
%
Depreciation and amortization
37.7
37.0
0.7
1.9
%
2.1
1.5
—
—
4.6
6.5
44.4
45.0
(0.6)
(1.3)
%
General & administrative expenses
—
—
—
—
%
—
—
—
—
17.5
11.1
17.5
11.1
6.4
57.7
%
Net gain on disposition of real estate
(3.1)
—
(3.1)
—
%
Operating income (loss)
$
29.5
$
31.0
$
(1.5)
(4.8)
%
$
1.1
$
(0.3)
$
—
$
—
$
(18.5)
$
(7.7)
$
15.2
$
23.0
$
(7.8)
(33.9)
%
Number of properties
62
62
2
—
64
Square feet
11.8
11.8
0.3
—
12.1
Same Store Occupancy % (b)
86.0
%
86.0
%
Other Income (Expense):
Interest and investment income
1.2
0.4
0.8
200.0
%
Interest expense
(31.9)
(25.1)
(6.8)
27.1
%
Interest expense — Deferred financing costs
(1.2)
(1.1)
(0.1)
9.1
%
Equity in loss of unconsolidated real estate ventures
(10.5)
(13.6)
3.1
(22.8)
%
Net gain on real estate venture transactions
0.1
—
0.1
—
%
Net loss
$
(27.1)
$
(16.4)
$
(10.7)
65.2
%
Net loss attributable to Common Shareholders of Brandywine Realty Trust
$
(0.16)
$
(0.10)
$
(0.06)
60.0
%
(a)Represents certain revenues and expenses at the corporate level as well as various intercompany costs that are eliminated in consolidation, third-party management fees, provisions for impairment, and changes in the accrued rent receivable allowance. Other(Eliminations) also includes properties sold and properties classified as held for sale.
Rents decreased primarily as a result of the following:
•$3.4 million decrease due to the sale of five Class B office properties in the Plymouth Meeting Executive Center in Plymouth Meeting, PA in the third quarter of 2024;
•$3.2 million decrease due to the sale of One and Two Barton Skyway, Austin, TX in the fourth quarter of 2024; and
•$1.8 million increase related to our Recently Completed/Acquired Property, 155 King of Prussia Road, Radnor, PA.
General & administrative expenses
General & administrative expenses increased due to higher stock compensation expenses recognized in the first quarter of 2025 compared to 2024.
Net gain on disposition of real estate
During first quarter of 2025, the Company recognized a gain of $3.1 million from installment proceeds received from the buyer of a property, located in Philadelphia, Pennsylvania, that the Company sold in March 2017. In March 2017, the Company sold the property for a gross sales price of $21.4 million. At the settlement, the Company received a partial payment of $12.0 million and recognized a corresponding gain on sale of $6.5 million. The remainder of the payment of $9.4 million was deferred and was initially contingent upon termination or expiration of a lease at the property with an existing tenant. In 2024, the deferred contingent payment obligation was changed to a fixed payment obligation, and the $6.3 million remaining deferred payment, together with interest thereon at 11% per annum, is due in February 2026 and will be recognized as a gain if and when cash is received.
Interest Expense
Interest expense increased primarily due to our issuance of $400 million aggregate principal amount of our 8.875% Guaranteed Notes due 2029 (the “2029 Notes”) in April 2024, partially offset by the redemption of our 4.10% Guaranteed Notes due 2024. Additionally, during the second quarter of 2024, Moody's downgraded our senior unsecured credit rating from Ba1 to Ba2. As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.30% in April 2024 due to the coupon adjustment provisions within the 2028 Notes.
Our principal liquidity funding needs for the next twelve months are as follows:
•normal recurring expenses;
•capital expenditures, including capital and tenant improvements and leasing costs;
•debt service and principal repayment obligations;
•current development and redevelopment costs;
•commitments to unconsolidated real estate ventures and investment vehicles;
•distributions to shareholders to maintain our REIT status;
•possible acquisitions of properties, either directly or indirectly through the acquisition of equity interest therein; and
•possible common share repurchases.
We expect to satisfy these needs using one or more of the following:
•cash flows from operations;
•distributions of cash from our unconsolidated real estate ventures;
•cash and cash equivalent balances;
•availability under our Unsecured Credit Facility;
•secured construction loans and long-term unsecured indebtedness;
•sales of real estate or contributions of interests in real estate to joint ventures; and
•issuances of Parent Company equity securities and/or units of the Operating Partnership.
As of March 31, 2025, the Parent Company owned a 99.7% interest in the Operating Partnership. The remaining interest of approximately 0.3% pertains to common limited partnership interests owned by non-affiliated investors who contributed property to the Operating Partnership in exchange for their interests. As the sole general partner of the Operating Partnership, the Parent Company has full and complete responsibility for the Operating Partnership’s day-to-day operations and management. The Parent Company’s source of funding for its dividend payments and other obligations is the distributions it receives from the Operating Partnership.
As summarized above, we believe that our liquidity needs will be satisfied through available cash balances and cash flows from operations, financing activities and real estate sales. Rental revenue and other income from operations are our principal sources of cash to pay operating expenses, debt service, recurring capital expenditures and the minimum distributions required to maintain our REIT qualification. We seek to increase cash flows from our properties by maintaining quality standards for our properties that promote high occupancy rates and permit increases in rental rates while reducing tenant turnover and controlling operating expenses. Our revenue also includes third-party fees generated by our property management, leasing, development/redevelopment and construction businesses. We believe that our revenue, together with proceeds from property sales and debt financings, will continue to provide funds for our short-term liquidity needs. However, material changes in our operating or financing activities may adversely affect our net cash flows. With uncertain economic conditions, vacancy rates may increase, rental rates on new and renewed leases may decrease and tenant installation costs, including concessions, may increase in most or all of our markets during the remainder of 2025 and possibly beyond. As a result, our revenues and cash flows could be insufficient to cover operating expenses, including increased tenant installation costs, pay debt service or make distributions to shareholders over the short-term. If this situation were to occur, we expect that we would finance cash deficits through borrowings under our unsecured credit facility and other sources of debt and equity financings. In addition, a material adverse change in cash provided by operations could adversely affect our compliance with financial performance covenants under our unsecured credit facility, including unsecured term loans and unsecured notes. As of March 31, 2025 we were in compliance with all of our debt covenants and requirement obligations.
On April 12, 2024, we completed an underwritten offering of $400.0 million aggregate principal amount of the 2029 Notes. The 2029 Notes were priced at approximately 99.51% of their face amount. We received approximately $391.8 million of net proceeds after the deduction for underwriting discounts and offering expenses.
The 2028 Notes include an interest rate adjustment provision whereby the interest rate payable on the 2028 Notes is subject to a 25 basis point adjustment if either Moody's Investors Services Inc, and its successors ("Moody's"), or S&P Global Ratings, and its successors ("S&P") downgrades (or subsequently upgrades) its rating assigned to the 2028 Notes. 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 the 2028 Notes increased 25 basis points to 7.80% in September 2023. In January 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. During the second quarter of 2024, Moody's downgraded our senior unsecured credit rating from Ba1 to Ba2. As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.30% in April 2024 due to the coupon adjustment provisions within the 2028 Notes.
Our ability to incur additional debt is dependent upon a number of factors, including our credit ratings, the value of our unencumbered assets, our degree of leverage and borrowing restrictions imposed by our lenders. If one or more rating agencies were to downgrade our unsecured credit rating, our access to the unsecured debt market would be more limited and the interest rate under our unsecured credit facility and unsecured term loan would increase.
As of March 31, 2025, our senior unsecured credit ratings and outlook were as follows:
Moody's
S&P
Long-term debt
Ba2
BB+
Outlook
Stable
Stable
If our credit ratings are lowered further, our ability to access the public debt markets, our costs of funds, and other terms for new debt issuances could be adversely impacted. Each of the credit ratings agencies reviews its ratings periodically and there is no guarantee our current credit ratings will remain the same.
The Parent Company unconditionally guarantees the Operating Partnership’s unsecured debt obligations, which, as of March 31, 2025, amounted to $1,943.6 million. The Operating Partnership’s secured debt obligations as of March 31, 2025, amounted to $283.4 million
Capital Markets
The Parent Company issues equity from time to time, the proceeds of which it contributes to the Operating Partnership in exchange for additional interests in the Operating Partnership, and guarantees debt obligations of the Operating Partnership. The Parent Company’s ability to sell common shares and preferred shares is dependent on, among other things, general market conditions for REITs, market perceptions about the Company as a whole and the current trading price of the Parent Company’s shares. The Parent Company maintains a shelf registration statement that covers the offering and sale of common shares, preferred shares, depositary shares, warrants and unsecured debt securities. Subject to our ongoing compliance with securities laws, and if warranted by market conditions, we may offer and sell equity and debt securities from time to time under the shelf registration statement or in transactions exempt from registration.
See Note 11“Beneficiaries' Equity of the Parent Company,” to our Consolidated Financial Statements for further information related to our share repurchase program. We expect to fund any additional share repurchases with a combination of available cash balances and availability under our unsecured credit facility. The timing and amounts of any repurchases will depend on a variety of factors, including market conditions, regulatory requirements, share prices, capital availability and other factors as determined by our management team. The repurchase program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time without notice.
Liquidity
As of March 31, 2025, we had $29.4 million of cash and cash equivalents and $495.8 million of available borrowings under our unsecured credit facility, net of $39.2 million in letters of credit outstanding. Based on the foregoing, as well as cash flows from operations net of dividend requirements, we believe we have sufficient capital to fund our remaining capital requirements on existing development and redevelopment projects and pursue additional attractive investment opportunities. We expect that our primary uses of capital during the remainder of 2025 will be to fund our current development and redevelopment projects.
Cash Flows
The following discussion of our cash flows is based on the consolidated statement of cash flows and is not meant to be a comprehensive discussion of the changes in our cash flows for the periods presented.
As of March 31, 2025 and December 31, 2024, we maintained cash and cash equivalents and restricted cash of $31.5 million and $96.2 million, respectively. We report and analyze our cash flows based on operating activities, investing activities, and financing activities. The following table summarizes changes in our cash flows (in thousands):
Our principal source of cash flows is from the leasing of space at of our Properties. Our Properties provide a relatively consistent stream of cash flows that provides us with the resources to fund operating expenses, debt service and quarterly dividends.
Cash is used in investing activities to fund acquisitions, development, or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that we expect will enable us to take advantage of our development/redevelopment, leasing, financing, and property management skills and invest in existing buildings that meet our investment criteria for additional capital. During the three months ended March 31, 2025, when compared to the three months ended March 31, 2024, the change in investing cash flows was due to the following activities (in thousands):
(Decrease) Increase
Capital expenditures and capitalized interest
(5,490)
Capital improvements/acquisition deposits/leasing costs
742
Unconsolidated real estate venture investments
19,314
Capital distributions from unconsolidated real estate ventures
(3,889)
Increase in net cash used in investing activities
$
10,677
We generally fund our investment activity through the sale of real estate, property-level financing, unsecured and secured credit facilities, senior unsecured notes, and construction loans. From time to time, we may issue common or preferred shares of beneficial interest, or the Operating Partnership may issue common or preferred units of limited partnership interest. During the three months ended March 31, 2025, when compared to the three months ended March 31, 2024, the change in financing cash flows was due to the following activities (in thousands):
The table below summarizes our secured and unsecured debt at March 31, 2025 and December 31, 2024:
March 31, 2025
December 31, 2024
(dollars in thousands)
Balance: (a)
Fixed rate
$
2,136,610
$
2,123,610
Variable rate - unhedged
103,373
102,734
Total
$
2,239,983
$
2,226,344
Percent of Total Debt:
Fixed rate
95.4
%
95.4
%
Variable rate - unhedged
4.6
%
4.6
%
Total
100.0
%
100.0
%
Weighted-average interest rate at period end:
Fixed rate
6.2
%
6.2
%
Variable rate - unhedged
6.2
%
6.5
%
Total
6.2
%
6.2
%
Weighted-average maturity in years:
Fixed rate
3.6
3.8
Variable rate - unhedged
2.0
0.6
Total
3.5
3.7
(a)Consists of unpaid principal and does not reflect premium/discount or deferred financing costs.
Scheduled principal payments and related weighted average annual effective interest rates for our debt as of March 31, 2025, were as follows (dollars in thousands):
Period
Principal maturities
Weighted Average Interest Rate of Maturing Debt
2025 (nine months remaining)
$
—
—
%
2026
38,373
6.8
%
2027
765,000
4.6
%
2028
595,000
7.4
%
2029
750,000
6.8
%
Thereafter
78,610
5.2
%
Totals
$
2,226,983
6.2
%
Unsecured Debt
The Operating Partnership is the issuer of our unsecured notes which are fully and unconditionally guaranteed by the Parent Company. The indenture under which the Operating Partnership issued its unsecured notes contains financial covenants, including: (i) a leverage ratio not to exceed 60%; (ii) a secured debt leverage ratio not to exceed 40%; (iii) a debt service coverage ratio of greater than 1.5 to 1.0; and (iv) an unencumbered asset value of not less than 150% of unsecured debt. The Operating Partnership is in compliance with all covenants as of March 31, 2025.
The charter documents of the Parent Company and Operating Partnership do not limit the amount or form of indebtedness that the Operating Partnership may incur, and its policies on debt incurrence are solely within the discretion of the Parent Company’s Board of Trustees, subject to the financial covenants in the credit agreement for our Unsecured Credit Facility, the indenture for our unsecured notes and in our other credit agreements.
Equity
In order to maintain its qualification as a REIT, the Parent Company is required to, among other things, pay dividends to its shareholders of at least 90% of its REIT taxable income. See Note 11“Beneficiaries' Equity of the Parent Company,” to our Consolidated Financial Statements for further information related to our dividends declared for the first quarter of 2025.
Substantially all our leases are structured as base year or triple net leases which provide for reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements on a per square-foot basis, or in some cases, annual reimbursement of operating expenses above certain per square-foot allowances. In addition, as of March 31, 2025, approximately 96% of our leases (as a percentage of the aggregate net rentable square feet of our wholly-owned portfolio) contain annual rent escalations that are either fixed (generally ranging from 2.0% to 3.0% per lease year) or indexed based on a consumer price index or other indices. We believe such lease provisions mitigate adverse impacts of inflation on our earnings from real estate operations. However, recent inflation and higher interest rates have caused an increase in our borrowing costs, including on our variable rate debt, and on our operating expenses that are not subject to the lease pass-through provisions.
We have experienced increased inflation in our Same Store Property Portfolio, as our operating margins decreased to 61.9% for the three months ended March 31, 2025 from 63.5% for the three months ended March 31, 2024. The expense reimbursement provisions in our leases resulted in Same Store Property Portfolio operating expense recovery rates of 53.0% and 52.9% for the three months ended March 31, 2025 and 2024, respectively.
Other Contractual Obligations
We provide customary guarantees for certain development projects of our unconsolidated real estate ventures. See Note 15 “Commitments and Contingencies,” to our Consolidated Financial Statement for further details on payment guarantees provided on behalf of our real estate ventures and refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of our contractual obligations.
Funds from Operations (“FFO”)
Pursuant to the revised definition of FFO adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), we calculate FFO by adjusting net income/(loss) attributable to common unit holders (computed in accordance with GAAP) for gains (or losses) from sales of properties, impairment losses on depreciable consolidated real estate, impairment losses on investments in unconsolidated real estate ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated real estate ventures, real estate related depreciation and amortization, and after similar adjustments for unconsolidated real estate ventures. Our calculation of FFO includes gains from sale of undepreciated real estate and other assets, considered incidental to our main business, to third parties or unconsolidated real estate ventures. FFO is a non-GAAP financial measure. We believe that the use of FFO combined with the required GAAP presentations, has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REITs’ operating results more meaningful. We consider FFO to be a useful measure for reviewing comparative operating and financial performance because, by excluding property impairments, gains or losses related to sales of previously depreciated operating real estate assets and real estate depreciation and amortization, FFO can help the investing public compare the operating performance of a company’s real estate between periods or as compared to other companies. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.
We consider net income, as defined by GAAP, to be the most comparable earnings measure to FFO. While FFO and FFO per unit are relevant and widely used measures of operating performance of REITs, FFO does not represent cash flow from operations or net income as defined by GAAP and should not be considered as alternatives to those measures in evaluating our liquidity or operating performance. We believe that to further understand our performance, FFO should be compared with our reported net income/(loss) attributable to common unit holders and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements.
The following table presents a reconciliation of net income attributable to common shares and common unitholders to FFO for the three months ended March 31, 2025 and 2024:
Three Months Ended March 31,
2025
2024
(amounts in thousands, except share information)
Net loss attributable to common unitholders
$
(27,485)
$
(16,753)
Add (deduct):
Amount allocated to unvested restricted unitholders
429
336
Net loss on real estate venture transactions
106
29
Net gain on disposition of real estate
(3,059)
—
Depreciation and amortization:
Real property
38,729
39,117
Leasing costs including acquired intangibles
4,815
5,019
Company’s share of unconsolidated real estate ventures
11,436
13,852
Partners’ share of consolidated real estate ventures
(3)
—
Funds from operations
$
24,968
$
41,600
Funds from operations allocable to unvested restricted shareholders
(305)
(419)
Funds from operations available to common share and unit holders (FFO)
(a)Includes common shares and partnership units outstanding through the three months ended March 31, 2025 and 2024, respectively.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the exposure to loss resulting from changes in interest rates, commodity prices and equity prices. In pursuing our business plan, the primary market risk to which we are exposed is interest rate risk. Changes in the general level of interest rates prevailing in the financial markets may affect the spread between our yield on invested assets and cost of funds and, in turn, our ability to make distributions or payments to our shareholders. While we have not experienced any significant credit losses, in the event of a significant rising interest rate environment and/or continued economic slowdown, defaults could increase and result in losses to us which would adversely affect our operating results and liquidity.
Interest Rate Risk and Sensitivity Analysis
The analysis below presents the sensitivity of the market value of the Operating Partnership’s financial instruments to selected changes in market rates. The range of changes chosen reflects its view of changes which are reasonably possible over a one-year period. Market values are the present value of projected future cash flows based on the market rates chosen.
Our financial instruments consist of both fixed and variable rate debt. As of March 31, 2025, our consolidated debt consisted of (i) unsecured notes with an outstanding principal balance of $1,550.0 million, all of which are fixed rate borrowings, (ii) variable rate debt consisting of trust preferred securities that have been swapped to fixed rates with an outstanding principal balance of $78.6 million, (iii) a $600.0 million revolving credit facility with an outstanding principal balance of $65.0 million , (iv) a secured fixed rate term loan with an outstanding principal balance of $245.0 million , (v) a variable rate construction loan with an outstanding balance of $38.4 million, and (vi) one unsecured term loan of $250.0 million. The $250.0 million unsecured term loan has been swapped to a fixed rate. All financial instruments were entered into for other than trading purposes and the net market value of these financial instruments is referred to as the net financial position. Changes in interest rates have different impacts on the fixed and variable rate portions of our debt portfolio. A change in interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows. A change in interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.
If market rates of interest increase by 100 basis points, the fair value of our outstanding secured fixed rate debt would increase by approximately $6.2 million. If market rates of interest decrease by 100 basis points, the fair value of our outstanding secured fixed rate debt would decrease by approximately $6.4 million.
As of March 31, 2025, based on prevailing interest rates and credit spreads, the fair value of our unsecured notes was $1,524.7 million. For sensitivity purposes, a 100-basis point change in the third party pricing equates to a change in the total fair value of our debt of approximately $15.5 million at March 31, 2025.
From time to time or as the need arises, we use derivative instruments to manage interest rate risk exposures and not for speculative or trading purposes. The total outstanding principal balance of our variable rate debt was approximately $432.0 million as of March 31, 2025. The total fair value of our variable rate debt was approximately $407.8 million at March 31, 2025. For sensitivity purposes, if market rates of interest increase by 100 basis points the fair value of our variable rate debt would decrease by approximately $11.2 million at March 31, 2025. If market rates of interest decrease by 100 basis points the fair value of our outstanding variable rate debt would increase by approximately $11.8 million at March 31, 2025.
These amounts were determined solely by considering the impact of hypothetical interest rates on our financial instruments. Due to the uncertainty of specific actions we may undertake to minimize possible effects of market interest rate increases, this analysis assumes no changes in our financial structure.
(a)Evaluation of disclosure controls and procedures. Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this quarterly report. Based on this evaluation, the Parent Company’s principal executive officer and principal financial officer have concluded that the Parent Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.
(b)Changes in internal control over financial reporting. There was no change in the Parent Company’s internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the Parent Company’s internal control over financial reporting.
Controls and Procedures (Operating Partnership)
(a)Evaluation of disclosure controls and procedures. Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of the end of the period covered by this quarterly report. Based on this evaluation, the Operating Partnership’s principal executive officer and principal financial officer have concluded that the Operating Partnership’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.
(b)Changes in internal control over financial reporting. There was no change in the Operating Partnership’s internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
As of March 31, 2025, there have been no material changes to the Risk Factors disclosed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)None.
(b)Not applicable.
(c)There were no common share repurchases under the Parent Company’s share repurchase program during the fiscal quarter ended March 31, 2025. As of March 31, 2025, $82.9 million remained available for repurchases under the share repurchase program.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2025, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1
trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
The following materials from the combined Quarterly Reports on Form 10-Q of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the quarter ended March 31, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith.
104
Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
** Management contract or compensatory plan or arrangement.
Exhibits 32.1, 32.2, 32.3 and 32.4 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall any of such exhibits be deemed to be incorporated by reference in any filing of Brandywine Realty Trust or Brandywine Operating Partnership, L.P. under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BRANDYWINE REALTY TRUST (Registrant)
Date:
April 29, 2025
By:
/s/ Gerard H. Sweeney
Gerard H. Sweeney, President and Chief Executive Officer
(Principal Executive Officer)
Date:
April 29, 2025
By:
/s/ Thomas E. Wirth
Thomas E. Wirth, Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BRANDYWINE OPERATING PARTNERSHIP, L.P. (Registrant) BRANDYWINE REALTY TRUST, as general partner
Date:
April 29, 2025
By:
/s/ Gerard H. Sweeney
Gerard H. Sweeney, President and Chief Executive Officer
(Principal Executive Officer)
Date:
April 29, 2025
By:
/s/ Thomas E. Wirth
Thomas E. Wirth, Executive Vice President and Chief Financial Officer
