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BRANDYWINE REALTY TRUST

For the period ended Mar 31, 2025. Filed Apr 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed Apr 30, 2025

BDN$3.24+2.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-04.

0000790816-24-000050

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-04-30.

0000790816-25-000020

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 171 previous paragraphs and 124 current paragraphs.

82 unchanged; 36 reworded; 6 added; 43 removed; 10 previous and 0 current paragraphs rearranged.

Tables are not compared: 14 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

•$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;

Current report

General & administrative expenses increased due to higher stock compensation expenses recognized in the first quarter of 2025 compared to 2024.

Current report

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.
Removed paragraphs (43)

Previous report

As of September 30, 2024, the following development project, within our consolidated portfolio, remains under construction in progress (dollars, in thousands):

Previous report

(a)The Company has fully funded its $30.0 million equity commitment, and the balance of the construction costs are expected to be funded through advances under the construction loan.

Previous report

In addition to the property listed above, we have classified one parking facility in Philadelphia, Pennsylvania as redevelopment.

Previous report

(c)Held for use impairment charges are excluded from Same Store Property Portfolio operating income and presented in Other (Eliminations).

Previous report

•$0.5 million decrease due to the early termination of a single tenant occupant at a property in Austin, TX;

Previous report

•$2.3 million decrease due to net changes in leasing activity within the remainder of the portfolio.

Previous report

Other revenue includes $6.5 million of insurance proceeds in connection with the resolution of a legal dispute that was settled during the third quarter of 2024.

Previous report

Depreciation and Amortization decreased primarily as a result of the following:

Previous report

•$2.3 million decrease related to accelerated depreciation on tenant improvements due to the early termination of a single tenant occupant at a property in our Austin, Texas segment in 2023;

Previous report

•$1.5 million decrease related to the reduction in the cost basis of assets as a result of the provision for impairment recorded ontwo properties in the Metropolitan Washington, D.C. area within our Other segment and five office properties located in our Pennsylvania Suburbs segment in 2023; and

Previous report

•$0.4 million decrease related to the sales of three properties in 2023.

Previous report

During the third quarter of 2024, we recognized a provision for impairment of$34.1 million on three properties, two of which are located in the Austin, Texas segment and one which is in the Other segment. We also recognized aprovision for impairment of $3.9 million on two disposition transactions during the third quarter of 2024. See Note 3“Real Estate Investments,” for further information.

Previous report

Equity in loss of real estate ventures increased primarily due to the Company's recognition of an impairment charge on the properties in the Commerce Square Venture. Additionally, the Company recognized an other than temporary impairment loss on its investment in the 4040 Wilson Venture which was offset by the income at the Mid-Atlantic Office Venture.

Previous report

Comparison of the Nine Months Ended September 30, 2024 and September 30, 2023

Previous report

Comparison of the nine months ended September 30, 2024 to the nine months ended September 30, 2023

Previous report

(c)Held for use impairment charges are excluded from Same Store Property Portfolio operating income and presented in Other (Eliminations).

Previous report

•$6.4 million decrease due to the sales of 8521 Leesburg Pike, Vienna, VA in the fourth quarter of 2023, Three Barton Skyway, Austin, TX in the third quarter of 2023 and 200 North Radnor Chester Road, Radnor, PA in the fourth quarter of 2023;

Previous report

•$2.5 million decrease due to the early termination of a single tenant occupant at a property in Austin, TX;

Previous report

•$6.4 million increase related to our Recently Completed/Acquired Properties, which are comprised of 2430 Dulles Corner, Herndon, VA and 250 King of Prussia Road, Radnor, PA; and

Previous report

•$3.2 million decrease due to net changes in leasing activity within the remainder of the portfolio.

Previous report

Other revenue includes $6.5 million of insurance proceeds in connection with the resolution of a legal dispute that was settled during the third quarter of 2024.

Previous report

Depreciation and amortization expense decreased primarilyas a result of the following:

Previous report

•$4.0 million decrease related to accelerated depreciation on tenant improvements due to the early termination of a single tenant occupant at a property in our Austin, Texas segment in 2023;

Previous report

•$4.4 million decrease related to the reduction in the cost basis of assets as a result of the provision for impairment recorded ontwo properties in the Metropolitan Washington, D.C. area within our Other segment and five office properties located in our Pennsylvania Suburbs segment in 2023;

Previous report

•$2.7 million decrease related to the sales of three properties in 2023; and

Previous report

•Partially offset by a $3.2 million increase related to two properties which were placed in service in the second half of 2023.

Previous report

During the second quarter of 2024, we recognized a provision for impairment of $6.4 million on office properties located in our Austin, Texas segment. During the third quarter of 2024, we recognized a provision for impairment of$34.1 million on three properties, two located in the Austin, Texas segment and one in the Other segment. We also recognized aprovision for impairment of $3.9 million on two disposition transactions during the third quarter of 2024. See Note 3 “Real Estate Investments,” for further information.

Previous report

Equity in loss of real estate ventures increased primarily due to the Company's recognition of an impairment charge on the properties in the Commerce Square Venture. See Note 4“Investment in Unconsolidated Real Estate Ventures,” for further information. Additionally, the increased losses from our unconsolidated real estate ventures are due to higher interest rates on the ventures’ outstanding indebtedness.

Showing the first 40 of 43 passages. Open the source sections for the rest.

Reworded paragraphs (36)

Previous wording

The Private Securities Litigation Reform Act of 1995 (the “1995 Act”) provides a “safe harbor” for forward-looking statements. This Quarterly Report on 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 are set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023 and in Part II, Item 1A of our Quarterly Report on From 10-Q for the quarter ended June 30, 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.

Current wording

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.

Previous wording

The discussion that follows is based primarily on our consolidated financial statements as of September 30, 2024 and December 31, 2023 and for the three and nine months ended September 30, 2024 and 2023 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.

Current wording

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.

Previous wording

During the nine months ended September 30, 2024, 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.

Current wording

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.

Previous wording

We continue to seek revenue growth throughout our portfolio by increasing occupancy and rental rates. Occupancy at our Core Properties at September 30, 2024 was 87.2% compared to 88.3% at September 30, 2023.

Current wording

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.

Previous wording

The table below summarizes selected operating and leasing statistics of our Core Properties for the three and nine months ended September 30, 2024 and 2023:

Current wording

The table below summarizes selected operating and leasing statistics of our Core Properties for the three months ended March 31, 2025 and 2024:

Previous wording

(1)Does not include Properties under development/redevelopment, or recently completed not-stabilized Properties.

Current wording

(1)Includes all wholly-owned operating properties. Does not include Properties under development/redevelopment, recently completed not-stabilized properties, or properties held for sale.

Previous wording

(2)Includes leasing at recently completed not-stabilized Properties. The statistics presented for periods ended prior to the three-month period ended September 30, 2024 have not been adjusted for properties sold subsequent to the periods presented.

Current wording

(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.

Previous wording

(3)Calculated as percentage of total net rentable square feet.

Current wording

(3)Calculated as a percentage of total net rentable square feet.

Previous wording

(6)The increases for the three and nine months ended September 30, 2024 are primarily due to leases having a higher average lease terms and a higher percentage of new leases compared to renewals.

Current wording

(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.

Previous wording

The table below summarizes occupancy statistics of our Core Properties by segment for the nine months ended September 30, 2024 and 2023:

Current wording

The table below summarizes occupancy statistics of our Core Properties by segment for the three months ended March 31, 2025 and 2024:

Previous wording

The table below summarizes the occupancy statistics of our Properties, broken down by property types for the nine months ended September 30, 2024 and 2023:

Current wording

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:

Previous wording

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 0.8% of our total square footage as of September 30, 2024 (representing approximately 0.9% of the occupied rentable square feet of the properties) are scheduled to expire without penalty during the remainder of 2024. 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.

Current wording

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.

Previous wording

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 $1.3 million or 0.7% of our accrued rent receivable balance as of September 30, 2024, compared to $2.7 million or 1.4% of our accrued rent receivable balance as of December 31, 2023.

Current wording

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.

Previous wording

As of September 30, 2024, the following unconsolidated real estate venture development projects remain under construction in progress (dollars, in thousands):

Current wording

As of March 31, 2025, the following unconsolidated real estate venture development projects remain in development(dollars, in thousands):

Previous wording

(a)Mixed used building with 428,000 rentable square feet consisting of 200,000 square feet of life science, 219,000 square feet of residential (326 units), and 9,000 square feet of retail.

Current wording

(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.

Previous wording

(b)The development budget contemplated receipt of a construction loan of approximately $174.3 million, reflecting a 55% loan to value ratio and, as of the date of this Form 10-Q, no construction loan has been obtained and there can be no assurance that a loan will be obtained. In the event that costs are incurred before a construction loan has been obtained, the Company expects to fund such costs through its credit facilities and cash on hand.

Current wording

(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.

Previous wording

As of the date of this Quarterly Report on Form 10-Q, the 3151 Market Street Venture has not secured a construction loan. 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 a construction loan has been obtained, we will be obligated to fund the balance of construction costs incurred in the project development.

Current wording

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.

Previous wording

The following discussion is based on our consolidated financial statements for the three and nine months ended September 30, 2024 and 2023. We believe that presentation of our consolidated financial information, without a breakdown by segment, will effectively present important information useful to our investors.

Current wording

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.

Previous wording

Net operating income (“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 13“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 13“Segment Information,” to our Consolidated Financial Statements for a reconciliation of NOI to our consolidated net income as defined by GAAP.

Current wording

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.

Previous wording

(a)“Same Store Property Portfolio,” which represents 63 properties containing an aggregate of approximately 11.9 million net rentable square feet, and represents properties that we owned and consolidated for the three-month periods ended September 30, 2024 and 2023. The Same Store Property Portfolio includes properties acquired or placed in service on or prior to July 1, 2023 and owned and consolidated through September 30, 2024, excluding properties classified as held for sale;

Current wording

(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;

Previous wording

(d)“Development/Redevelopment Properties,” which represents two 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

Current wording

(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

Previous wording

(e)“Q3 2023 through Q3 2024 Dispositions,” which represents five properties disposed of from July 1, 2023 through September 30, 2024.

Current wording

(e)“Q1 2024 through Q1 2025 Dispositions,” which represents seven properties disposed of from January 1, 2024 through March 31, 2025.

Previous wording

•$1.6 million decrease due to the sales of 8521 Leesburg Pike, Vienna, VA in the fourth quarter of 2023, Three Barton Skyway, Austin, TX in the third quarter of 2023 and 200 North Radnor Chester Road, Radnor, PA in the fourth quarter of 2023;

Current wording

•$3.2 million decrease due to the sale of One and Two Barton Skyway, Austin, TX in the fourth quarter of 2024; and

Previous wording

•$0.7 million increase related to our Recently Completed/Acquired Properties, which are comprised of 2430 Dulles Corner, Herndon, VA and 250 King of Prussia Road, Radnor, PA; and

Current wording

•$1.8 million increase related to our Recently Completed/Acquired Property, 155 King of Prussia Road, Radnor, PA.

Previous wording

Interest expense increased primarily due to our issuance of $400 million aggregate principal amount of 2029 Notes in April 2024, partially offset by the redemption of our 2024 $350.0 million 4.10% Guaranteed Notes. Additionally, interest expense increased during the third quarter of 2023 when Moody’s downgraded our senior unsecured credit rating from Baa3 to Ba1. As a result of the downgrade, the interest rate on our 2028 Notes increased 25 basis points in September 2023 due to the coupon adjustment provisions within the 2028 Notes. During the first quarter of 2024, S&P downgraded our senior unsecured credit rating from BBB- to BB+. As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.05% in March 2024 due to the coupon adjustment provisions within the 2028 Notes. 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.

Current wording

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.

Previous wording

The Parent Company unconditionally guarantees the Operating Partnership’s unsecured debt obligations, which, as of September 30, 2024, amounted to $2,001.6 million. The Operating Partnership’s secured debt obligations as of September 30, 2024, amounted to $274.8 million

Current wording

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

Previous wording

As of September 30, 2024, we had $36.5 million of cash and cash equivalents and $520.8 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 2024 will be to fund our current development and redevelopment projects.

Current wording

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.

Previous wording

As of September 30, 2024 and December 31, 2023, we maintained cash and cash equivalents and restricted cash of $42.7 million and $67.5 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):

Current wording

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):

Previous wording

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 nine months ended September 30, 2024, when compared to the nine months ended September 30, 2023, the change in investing cash flows was due to the following activities (in thousands):

Current wording

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):

Previous wording

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 nine months ended September 30, 2024, when compared to the nine months ended September 30, 2023, the change in financing cash flows was due to the following activities (in thousands):

Current wording

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):

Previous wording

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

Current wording

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.

Previous wording

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 third quarter of 2024.

Current wording

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.

Previous wording

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 September 30, 2024, 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 2.5% 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.

Current wording

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.

Previous wording

While we have experienced increased inflation, our Same Store Property Portfolio operating margins improved to 63.4% and 63.2% for the nine months ended September 30, 2024 and 2023, respectively, primarily due to the expense reimbursement provisions noted above. The expense reimbursement provisions in our leases resulted in Same Store Property Portfolio operating expense recovery rates of 53.6% and 54.1% for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

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.

Previous wording

The following table presents a reconciliation of net income attributable to common shares and common unitholders to FFO for the three and nine months ended September 30, 2024 and 2023:

Current wording

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:

Previous wording

(a)Includes common shares and partnership units outstanding through the three and nine months ended September 30, 2024 and 2023, respectively.

Current wording

(a)Includes common shares and partnership units outstanding through the three months ended March 31, 2025 and 2024, respectively.
Rearranged previous paragraphs (10)

Previous report — wording carried elsewhere

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 2024 $350.0 million 4.10% Guaranteed Notes. Additionally, interest expense increased during the third quarter of 2023 when Moody’s downgraded our senior unsecured credit rating from Baa3 to Ba1. As a result of the downgrade, the interest rate on our 7.55% Guaranteed Notes due 2028 (the “2028 Notes”) increased 25 basis points in September 2023 due to the coupon adjustment provisions within the 2028 Notes. During the first quarter of 2024, S&P downgraded our senior unsecured credit rating from BBB- to BB+. As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.05% in March 2024 due to the coupon adjustment provisions within the 2028 Notes. 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.

Previous report — wording carried elsewhere

The following comparison of the nine months ended September 30, 2024 to the nine months ended September 30, 2023 makes reference to the effect of the following:

Previous report — wording carried elsewhere

(a)“Same Store Property Portfolio,” which represents 63 properties containing an aggregate of approximately 11.9 million net rentable square feet, and represents properties that we owned and consolidated for the nine-month periods ended September 30, 2024 and 2023. The Same Store Property Portfolio includes properties acquired or placed in service on or prior to January 1, 2023 and owned and consolidated through September 30, 2024 excluding properties classified as held for sale;

Previous report — wording carried elsewhere

(b)“Total Portfolio,” which represents all properties owned and consolidated by us during the nine months ended September 30, 2024 and 2023;

Previous report — wording carried elsewhere

(c)"Recently Completed/Acquired Properties," which represents two properties placed into service or acquired on or subsequent to January 1, 2023;

Previous report — wording carried elsewhere

(d)"Development/Redevelopment Properties," which represents two properties currently in development/redevelopment. A property is excluded from our Same Store Property Portfolio and moved into Development/Redevelopment in the period that we determine to proceed with development/redevelopment for a future development strategy; and

Previous report — wording carried elsewhere

(e)"YTD 2023 and 2024 Dispositions," which represents six properties disposed of from January 1, 2023 through September 30, 2024.

Previous report — wording carried elsewhere

(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.

Previous report — wording carried elsewhere

Rents decreased primarily as a result of the following:

Previous report — wording carried elsewhere

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.