BRANDYWINE OPERATING PARTNERSHIP, L.P.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
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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.
Sep 30, 2025 · Filed Nov 7, 2025
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Notes to Unaudited Consolidated Financial Statements
- 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 September 30, 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 September 30, 2025, the Company owned and consolidated 63 properties that contain an aggregate of approximately 11.8 million net rentable square feet (collectively, the “Properties”). The Company’s portfolio of core Properties (the “Core Properties”) excludes Properties under development or redevelopment, recently completed - not stabilized Properties, and Properties held for sale. The Properties were comprised of the following as of September 30, 2025:
| Number of Properties | Rentable Square Feet | |
|---|---|---|
| Office Properties | 56 | 10,364,889 |
| Mixed-use Properties | 4 | 924,450 |
| Core Properties | 60 | 11,289,339 |
| Development/redevelopment properties | 2 | 298,071 |
| Recently completed - not stabilized properties (a) | 1 | 168,294 |
| The Properties | 63 | 11,755,704 |
(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. When the Property reaches at least 90% occupancy, the Property is considered stabilized and, at that time, the Company reclassifies the Property as a “Core Property.”
In addition to the Properties, as of September 30, 2025, the Company owned 129.5 acres of land held for development. The Company also held a leasehold interest in a 0.8 acre land parcel, acquired through a prepaid 99-year ground lease, and held options to purchase approximately 5.1 additional acres of undeveloped land. As of September 30, 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 September 30, 2025, the Company also owned economic interests innine 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 September 30, 2025, the management company subsidiaries were managing properties containing an aggregate of approximately 18.9 million net rentable square feet, of which approximately 11.8 million net rentable square feet related to Properties owned by the Company and approximately 7.1 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.
- 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 September 30, 2025, the results of its operations for the three and nine months ended September 30, 2025 and 2024 and its cash flows for the nine months ended September 30, 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.
- REAL ESTATE INVESTMENTS
As of September 30, 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):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Land | $344,569 | $361,861 |
| Building and improvements | 2,435,968 | 2,551,089 |
| Tenant improvements | 484,873 | 461,830 |
| Total | $3,265,410 | $3,374,780 |
Dispositions
During the three months ended September 30, 2025, the Company sold a 222,580 square foot office property located in the Austin, Texas segment for a gross sales price of $55.1 million. The property was previously classified as held for sale on the consolidated balance sheets as of June 30, 2025. During the three months ended June 30, 2025, the Company recognized a $15.9 million impairment loss, inclusive of costs to sell. No additional gains or losses were recognized in connection with the sale during the three months ended September 30, 2025.
On October 6, 2025, the Company sold a parcel of land in Richmond, Virginia for a gross sales price of $4.6 million.
- INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
As of September 30, 2025, the Company held ownership interests innine unconsolidated real estate ventures, with a net aggregate investment balance of $594.2 million. As of September 30, 2025, four of the real estate ventures owned properties (directly or through leasehold interests) that contained an aggregate of approximately 4.1 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; andone of the real estate ventures owned land in active development.
The Company accounts for its interests in the unconsolidated real estate ventures, which range, as of September 30, 2025, from 20% to 85%, using the equity method accounting. 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 $1.2 million and $2.2 million for the three months ended September 30, 2025 and 2024, respectively, and $3.8 million and $5.9 million for the nine months ended September 30, 2025 and 2024, respectively.
The Company earned leasing commissions from the unconsolidated real estate ventures of $0.8 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively, and $2.9 million and $1.7 million for the nine months ended September 30, 2025 and 2024, respectively.
The Company had outstanding accounts receivable balances from the unconsolidated real estate ventures of $5.9 million and $5.0 million as of September 30, 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 September 30, 2025 and December 31, 2024 (in thousands):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Net property | $1,653,934 | $1,641,085 |
| Other assets | 246,037 | 238,406 |
| Other liabilities | 100,813 | 107,801 |
| Debt, net | 760,249 | 752,325 |
| Equity (a) | 1,038,909 | 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 and nine-month periods ended September 30, 2025 and 2024 (in thousands):
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 (a) | 2024 | |||
| Revenue | $36,980 | $33,058 | $118,262 | $122,951 | ||
| Operating expenses | (18,222) | (13,680) | (51,179) | (63,985) | ||
| Interest expense, net | (15,722) | (12,030) | (45,417) | (44,980) | ||
| Depreciation and amortization | (17,216) | (14,518) | (49,486) | (54,499) | ||
| Loss on property disposition | — | 490 | (474) | — | ||
| Provision for impairment | — | (116,543) | — | (116,543) | ||
| Net loss | $(14,180) | $(123,223) | $(28,294) | $(157,056) | ||
| Ownership interest % | Various | Various | Various | Various | ||
| Company's share of net loss | $(18,281) | $(119,111) | $(43,821) | $(146,992) | ||
| Other-than-temporary impairment | — | (6,833) | — | (6,833) | ||
| Basis adjustments and other | 98 | 82 | 295 | (132) | ||
| Equity in loss of unconsolidated real estate ventures | $(18,183) | $(125,862) | $(43,526) | $(153,957) | ||
(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 had no further investments in Herndon Innovation Center as of December 31, 2024. As of June 30, 2024, the Company's investment in the New MAP Venture waszero.
3025 JFK Venture
On October 22, 2025, the Company acquired all of its partner's preferred equity interest in the 3025 JFK Boulevard Venture ("3025 JFK"), located in Philadelphia, Pennsylvania for $70.5 million. As a result of the acquisition of the preferred equity interest, 3025 JFK is a wholly owned asset that will be consolidated in our fourth quarter results, and the Company assumed the existing $178.0 million secured construction loan that matures in July 2026.
- LEASES
Lessor Accounting
The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three and nine months ended September 30, 2025 and 2024 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| Lease Revenue | 2025 | 2024 | 2025 | 2024 |
| Fixed contractual payments | $88,032 | $91,844 | $263,082 | $276,050 |
| Variable lease payments | 23,704 | 22,982 | 71,537 | 70,249 |
| Total | $111,736 | $114,826 | $334,619 | $346,299 |
- INTANGIBLE ASSETS AND LIABILITIES
As of September 30, 2025 and December 31, 2024, the Company’s intangible assets/liabilities were comprised of the following (in thousands):
| September 30, 2025 | |||
|---|---|---|---|
| Total Cost | Accumulated Amortization | Intangible Assets, net | |
| Intangible assets, net: | |||
| In-place lease value | $12,864 | $(9,084) | $3,780 |
| Tenant relationship value | 110 | (60) | 50 |
| Above market leases acquired | 75 | (60) | 15 |
| Total intangible assets, net | $13,049 | $(9,204) | $3,845 |
| Total Cost | Accumulated Amortization | Intangible Liabilities, net | |
| Intangible liabilities, net: | |||
| Below market leases acquired | $15,039 | $(8,503) | $6,536 |
| December 31, 2024 | |||
|---|---|---|---|
| Total Cost | Accumulated Amortization | Intangible Assets, net | |
| Intangible assets, net: | |||
| In-place lease value | $15,794 | $(10,363) | $5,431 |
| Tenant relationship value | 110 | (57) | 53 |
| Above market leases acquired | 75 | (54) | 21 |
| Total intangible assets, net | $15,979 | $(10,474) | $5,505 |
| Total Cost | Accumulated Amortization | Intangible Liabilities, net | |
| Intangible liabilities, net: | |||
| Below market leases acquired | $16,413 | $(9,121) | $7,292 |
As of September 30, 2025, the Company’s annual amortization for its intangible assets/liabilities, assuming no early lease terminations, was as follows (dollars in thousands):
| Assets · Liabilities | ||
|---|---|---|
| 2025 (three months remaining) | $169 | $162 |
| 2026 | 676 | 646 |
| 2027 | 570 | 618 |
| 2028 | 253 | 533 |
| 2029 | 253 | 533 |
| Thereafter | 1,924 | 4,044 |
| Total | $3,845 | $6,536 |
- DEBT OBLIGATIONS
The following table sets forth information regarding the Company’s consolidated debt obligations outstanding as of September 30, 2025 and December 31, 2024 (in thousands):
| September 30, 2025 · December 31, 2024 · EffectiveInterest Rate · MaturityDate | |||||
|---|---|---|---|---|---|
| SECURED DEBT: | |||||
| $245.0M 5.88% Secured Term Loan due 2028 (a) | $245,000 | $245,000 | 5.88% | February 2028 | |
| $50.0M Construction Loan due 2026 (b) | — | 32,734 | SOFR + 2.50% | August 2026 | |
| Principal balance outstanding | 245,000 | 277,734 | |||
| Less: deferred financing costs | (1,829) | (2,396) | |||
| Total Secured indebtedness | $243,171 | $275,338 | |||
| UNSECURED DEBT | |||||
| $600.0M Unsecured Credit Facility | $— | $— | SOFR + 1.50% | (c) | June 2027 |
| Term Loan - Swapped to fixed | 250,000 | 250,000 | SOFR + 1.70% | (c)(d) | June 2027 |
| $70.0M Term Loan | — | 70,000 | SOFR + 2.00% | (c) | February 2025 |
| $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%(e) | March 2028 | |
| $350.0M 4.55% Guaranteed Notes due 2029 | 350,000 | 350,000 | 4.30% | October 2029 | |
| $550.0M 8.875% Guaranteed Notes due 2029 | 550,000 | 400,000 | 8.52% | April 2029 | |
| Indenture IA (Preferred Trust I) | 27,062 | 27,062 | SOFR + 1.51 | (f) | March 2035 |
| Indenture IB (Preferred Trust I) | 25,774 | 25,774 | SOFR + 1.51 | (f) | April 2035 |
| Indenture II (Preferred Trust II) | 25,774 | 25,774 | SOFR + 1.51 | (f) | July 2035 |
| Principal balance outstanding | 2,028,610 | 1,948,610 | |||
| Plus: original issue premium (discount), net | $8,228 | $(544) | |||
| Less: deferred financing costs | (10,559) | (10,590) | |||
| Total unsecured indebtedness | $2,026,279 | $1,937,476 | |||
| Total Debt Obligations | $2,269,450 | $2,212,814 | |||
(a)On October 6, 2025, the Company repaid in full this secured loan.
(b)On July 23, 2025, the Company repaid in full this construction loan, which related to the Company's office Property at 155 King of Prussia Road in Radnor, Pennsylvania.
(c)Spread includes a 10 basis point daily SOFR adjustment.
(d)On November 23, 2022, the $250.0 million unsecured term loan was swapped to a fixed rate. At September 30, 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.
(e)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.
(f)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
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facility fee are subject to adjustment upon a change in the Company’s unsecured debt ratings. During the nine months ended September 30, 2025, the weighted-average interest rate on Unsecured Credit Facility borrowings was 5.88%, resulting in $1.8 million of interest expense for such period.
Guaranteed Notes due 2031
On October 3, 2025, the Company completed an underwritten offering of $300.0 million aggregate principal amount of its 6.125% Guaranteed Notes due 2031 (the “ 2031 Notes”). The 2031 Notes were priced at 100% of their face amount. The net proceeds from the offering, after deducting underwriting discounts and estimated transaction expenses related to the offering, totaled approximately $296.3 million.
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.
On September 26, 2025, the Company and the Operating Partnership amended its Unsecured Credit Facility to, among other things, amend the restricted payments covenant to permit the Operating Partnership to pay dividends and make distributions attributable to any period of four consecutive fiscal quarters that ends (i) on any date that occurs after June 30, 2025 and on or prior to March 31, 2026, in an amount not to exceed, in the aggregate, the greater of (a)100% of FFO attributable to such period or (b) the minimum amount necessary for the Company to maintain its REIT status and (ii) on April 1, 2026 or any date that occurs thereafter, in amount not to exceed, in the aggregate, the greater of (a)95% of FFO attributable to such period or (ii) the minimum amount necessary for the Company to maintain its REIT status. The amendment is attached to this Form 10-Q as Exhibit 10.1.
The Company was in compliance with all financial covenants as of September 30, 2025. Certain of the covenants restrict the Company’s ability to obtain alternative sources of capital.
As of September 30, 2025, the aggregate scheduled principal payments on the Company’s consolidated debt obligations (secured and unsecured) were as follows (in thousands):
| 2025 (three months remaining) | $— |
| 2026 | — |
| 2027 | 700,000 |
| 2028 | 595,000 |
| 2029 | 900,000 |
| Thereafter | 78,610 |
| Total principal payments | 2,273,610 |
| Net unamortized premiums/(discounts) | 8,228 |
| Net deferred financing costs | (12,388) |
| Outstanding indebtedness | $2,269,450 |
- 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 September 30, 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 September 30, 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):
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Carrying Amount (a) | Fair Value | Carrying Amount (a) | Fair Value | |
| Unsecured notes payable | $1,698,381 | $1,744,340 | $1,539,917 | $1,537,210 |
| Variable rate debt | 327,898 | 310,815 | 430,293 | 403,880 |
| Fixed rate debt | 243,171 | 238,033 | 242,605 | 232,804 |
(a)Net of deferred financing costs of $9.8 million and $9.5 million for unsecured notes payable, $0.7 million and $1.1 million for variable rate debt and $1.8 million and $2.4 million for secured fixed rate debt as of September 30, 2025 and December 31, 2024.
The Company used quoted market prices as of September 30, 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 September 30, 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 September 30, 2025. Current estimates of fair value may differ from the amounts presented herein.
- DERIVATIVE FINANCIAL INSTRUMENTS
The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of September 30, 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 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 9/30/2025 · 12/31/2024 · 9/30/2025 · 12/31/2024 | ||||||||||
| Assets | ||||||||||
| Swap | Interest Rate | Cash Flow | (a) | $— | $250,000 | 3.713% | November 23, 2022 | June 30, 2027 | $— | $1,666 |
| Swap | Interest Rate | Cash Flow | (a) | — | 27,062 | 3.629% | January 12, 2024 | December 30, 2026 | — | 206 |
| 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 | $(1,401) | $— |
| Swap | Interest Rate | Cash Flow | (a) | 27,062 | — | 3.629% | January 12, 2024 | December 30, 2026 | (41) | — |
| Swap | Interest Rate | Cash Flow | (a) | 51,548 | — | 3.725% | January 12, 2024 | January 30, 2027 | (162) | — |
| $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.
- 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 $2.5 million and $3.1 million as of September 30, 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 September 30, 2025) was approximately $2.2 million and $2.9 million as of September 30, 2025 and December 31, 2024, respectively.
- 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 September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Basic | Diluted | Basic | Diluted | |
| Numerator | ||||
| Net loss | $(25,998) | $(25,998) | $(165,720) | $(165,720) |
| Net loss attributable to noncontrolling interests | 79 | 79 | 500 | 500 |
| Nonforfeitable dividends allocated to unvested restricted shareholders | (313) | (313) | (276) | (276) |
| Net loss attributable to common shareholders | $(26,232) | $(26,232) | $(165,496) | $(165,496) |
| Denominator | ||||
| Weighted-average shares outstanding | 173,699,312 | 173,699,312 | 172,668,731 | 172,668,731 |
| Weighted-average shares outstanding | 173,699,312 | 173,699,312 | 172,668,731 | 172,668,731 |
| Loss per Common Share: | ||||
| Net loss attributable to common shareholders | $(0.15) | $(0.15) | $(0.96) | $(0.96) |
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Basic | Diluted | Basic | Diluted | |
| Numerator | ||||
| Net loss | $(141,990) | $(141,990) | $(151,867) | $(151,867) |
| Net loss attributable to noncontrolling interests | 427 | 427 | 452 | 452 |
| Nonforfeitable dividends allocated to unvested restricted shareholders | (1,064) | (1,064) | (889) | (889) |
| Net loss attributable to common shareholders | $(142,627) | $(142,627) | $(152,304) | $(152,304) |
| Denominator | ||||
| Weighted-average shares outstanding | 173,385,330 | 173,385,330 | 172,480,325 | 172,480,325 |
| Weighted-average shares outstanding | 173,385,330 | 173,385,330 | 172,480,325 | 172,480,325 |
| Loss per Common Share: | ||||
| Net loss attributable to common shareholders | $(0.82) | $(0.82) | $(0.88) | $(0.88) |
Redeemable common limited partnership units totaling 515,595 at September 30, 2025 and September 30, 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 and nine months ended September 30, 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 September 26, 2025, the Parent Company declared a distribution of $0.08 per common share, totaling $14.1 million, which was paid on October 23, 2025 to shareholders of record as of October 9, 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 nine months ended September 30, 2025 and September 30, 2024, the Company didnot repurchase any common shares under the program.
- PARTNERS’ EQUITY OF THE PARENT COMPANY
Earnings per Common Partnership Unit
The following table details the number of units and net income used to calculate basic and diluted earnings per common partnership unit (in thousands, except unit and per unit amounts; results may not add due to rounding):
| Three Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Basic | Diluted | Basic | Diluted | |
| Numerator | ||||
| Net loss | $(25,998) | $(25,998) | $(165,720) | $(165,720) |
| Net loss attributable to noncontrolling interests | 1 | 1 | 3 | 3 |
| Nonforfeitable dividends allocated to unvested restricted unitholders | (313) | (313) | (276) | (276) |
| Net loss attributable to common unitholders | $(26,310) | $(26,310) | $(165,993) | $(165,993) |
| Denominator | ||||
| Total weighted-average units outstanding | 174,214,907 | 174,214,907 | 173,184,325 | 173,184,325 |
| Loss per Common Partnership Unit: | ||||
| Net loss attributable to common unitholders | $(0.15) | $(0.15) | $(0.96) | $(0.96) |
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Basic | Diluted | Basic | Diluted | |
| Numerator | ||||
| Net loss | $(141,990) | $(141,990) | $(151,867) | $(151,867) |
| Net (income) loss attributable to noncontrolling interests | 1 | 1 | (3) | (3) |
| Nonforfeitable dividends allocated to unvested restricted unitholders | (1,064) | (1,064) | (889) | (889) |
| Net loss attributable to common unitholders | $(143,053) | $(143,053) | $(152,759) | $(152,759) |
| Denominator | ||||
| Total weighted-average units outstanding | 173,900,925 | 173,900,925 | 172,995,920 | 172,995,920 |
| Loss per Common Partnership Unit: | ||||
| Net loss attributable to common unitholders | $(0.82) | $(0.82) | $(0.88) | $(0.88) |
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 and nine months ended September 30, 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 September 26, 2025, the Operating Partnership declared a distribution of $0.08 per common partnership unit, totaling $14.1 million, which was paid on October 23, 2025 to unitholders of record as of October 9, 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 nine months ended September 30, 2025 and September 30, 2024, the Company didnot repurchase any units under the program.
- SEGMENT INFORMATION
As of September 30, 2025, the Company owned and managed 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 thefour 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):
| Real estate investments, at cost: | ||
|---|---|---|
| September 30, 2025 | December 31, 2024 | |
| Philadelphia CBD | $1,585,703 | $1,556,696 |
| Pennsylvania Suburbs | 885,079 | 869,179 |
| Austin, Texas | 513,661 | 671,150 |
| Total Core Segments | 2,984,443 | 3,097,025 |
| Other | 280,967 | 277,755 |
| Operating properties | $3,265,410 | $3,374,780 |
| Total | $3,265,410 | $3,374,780 |
| Corporate | ||
| Right of use asset - operating leases, net | $17,957 | $18,412 |
| Construction-in-progress | $94,635 | $94,628 |
| Land held for development | $73,395 | $81,318 |
| Prepaid leasehold interests in land held for development, net | $27,762 | $27,762 |
Net operating income:
| Three Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Total revenue | Operating expenses (a) | Net operating income | Total revenue | Operating expenses (a) | Net operating income | |
| Philadelphia CBD | $58,250 | $(21,975) | $36,275 | $56,448 | $(19,959) | $36,489 |
| Pennsylvania Suburbs | 31,563 | (9,518) | 22,045 | 31,681 | (10,081) | 21,600 |
| Austin, Texas | 16,837 | (6,542) | 10,295 | 21,951 | (8,429) | 13,522 |
| Other | 10,091 | (4,257) | 5,834 | 10,430 | (5,076) | 5,354 |
| Corporate | 4,676 | (3,117) | 1,559 | 11,272 | (2,734) | 8,538 |
| Operating properties | $121,417 | $(45,409) | $76,008 | $131,782 | $(46,279) | $85,503 |
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Total revenue | Operating expenses (a) | Net operating income | Total revenue | Operating expenses (a) | Net operating income | |
| Philadelphia CBD | $170,321 | $(62,978) | $107,343 | $169,159 | $(58,912) | $110,247 |
| Pennsylvania Suburbs | 94,804 | (29,536) | 65,268 | 95,366 | (29,337) | 66,029 |
| Austin, Texas | 53,487 | (22,094) | 31,393 | 67,360 | (26,276) | 41,084 |
| Other | 30,609 | (13,861) | 16,748 | 31,706 | (15,670) | 16,036 |
| Corporate | 14,283 | (9,887) | 4,396 | 20,021 | (9,812) | 10,209 |
| Operating properties | $363,504 | $(138,356) | $225,148 | $383,612 | $(140,007) | $243,605 |
(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 September 30, · Nine Months Ended September 30, | ||||||
| September 30, 2025 | December 31, 2024 | 2025 | 2024 | 2025 | 2024 | |
| Philadelphia CBD | $492,224 | $452,334 | $(10,325) | $(125,593) | $(22,184) | $(145,429) |
| Mid-Atlantic Office JV | 10,951 | 10,844 | (168) | 7,222 | 107 | 7,222 |
| MAP Venture | — | — | — | 10 | — | (6,552) |
| Austin, Texas | 74,101 | 90,495 | (7,510) | (586) | (20,908) | (590) |
| Other | 16,927 | 16,782 | (180) | (6,915) | (541) | (8,608) |
| Total | $594,203 | $570,455 | $(18,183) | $(125,862) | $(43,526) | $(153,957) |
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 September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net loss | $(25,998) | $(165,720) | $(141,990) | $(151,867) |
| Plus: | ||||
| Interest expense | 32,914 | 30,561 | 97,104 | 85,104 |
| Interest expense - amortization of deferred financing costs | 1,336 | 1,247 | 3,763 | 3,753 |
| Depreciation and amortization | 43,005 | 44,301 | 131,120 | 133,530 |
| General and administrative expenses | 7,841 | 12,681 | 34,636 | 32,726 |
| Equity in loss of unconsolidated real estate ventures | 18,183 | 125,862 | 43,526 | 153,957 |
| Provision for impairment | — | 37,980 | 63,369 | 44,407 |
| Gain on early extinguishment of debt | — | — | — | (941) |
| Less: | ||||
| Interest and investment income | 1,238 | 639 | 3,274 | 2,572 |
| Income tax provision | — | — | (85) | (11) |
| Net gain on disposition of real estate | 35 | — | 3,008 | — |
| Net gain on real estate venture transactions | — | 770 | 183 | 54,503 |
| Consolidated net operating income | $76,008 | $85,503 | $225,148 | $243,605 |
- 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 September 30, 2025, the Company’s unconsolidated real estate ventures had aggregate indebtedness of $764.5 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 $186.7 million construction loan obtained by 3025 JFK Venture on July 23, 2021, which was originally scheduled to mature on July 22, 2025, 3025 JFK Venture extended the maturity date to July 22, 2026 and capped the principal balance at the current balance of $178.0 million. The Company has also provided a carry guarantee and limited payment guarantee up to 25% of the principal balance of the 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. Projected development costs total approximately $317.0 million. As of September 30, 2025, the Company and partner in the venture have funded approximately $218.2 million of the development costs. 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 $50.0 million in fulfillment of its total capital commitment. The venture continues to seek third-party secured financing.
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 September 30, 2025, the Company has not funded any amounts on account of the foregoing commitment except for certain outstanding reimbursables for services provided by the Company.
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 September 30, 2025, had $5.0 million of future fixed contractual obligations. The Company also committed to fund additional contributions under the program. As of September 30, 2025, the Company estimated 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 September 30, 2025, the Company had funded $4.2 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.