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Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2018
Schedule of Reclassification

In accordance with ASC 360, and in response to the SEC’s “Disclosure Update and Simplification” release effective November 5, 2018, the Company reclassified gains and losses resulting from wholly owned real estate dispositions from the “Other income (expense)” section to the “Operating income” section within its consolidated statements of operations. As a result, in the consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016, the Company reclassified the following amounts to the “Operating income” section:

Caption

 

2018

 

 

2017

 

 

2016

 

Net gain on disposition of real estate

 

$

2,932

 

 

$

31,657

 

 

$

116,983

 

Net gain on sale of undepreciated real estate

 

 

3,040

 

 

 

953

 

 

 

9,232

 

Total gain on sale of real estate

 

$

5,972

 

 

$

32,610

 

 

$

126,215

 

Compensation Costs (Including Bonuses and Benefits) Capitalized

During the years ended December 31, 2018, 2017 and 2016, the Company’s internal direct construction costs are comprised entirely of capitalized salaries.  The following table shows the amount of compensation costs (including bonuses and benefits) capitalized for the years presented (in thousands):

 

 

December 31,

 

 

2018

 

 

2017

 

 

2016

 

Development

$

3,185

 

 

$

4,390

 

 

$

3,182

 

Redevelopment

 

968

 

 

 

319

 

 

 

144

 

Tenant Improvements

 

2,811

 

 

 

1,354

 

 

 

3,391

 

Total

$

6,964

 

 

$

6,063

 

 

$

6,717

 

Summary of Revenue Earned by Reportable Segments

The following is a summary of revenue earned by the Company’s reportable segments (see Note 17, “Segment Information,” for further information) during the twelve-month period ended December 31, 2018 (in thousands):

 

Twelve-month period ended

 

 

December 31, 2018

 

 

Philadelphia CBD

 

 

Pennsylvania Suburbs

 

 

Metropolitan Washington, D.C.

 

 

Austin, Texas

 

 

Other

 

 

Corporate (a)

 

 

Total

 

Base rent

$

164,369

 

 

$

118,628

 

 

$

80,858

 

 

$

21,757

 

 

$

8,400

 

 

$

(1,964

)

 

$

392,048

 

Straight-line rent

 

11,867

 

 

 

2,851

 

 

 

(1,577

)

 

 

116

 

 

 

201

 

 

 

(449

)

 

 

13,009

 

Point of sale

 

23,528

 

 

 

258

 

 

 

1,062

 

 

 

521

 

 

 

230

 

 

 

-

 

 

 

25,599

 

   Total rents

 

199,764

 

 

 

121,737

 

 

 

80,343

 

 

 

22,394

 

 

 

8,831

 

 

 

(2,413

)

 

 

430,656

 

Tenant reimbursements

 

51,572

 

 

 

14,440

 

 

 

3,519

 

 

 

10,736

 

 

 

2,832

 

 

 

(474

)

 

 

82,625

 

Termination fees

 

192

 

 

 

1,435

 

 

 

136

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,763

 

Third party management fees, labor reimbursement and leasing

 

855

 

 

 

25

 

 

 

5,793

 

 

 

5,455

 

 

 

4,951

 

 

 

5,478

 

 

 

22,557

 

Other income

 

4,334

 

 

 

642

 

 

 

517

 

 

 

80

 

 

 

143

 

 

 

1,028

 

 

 

6,744

 

Total revenue

$

256,717

 

 

$

138,279

 

 

$

90,308

 

 

$

38,665

 

 

$

16,757

 

 

$

3,619

 

 

$

544,345

 

(a)

Corporate includes intercompany eliminations necessary to reconcile to consolidated Company totals.

Summary of Gain on Sale for Each Land Parcel

The Company sold the following properties during the twelve-month period ended December 31, 2018 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Type

 

Number of Properties

 

Rentable Square Feet

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain/(Loss) on Sale

 

December 21, 2018

 

Subaru National Training Center (a)

 

Camden, NJ

 

Mixed-use

 

1

 

 

83,000

 

 

$

45,300

 

 

$

44,877

 

 

$

2,570

 

December 20, 2018

 

Rockpoint Portfolio (b)

 

Herndon, VA

 

Office

 

8

 

 

1,293,197

 

 

 

312,000

 

 

 

262,442

 

 

 

397

 

June 21, 2018

 

20 East Clementon Road

 

Gibbsboro, NJ

 

Office

 

1

 

 

38,260

 

 

 

2,000

 

 

 

1,850

 

 

 

(35

)

Total Dispositions

 

 

 

 

 

 

 

10

 

 

1,414,457

 

 

$

359,300

 

 

$

309,169

 

 

$

2,932

 

 

(a)

During the second quarter of 2018, Subaru exercised its purchase option under the lease agreement for the Subaru NSTC and the sale occurred during the fourth quarter of 2018. See Note 2, “Summary of Significant Accounting Policies,” for further discussion of the lease agreement and related revenue recognition.

(b)

On December 20, 2018, the Company contributed a portfolio of eight properties containing an aggregate of 1,293,197 square feet, located in its Metropolitan Washington, D.C. segment (the “Rockpoint Portfolio”) to a newly-formed joint venture (the “Herndon Innovation Center Metro Portfolio Venture, LLC”) for a gross sales price of $312.0 million. The Company and its partner own 15% and 85% interests in the Herndon Innovation Center Metro Portfolio Venture, LLC, respectively. The Herndon Innovation Center Metro Portfolio Venture, LLC funded the acquisition with $265.2 million of cash, which was distributed to the Company at closing. After funding its share of closing costs and working capital contributions of $2.2 million and $0.6 million, respectively, the Company received $262.4 million of cash proceeds at settlement. The Company recorded an impairment charge of $56.9 million for the Rockpoint Portfolio during the third quarter of 2018. The Company recorded a $0.4 million gain on sale, which represents an adjustment to estimated closing costs used to determine the impairment charge in the third quarter of 2018. For further information related to this transaction, see the “Herndon Innovation Center Metro Portfolio Venture, LLC” section in Note 4, “Investment in Unconsolidated Real Estate Ventures.”

The Company sold the following land parcels during the twelve-month period ended December 31, 2018 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Number of Parcels

 

 

Acres

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain on Sale

 

 

March 16, 2018

 

Garza Ranch - Office

 

Austin, TX

 

 

1

 

 

 

6.6

 

 

$

14,571

 

 

$

14,509

 

 

$

1,515

 

(a)

January 10, 2018

 

Westpark Land

 

Durham, NC

 

 

1

 

 

 

13.1

 

 

 

485

 

 

 

412

 

 

 

22

 

 

Total Dispositions

 

 

 

 

 

 

2

 

 

 

19.7

 

 

$

15,056

 

 

$

14,921

 

 

$

1,537

 

 

 

(a)

As of March 31, 2018, the Company had not transferred control to the buyer of this land parcel, or two other parcels at this site which were sold during 2017, because of a completion guarantee which required the Company, as developer, to complete certain infrastructure improvements on behalf of the buyers of the land parcels. The cash received at settlement was recorded as “Deferred income, gains and rent” on the Company’s consolidated balance sheets. During the three months ended June 30, 2018, the infrastructure improvements were substantially completed, at which time the Company transferred control of the land parcels. As a result, the Company then recognized the sales of the three land parcels during 2018 and recorded an aggregate $2.8 million gain. During the quarter ended December 31, 2018, the Company recognized an additional $0.2 million gain. See Note 2, “Summary of Significant Accounting Policies,” for further discussion of the infrastructure improvements and related revenue recognition.

The Company sold the following properties during the twelve-month period ended December 31, 2017 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Type

 

Number of Properties

 

Rentable Square Feet

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain/(Loss) on Sale (a)

 

 

November 22, 2017

 

11, 14, 15, 17 and 18 Campus Boulevard (Newtown Square)

 

Newtown Square, PA

 

Office

 

5

 

 

252,802

 

 

$

42,000

 

 

$

40,459

 

 

$

19,642

 

 

October 31, 2017

 

630 Allendale Road

 

King of Prussia, PA

 

Office

 

1

 

 

150,000

 

 

 

17,500

 

 

 

16,580

 

 

 

3,605

 

 

June 27, 2017

 

Two, Four A, Four B and Five Eves Drive (Evesham Corporate Center)

 

Marlton, NJ

 

Office

 

4

 

 

134,794

 

 

 

9,700

 

 

 

8,650

 

 

 

(325

)

(b)

June 12, 2017

 

7000 Midlantic Drive

 

Mount Laurel, NJ

 

Retail

 

1

 

 

10,784

 

 

 

8,200

 

 

 

7,714

 

 

 

1,413

 

 

March 30, 2017

 

200, 210 & 220 Lake Drive East (Woodland Falls)

 

Cherry Hill, NJ

 

Office

 

3

 

 

215,465

 

 

 

19,000

 

 

 

17,771

 

 

 

(249

)

(c)

March 15, 2017

 

Philadelphia Marine Center (Marine Piers)

 

Philadelphia, PA

 

Mixed-use

 

1

 

 

181,900

 

 

 

21,400

 

 

 

11,182

 

 

 

6,498

 

(d)

March 13, 2017

 

11700, 11710, 11720 & 11740 Beltsville Drive (Calverton)

 

Beltsville, MD

 

Office

 

3

 

 

313,810

 

 

 

9,000

 

 

 

8,354

 

 

 

-

 

(e)

February 2, 2017

 

1200 & 1220 Concord Avenue (Concord Airport Plaza)

 

Concord, CA

 

Office

 

2

 

 

350,256

 

 

 

33,100

 

 

 

32,010

 

 

 

551

 

(f)

Total Dispositions

 

 

 

 

 

 

 

20

 

 

1,609,811

 

 

$

159,900

 

 

$

142,720

 

 

$

31,135

 

 

(a)

Gain/(Loss) on Sale is net of closing and other transaction related costs.

(b)

As of March 31, 2017, the Company evaluated the recoverability of the carrying value of its properties that triggered assessment under the undiscounted cash flow model. Based on the Company’s evaluation, it was determined that due to the reduction in the Company’s intended hold period of four properties located in the Other segment, the Company would not recover the carrying values of these properties. Accordingly, the Company recorded impairment charges on these properties of $1.0 million at March 31, 2017, which reduced the aggregate carrying values of the properties from $10.2 million to their estimated fair value of $9.2 million. The Company measured these impairments based on a discounted cash flow analysis, using a hold period of 10 years and residual capitalization rates and discount rates of 9.00% and 9.25%, respectively. The results were comparable to indicative pricing in the market. The assumptions used to determine fair value under the income approach are Level 3 inputs in accordance with the fair value hierarchy established by Accounting Standards Codification (ASC) Topic 820, “Fair Value Measurements and Disclosures.” The loss on sale in the table above represents additional closing costs.

(c)

As of December 31, 2016, the Company evaluated the recoverability of the carrying value of its properties that triggered assessment under the undiscounted cash flow model. Based on the Company’s evaluation, it was determined that due to the reduction in the Company’s intended hold period of three properties located in the Other segment, the Company would not recover the carrying values of these properties. Accordingly, the Company recorded impairment charges on these properties of $7.3 million at December 31, 2016, reducing the aggregate carrying values of the properties from $25.8 million to their estimated fair value of $18.5 million. The Company measured these impairments based on a discounted cash flow analysis, using a hold period of 10 years and residual capitalization rates and discount rates of 8.75% and 9.00%, respectively. The results were comparable to indicative pricing in the market. The assumptions used to determine fair value under the income approach are Level 3 inputs in accordance with the fair value hierarchy established by Accounting Standards Codification (ASC) Topic 820, “Fair Value Measurements and Disclosures.” The loss on sale in the table above represents additional closing costs.

(d)

On March 15, 2017, the Company sold its sublease interest in the Piers at Penn’s Landing (the “Marine Piers”), which includes leasehold improvements containing 181,900 net rentable square feet, and a marina, located in Philadelphia, Pennsylvania for an aggregate sales price of $21.4 million. On the closing date, the buyer paid $12.0 million in cash. The $9.4 million balance of the purchase is due on (a) January 31, 2020, in the event that the tenant at the Marine Piers does not exercise an option it holds to extend the term of the sublease or (b) January 15, 2024, in the event that the tenant does exercise the option to extend the term of the sublease. The Company determined that it is appropriate to account for the sales transaction under the cost recovery method. The Company received cash proceeds of $11.2 million, after closing costs and prorations, and the net book value of the Marine Piers was $4.7 million, resulting in a gain on sale of $6.5 million. The remaining gain on sale of $9.4 million will be recognized on the second purchase price installment date. Prior to its sale, the Marine Piers had been classified as mixed-use within the Company’s property count.

(e)

During the fourth quarter of 2016, the Company recognized a $3.0 million impairment related to these properties. During the first quarter of 2017, there was a price reduction of $1.7 million under the agreement of sale and an additional impairment of $1.7 million was recognized.

(f)

During the fourth quarter of 2016, the Company recognized an $11.5 million impairment related to these properties. This sale was designated as a like-kind exchange under Section 1031 of the Internal Revenue Code (“IRC”) and, as such, the proceeds, totaling $32.0 million after closing costs and prorations, were deposited with a Qualified Intermediary, as defined under the IRC. The proceeds received at closing were recorded as “Other assets” in the Company’s consolidated balance sheets. During the third quarter of 2017, the Company acquired 3000 Market Street in Philadelphia, Pennsylvania using the full balance of the Section 1031 proceeds. See “Acquisition” section above.

The Company sold the following land parcels during the twelve-month period ended December 31, 2017 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Number of Parcels

 

 

Acres

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain on Sale

 

 

September 13, 2017

 

50 E. Swedesford Square

 

Malvern, PA

 

 

1

 

 

 

12.0

 

 

$

7,200

 

 

$

7,098

 

 

$

882

 

 

July 18, 2017

 

Bishop's Gate

 

Mount Laurel, NJ

 

 

1

 

 

 

49.5

 

 

 

6,000

 

 

 

5,640

 

 

 

71

 

(a)

April 28, 2017

 

Garza Ranch - Multi-family

 

Austin, TX

 

 

1

 

 

 

8.4

 

 

 

11,800

 

 

 

11,560

 

 

 

-

 

(b)

February 15, 2017

 

Gateway Land - Site C

 

Richmond, VA

 

 

1

 

 

 

4.8

 

 

 

1,100

 

 

 

1,043

 

 

 

-

 

(c)

January 30, 2017

 

Garza Ranch - Hotel

 

Austin, TX

 

 

1

 

 

 

1.7

 

 

 

3,500

 

 

 

3,277

 

 

 

-

 

(b)

Total Dispositions

 

 

 

 

 

 

5

 

 

 

76.4

 

 

$

29,600

 

 

$

28,618

 

 

$

953

 

 

 

(a)

During the fourth quarter of 2016, the Company recognized an impairment of $3.0 million. During the second quarter of 2017, the Company recorded a held for sale impairment charge of $0.3 million, reducing the aggregate carrying value of the land parcel from $5.9 million to its estimated fair value less costs to sell of $5.6 million. The fair value measurement is based on pricing in the purchase and sale agreement for the property. As the pricing in the purchase and sale agreement is unobservable, the Company determined that the input utilized to determine fair value for the property falls within Level 3 in accordance with the fair value hierarchy established by Accounting Standards Codification (ASC) Topic 820, “Fair Value Measurements and Disclosures.” The land parcel was sold on July 18, 2017.

(b)

The Company has a continuing involvement in this property through a completion guaranty, which requires the Company, as developer, to complete certain infrastructure improvements on behalf of the buyers of the land parcels. The Company recorded the cash received at settlement as “Deferred income, gains and rent” on the Company’s consolidated balance sheet and the Company will recognize the sale upon completion of infrastructure improvements.

(c)

During the fourth quarter of 2016, the Company recognized a nominal impairment related to this land parcel.

 

The Company sold the following properties during the twelve-month period ended December 31, 2016 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Number of Properties

 

Rentable Square Feet

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain/(Loss) on Sale (a)

 

 

October 13, 2016

 

620, 640, 660 Allendale Road

 

King of Prussia, PA

 

3

 

 

156,669

 

 

$

12,800

 

 

$

12,014

 

 

$

2,382

 

 

September 1, 2016

 

1120 Executive Plaza

 

Mt. Laurel, NJ

 

1

 

 

95,183

 

 

 

9,500

 

 

 

9,241

 

 

 

(18

)

(b)

August 2, 2016

 

50 East Clementon Road

 

Gibbsboro, NJ

 

1

 

 

3,080

 

 

 

1,100

 

 

 

1,011

 

 

 

(85

)

 

May 11, 2016

 

196/198 Van Buren Street (Herndon Metro Plaza I&II)

 

Herndon, VA

 

2

 

 

197,225

 

 

 

44,500

 

 

 

43,412

 

 

 

(752

)

(c)

February 5, 2016

 

2970 Market Street  (Cira Square)

 

Philadelphia, PA

 

1

 

 

862,692

 

 

 

354,000

 

 

 

350,150

 

 

 

115,828

 

 

February 4, 2016

 

Och-Ziff Portfolio

 

Various

 

58

 

 

3,924,783

 

 

 

398,100

 

 

 

353,971

 

 

 

(372

)

(d)

Total Dispositions

 

 

 

 

 

66

 

 

5,239,632

 

 

$

820,000

 

 

$

769,799

 

 

$

116,983

 

 

 

(a)

Gain/(Loss) on Sale is net of closing and other transaction related costs.

(b)

As of June 30, 2016, the Company determined that the sale of the property was probable and classified this property as held for sale in accordance with applicable accounting standards for long lived assets. At such date, the carrying value of the property exceeded the fair value less the anticipated costs of sale. As a result, the Company recognized a provision for impairment totaling approximately $1.8 million during the three-month period ended June 30, 2016. The fair value measurement was based on the pricing in the purchase and sale agreement for the sale of the property. As the pricing in the purchase and sale agreement is unobservable, the Company determined that the inputs utilized to determine fair value for this property falls within Level 3 in accordance with the fair value hierarchy established by Accounting Standards Codification (ASC) Topic 820, "Fair Value Measurements and Disclosures.” The loss on sale represents additional closing costs recognized at closing.

(c)

During the three-month period ended March 31, 2016, the Company recognized a provision for impairment totaling approximately $7.4 million on the properties. See “Held for Use Impairment” section below. The loss on sale primarily relates to additional closing costs recognized at closing.

(d)

During the three-month period ended December 31, 2015, the Company recognized a provision for impairment totaling approximately $45.4 million. The loss on sale represents additional closing costs recognized at closing.

The Company sold the following land parcels during the twelve-month period ended December 31, 2016 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Number of Parcels

 

 

Acres

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain on Sale (a)

 

 

December 2, 2016

 

Oakland Lot B

 

Oakland, CA

 

 

1

 

 

 

0.9

 

 

$

13,750

 

 

$

13,411

 

 

$

9,039

 

 

August 19, 2016

 

Highlands Land

 

Mt. Laurel, NJ

 

 

1

 

 

 

2.0

 

 

 

288

 

 

 

284

 

 

 

193

 

 

January 15, 2016

 

Greenhills Land

 

Reading, PA

 

 

1

 

 

 

120.0

 

 

 

900

 

 

 

837

 

 

 

-

 

(b)

Total Dispositions

 

 

 

 

 

 

3

 

 

 

122.9

 

 

$

14,938

 

 

$

14,532

 

 

$

9,232

 

 

 

(a)

Gain on Sale is net of closing and other transaction related costs.

(b)

The carrying value of the land exceeded the fair value less the anticipated costs of sale as of December 31, 2015. Therefore the Company recognized an impairment loss of $0.3 million during the three-month period ended December 31, 2015. There was no gain or loss recognized on the sale during 2016.

Garza Land Sale [Member]  
Summary of Gain on Sale for Each Land Parcel

The following table details the gain on sale for each land parcel, as of December 31, 2018 (dollars, in thousands):

Disposition Date

 

Property/Portfolio Name

 

Location

 

Number of Parcels

 

 

Acres

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain on Sale

 

March 16, 2018

 

Garza Ranch - Office

 

Austin, TX

 

 

1

 

 

 

6.6

 

 

$

14,571

 

 

$

14,509

 

 

$

1,515

 

April 28, 2017

 

Garza Ranch - Multifamily

 

Austin, TX

 

 

1

 

 

 

8.4

 

 

 

11,800

 

 

 

11,560

 

 

 

1,311

 

January 30, 2017

 

Garza Ranch - Hotel

 

Austin, TX

 

 

1

 

 

 

1.7

 

 

 

3,500

 

 

 

3,277

 

 

 

192

 

Total Dispositions

 

 

 

 

 

 

3

 

 

 

16.7

 

 

$

29,871

 

 

$

29,346

 

 

$

3,018