Piedmont Office Realty Trust Inc
For the period ended Dec 31, 2024. Filed Feb 19, 2025.
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FY2024 · Filed Feb 19, 2025
Contents
Note
- Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of Piedmont are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of Piedmont, Piedmont’s wholly-owned subsidiaries, any variable interest entity ("VIE") of which Piedmont or any of its wholly-owned subsidiaries is considered to have the power to direct the activities of the entity and the obligation to absorb losses/right to receive benefits, or any entity in which Piedmont or any of its wholly-owned subsidiaries owns a controlling interest. In determining whether Piedmont or Piedmont OP has a controlling interest, the following factors, among others, are considered: equity ownership, voting rights, protective rights of investors, and participatory rights of investors.
Piedmont owns a majority interest infour properties through three joint ventures. Two of these joint ventures, 1201 and 1225 Eye Street, NW Associates, own the 1201 and 1225 Eye Street buildings, respectively, in Washington, D.C. The other joint venture, Piedmont-CNL Towers Orlando, LLC, owns CNL Center I and II, in Orlando, Florida. Allthree joint venture investments are consolidated under the voting model. Accordingly, Piedmont’s consolidated financial statements include the accounts of 1201 Eye Street, NW Associates, LLC, 1225 Eye Street, NW Associates, LLC, and Piedmont-CNL Towers Orlando, LLC.
All inter-company balances and transactions have been eliminated upon consolidation.
Further, Piedmont has formed special purpose entities to acquire and hold real estate. Each special purpose entity is a separate legal entity and consequently the assets of the special purpose entities are not available to all creditors of Piedmont. The assets owned by these special purpose entities are being reported on a consolidated basis with Piedmont’s assets for financial reporting purposes only.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and notes. The most significant of these estimates includes the underlying cash flows and holding periods used in assessing impairment, judgements regarding the recoverability of goodwill including the assumptions associated with the capitalization rates and discount rates used in valuing the properties in each reporting unit, and the assessment of the collectibility of receivables. While Piedmont has made, what it believes to be, appropriate accounting estimates based on the facts and circumstances available as of the reporting date, actual results could materially differ from those estimates.
Real Estate Assets
Piedmont classifies its real estate assets as long-lived assets held for use or as long-lived assets held for sale. Held for use assets are stated at cost, as adjusted for any impairment loss, less accumulated depreciation. Held for sale assets are carried at lower of depreciated cost or estimated fair value, less estimated costs to sell. Piedmont generally reclassifies assets as held for sale once a sales contract has been executed and earnest money has become non-refundable.
Amounts capitalized to real estate assets consist of the cost of acquisition or construction, any tenant improvements or major improvements, betterments that extend the useful life of the related asset, and transaction costs associated with the acquisition of an individual asset that does not qualify as a business combination. All repairs and maintenance are expensed as incurred. Additionally, Piedmont capitalizes interest and other costs such as taxes and insurance while the development, or redevelopment, of a real estate asset is in progress.
Piedmont’s real estate assets are depreciated or amortized using the straight-line method over the following useful lives:
| Buildings | 40 years |
|---|---|
| Building improvements | 5-25 years |
| Land improvements | 20-25 years |
| Tenant allowances | Lease term |
| Furniture, fixtures, and equipment | 3-10 years |
| Intangible lease assets | Lease term |
Piedmont continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate and related intangible assets of operating properties in which Piedmont has an ownership interest, either directly or through investments in joint ventures, may not be recoverable. When indicators of potential impairment are present, management assesses whether the respective carrying values will be recovered from the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition for assets held for use, or from the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use or the estimated fair value, less costs to sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts such assets to the respective estimated fair values and recognizes an impairment loss. Estimated fair values are calculated based on the following information, depending upon availability, in order of preference: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated sales value (which is based on key assumptions such as estimated market rents, lease-up periods, estimated lease terms, and capitalization and discount rates) less estimated selling costs.
Fair Value of Assets and Liabilities of Acquired Properties
Upon the acquisition of real properties, Piedmont records the fair value of properties (plus any related acquisition costs) allocated based on relative fair value as tangible assets, consisting of land and building, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases and the value of in-place leases, based on their estimated fair values. Piedmont's property acquisitions typically qualify as asset acquisitions under Accounting Standards Codification ("ASC") 805, Business Combinations.
The estimated fair values of the tangible assets of an acquired property are determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building based on management’s determination of the estimated fair value of these assets. Management relies on a sales comparison approach using closed land sales and listings in determining the land value, and determines the as-if-vacant estimated fair value of a property using methods similar to those used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance, and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on current market demand. Management also estimates the cost to execute similar leases including leasing commissions, legal, and other related costs.
The estimated fair values of above-market and below-market in-place leases are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of market rates for the corresponding in-place leases, measured over a period equal to the remaining terms of the leases, taking into consideration the probability of renewals for any below-market leases. The capitalized above-market and below-market lease values are recorded as intangible lease assets or liabilities and amortized as an adjustment to rental revenues over the remaining terms of the respective leases.
The estimated fair values of in-place leases include an estimate of the direct costs associated with obtaining the acquired or "in place" tenant, estimates of opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease. The amount capitalized as a direct cost associated with obtaining a tenant includes commissions, tenant improvements, and other direct costs and is estimated based on management’s consideration of current market costs to execute a similar lease. These direct lease origination costs are included in deferred lease costs in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases. The value of opportunity costs is calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These lease intangibles are included in intangible lease assets in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.
Gross intangible assets and liabilities, inclusive of amounts classified as real estate assets held for sale, recorded as of December 31, 2024 and 2023, respectively, are as follows (in thousands):
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Intangible Lease Assets: | ||
| Above-Market In-Place Lease Assets | $218 | $868 |
| In-Place Lease Valuation | $136,243 | $169,786 |
| Intangible Lease Origination Costs (included as component of Deferred Lease Costs) | $192,979 | $235,820 |
| Intangible Lease Liabilities (Below-Market In-Place Leases) | $66,435 | $78,736 |
For the years ended December 31, 2024, 2023, and 2022, respectively, Piedmont recognized amortization of intangible lease costs in the accompanying consolidated statements of operations, as follows (in thousands):
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Amortization of Intangible Lease Origination Costs and In-Place Lease Valuation included in Amortization | $48,652 | $68,642 | $74,167 |
| Amortization of Above-Market and Below-Market In-Place Lease Intangibles as a net increase to Rental and Tenant Reimbursement Revenue | $10,020 | $13,830 | $13,426 |
Net intangible assets and liabilities as of December 31, 2024 will be amortized as follows (in thousands):
| Intangible Lease Assets | ||||||
|---|---|---|---|---|---|---|
| Above-MarketIn-placeLease Assets · In-Place Lease Valuation · Intangible LeaseOrigination Costs (1) · Below-MarketIn-place LeaseLiabilities | ||||||
| For the year ending December 31: | ||||||
| 2025 | $31 | $15,893 | $20,774 | $7,946 | ||
| 2026 | 14 | 12,610 | 17,590 | 6,453 | ||
| 2027 | 13 | 10,061 | 14,552 | 5,535 | ||
| 2028 | 13 | 7,934 | 11,748 | 4,725 | ||
| 2029 | 8 | 5,921 | 8,718 | 3,836 | ||
| Thereafter | 9 | 7,972 | 12,296 | 4,299 | ||
| $88 | $60,391 | $85,678 | $32,794 | |||
| Weighted-Average Amortization Period (in years) | 5 | 5 | 5 | 5 | ||
(1)Included as a component of Deferred Lease Costs in the accompanying consolidated balance sheets.
Cash and Cash Equivalents
Piedmont considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments. The majority of Piedmont’s cash and cash equivalents are held at major commercial banks and at times may exceed the Federal Deposit Insurance Corporation limit of $250,000. Short-term investments consist of investments in demand deposit accounts stated at cost, which approximates estimated fair value, and available-for-sale securities associated with Piedmont's previous non-qualified deferred compensation program carried at estimated fair value.
Tenant Receivables and Straight-line Rent Receivables
Tenant receivables are comprised of rental and reimbursement billings due from tenants, and straight-line rent receivables representing the cumulative amount of future adjustments necessary to present rental income on a straight-line basis. Piedmont evaluates the collectibility of its operating lease receivables on a tenant/lease-specific basis and recognizes changes in the collectibility assessment of its operating lease receivables as a reduction of rental and tenant reimbursement revenues.
Allowance for Doubtful Accounts
As detailed above, Piedmont records contra-revenue adjustments to reduce tenant and straight-line rent receivables to their net realizable value when collectibility is in question. During the year ended December 31, 2020, Piedmont also established an allowance for doubtful accounts due to the general uncertainty regarding collectibility of certain tenant receivables during the COVID-19 pandemic. The majority of this allowance was ultimately not used and was reversed during the two years ended December 31, 2023. A roll forward of the allowance for doubtful accounts for the years ended December 31, 2024, 2023, and 2022 is as follows:
| Balance at Beginning of Period · Additions/Reversals as Decrease/(Increase) to Revenue · Write-offs · Balance at End of Period | ||||
|---|---|---|---|---|
| Year Ended December 31, | ||||
| 2024 | $— | $— | $— | $— |
| 2023 | $1,000 | $(1,000) | $— | $— |
| 2022 | $4,000 | $(3,000) | $— | $1,000 |
Restricted Cash and Escrows
Restricted cash and escrows principally relate to the following types of items:
escrow accounts held by lenders to pay future real estate taxes, insurance, debt service, and tenant improvements;
net sales proceeds from property sales held by qualified intermediary for potential Section 1031 exchange;
earnest money paid in connection with future acquisitions; and
security and utility deposits paid by tenants per the terms of their respective leases.
Restricted cash and escrows are generally reclassified to other asset or liability accounts upon being used to purchase assets, satisfy obligations, or settle tenant obligations.
Prepaid Expenses and Other Assets
Prepaid expenses and other assets are primarily comprised of the following items:
prepaid property taxes, insurance and operating costs;
receivables which are unrelated to tenants, for example, insurance proceeds receivable from insurers related to casualty losses; and
equipment, furniture and fixtures, and tenant improvements for Piedmont’s corporate office and property management office space, net of accumulated depreciation.
Prepaid expenses and other assets will be expensed as utilized or depreciated in the case of Piedmont's corporate assets. Balances without a future economic benefit are expensed as they are identified.
Goodwill
Goodwill is the excess of cost of an acquired entity over the amounts specifically assigned to assets acquired and liabilities assumed in purchase accounting for business combinations, and is allocated to each of Piedmont's reporting units. (See Note 14 below for further detail). Piedmont tests the carrying value of the goodwill assigned to each of its reporting units for impairment on an annual basis, or on an interim basis if an event occurs or circumstances change that would indicate it is more likely than not that the fair value of a reporting unit may be less than its carrying value. Such interim circumstances may include, but are not limited to, significant adverse changes in legal factors or in the general business climate, adverse action or assessment by a regulator, unanticipated competition, the loss of key personnel, or persistent declines in an entity’s stock price below the carrying value of the entity.
In performing its goodwill impairment assessment, Piedmont compares the estimated fair value of each of its reporting units to the reporting unit’s carrying value. If Piedmont concludes that the fair value of a reporting unit is less than its carrying value, then Piedmont would recognize a goodwill impairment loss equal to the excess of the reporting unit’s carrying amount over its estimated fair value (not to exceed the total goodwill allocated to that reporting unit).
Estimation of the fair value of each reporting unit involves projections of discounted future cash flows, which are derived using certain assumptions that are subjective in nature. Piedmont also makes assumptions about future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, and the number of months it takes to re-lease the property, among other factors.
As a result of impairment assessments performed during the years ended December 31, 2023 and 2022 Piedmont determined that portions of its goodwill related to various reporting units were impaired, and recorded goodwill impairment charges in each period as further described in Note 6 below. No impairment charge relative to goodwill was recognized for the year ended December 31, 2024.
Interest Rate Derivatives
Piedmont has periodically entered into interest rate derivative agreements to hedge its exposure to changing interest rates. As of December 31, 2024 and 2023, all of Piedmont's interest rate derivatives were designated as effective cash flow hedges and carried on the balance sheet at estimated fair value. Piedmont reassesses the effectiveness of its derivatives designated as cash flow hedges on a regular basis to determine if they continue to be highly effective and if the forecasted transactions remain highly probable. Piedmont does not use derivatives for trading or speculative purposes.
The changes in estimated fair value of interest rate swap agreements designated as effective cash flow hedges are recorded in other comprehensive income (“OCI”), and subsequently reclassified to earnings when the hedged transactions occur. The estimated fair value of the interest rate derivative agreement is recorded as interest rate derivative asset or as interest rate derivative liability in the accompanying consolidated balance sheets. Amounts received or paid under interest rate derivative agreements are recorded as reductions or additions to interest expense in the consolidated statements of operations as incurred. Additionally, when Piedmont settles forward starting swap agreements, any gain or loss is recorded as accumulated other comprehensive income and is amortized to interest expense over the term of the respective notes on a straight line basis (which approximates the effective interest method). Further, Piedmont classifies cash flows from the settlement of hedging derivative instruments in the same category as the underlying exposure which is being hedged. Settlements resulting from the hedge of Piedmont's exposure to interest rate changes are classified as operating cash flows in the accompanying consolidated statements of cash flows.
Deferred Lease Costs
Deferred lease costs are comprised of costs and incentives incurred to acquire operating leases. In addition to direct costs, deferred lease costs also include intangible lease origination costs related to in-place leases acquired as part of a property acquisition.
Deferred lease costs are amortized on a straight-line basis over the terms of the related underlying leases in the accompanying consolidated statements of operations as follows:
Approximately $47.7 million, $56.1 million, and $57.9 million of deferred lease costs are included in amortization expense for the years ended December 31, 2024, 2023, and 2022, respectively; and
Approximately $4.2 million, $4.4 million, and $4.2 million, of deferred lease costs related to lease incentives granted to tenants are included as an offset to rental and tenant reimbursement revenue for the years ended December 31, 2024, 2023, and 2022, respectively.
Upon receipt of an early lease termination notice, Piedmont recognizes any unamortized deferred lease costs ratably over the revised remaining term of the lease after giving effect to the termination notice. If there is no remaining lease term and no other obligation to provide the tenant space in the property, then any unamortized tenant-specific costs are recognized immediately.
Debt
When mortgage debt is assumed upon the acquisition of real property, Piedmont adjusts the loan to relative fair value with a corresponding adjustment to building and other intangible assets assumed as part of the purchase. The fair value adjustment is amortized to interest expense over the term of the loan using the effective interest method. Piedmont had no such adjustments for the three years ended December 31, 2024.
Piedmont records premiums and discounts on debt issuances as an increase/decrease to the principal amount of the loan in the accompanying consolidated balance sheets, and amortizes such premiums or discounts as a component of interest expense over the life of the underlying loan facility using the effective interest method. Piedmont recorded discount amortization of approximately $0.7 million, $0.7 million and $0.6 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Piedmont presents all debt issuance costs as an offset to the principal amount of debt in the accompanying consolidated balance sheets. Piedmont amortizes these costs to interest expense on a straight-line basis (which approximates the effective interest rate method) over the terms of the related financing arrangements. Piedmont recognized amortization of such costs for the years ended December 31, 2024, 2023, and 2022 of approximately $4.4 million, $4.7 million, and $2.8 million, respectively.
Deferred income
Deferred income is primarily comprised of the following items:
prepaid rent from tenants;
tenant reimbursements related to operating expense or property tax expenses which may be due to tenants as part of an annual operating expense reconciliation; and
tenant improvement allowance overages or improvements funded by the tenant where Piedmont owns the underlying improvements.
Deferred income related to prepaid rents from tenants will be recognized as rental income in the period it is earned. Amounts related to operating expense reconciliations or property tax expense are relieved when the tenant's reconciliation is completed in accordance with the underlying lease, and payment is issued to the tenant. Tenant improvement allowance overages or improvements paid for by the tenant, where Piedmont owns all of the underlying improvements, are recorded as deferred income and amortized on a straight-line basis into rental and tenant reimbursement revenue over the term of the respective leases.
Shares-in-trust
To date, Piedmont has not issued any shares-in-trust; however, under Piedmont’s charter, it has authority to issue a total of 150,000,000 shares-in-trust, which would be issued only in the event that there is a purported transfer of, or other change in or affecting the ownership of, Piedmont’s capital stock that would result in a violation of the ownership limits that are included in Piedmont’s charter to protect its REIT status.
Preferred Stock
To date, Piedmont has not issued any shares of preferred stock; however, Piedmont is authorized to issue up to 100,000,000 shares of one or more classes or series of preferred stock. Piedmont’s board of directors may determine the relative rights, preferences, and privileges of any class or series of preferred stock that may be issued, and can be more beneficial than the rights, preferences, and privileges attributable to Piedmont’s common stock.
Common Stock
Under Piedmont’s charter, it has authority to issue a total of 750,000,000 shares of common stock with a par value of $0.01 per share. Each share of common stock is entitled toone vote and participates in distributions equally.
Equity Securities Issued At-The-Market
Under Piedmont's at-the-market stock offering program ("ATM program"), Piedmont may offer and sell shares of its common stock from time to time in “at-the-market” offerings with an aggregate gross sales price of up to $250 million. In connection with the ATM Program, Piedmont may, at its discretion, enter into forward equity sale agreements. The use of a forward equity sale agreement would allow Piedmont to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receiving the proceeds from the sale of shares until a later date, allowing Piedmont to better align such funding with its capital needs. Sales of shares of Piedmont’s common stock through its banking relationships, if any, will be made in amounts and at times to be determined by Piedmont from time to time, but Piedmont has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Sales of Piedmont's common stock under forward equity sale agreements, if undertaken, meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments based on the following assessments: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for Piedmont's own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to Piedmont's own stock.
Underwriting commissions and offering costs incurred in connection with all common equity offerings, including any potential issuances under Piedmont's ATM Program, are reflected as a reduction of additional paid-in capital.
Dividends
As a REIT, Piedmont is required by the Internal Revenue Code of 1986, as amended (the “Code”), to make distributions to stockholders each taxable year equal to at least 90% of its annual taxable income, computed without regard to the dividends-paid deduction and by excluding net capital gains attributable to stockholders (“REIT taxable income”).
Noncontrolling Interest
Noncontrolling interest is the equity interest of consolidated entities that is not owned by Piedmont. Noncontrolling interest is adjusted for the noncontrolling partners' share of contributions, distributions, and earnings (losses) in accordance with the respective partnership agreement. Earnings allocated to such noncontrolling partners are recorded as income applicable to noncontrolling interest in the accompanying consolidated statements of operations.
Revenue Recognition
Piedmont's revenues consist of the following:
Rental and tenant reimbursement income - consists of revenue from leases with Piedmont's tenants, as well as reimbursements for services prescribed by such leases. Piedmont evaluates contracts at commencement to determine if the contract contains a lease. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating, sales-type, or a direct financing lease. All of Piedmont's leases where Piedmont is the lessor are for the lessee's use of space in Piedmont's commercial office properties and are classified as operating leases.
In most lease arrangements, Piedmont finances improvements to leased space and is deemed the owner of the tenant improvements. The determination of who owns the improvements, whether payments to tenants constitute lease incentives or tenant improvements, and the timing of revenue recognition requires the exercise of significant judgment based on the facts and circumstances of the specific lease arrangement and is not based on any one factor. When evaluating whether Piedmont or its tenant owns the improvements, management considers a number of factors, including, among other things:
whether the tenant is obligated by the terms of the lease agreement to construct or install the leasehold improvements as a condition of the lease;
whether the landlord can require the lessee to make specified improvements or otherwise enforce its economic rights to those assets;
whether the tenant is required to provide the landlord with documentation supporting the cost of tenant improvements prior to reimbursement by the landlord;
whether the landlord is obligated to fund cost overruns for the construction of leasehold improvements;
whether the leasehold improvements are unique to the tenant or could reasonably be used by other parties; and
whether the estimated economic life of the leasehold improvements is long enough to allow for a significant residual value that could benefit the landlord at the end of the lease term.
These tenant improvements are recorded as capital assets by Piedmont and depreciated, typically over the lease term. Payments made by tenants for tenant improvements owned by Piedmont are treated as deferred income and amortized into rental and tenant reimbursement revenue over the lease term.
The timing of rental revenue recognition is largely dependent on our conclusion as to whether Piedmont, or its tenant, is the owner of tenant improvements at the leased property. When Piedmont owns the tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the finished space, which is typically when the improvements being recorded as Piedmont's asset are substantially complete. In some instances, Piedmont may cede control of the leased space to the tenant to be responsible for tenant-owned improvements for the space. In such arrangements, payments made by Piedmont to its tenant are treated as lease incentives and amortized as a reduction to rental and tenant reimbursement revenue over the lease term, which typically begins once the tenant takes possession of the unimproved space.
Lease payments are typically comprised of both fixed base rental payments and separately billed variable lease payments for reimbursement of services performed by Piedmont for the tenant as prescribed by the lease. Fixed base rental payments, as well as any fixed portion of reimbursement income, are recognized on a straight-line basis over the lease term. Tenant reimbursements are recognized as revenue in the period that the related operating cost is incurred. Rents and tenant reimbursements collected in advance are recorded as deferred income in the accompanying consolidated balance sheets.
Property management fee revenue - consists of revenue earned by Piedmont related to operating and managing office properties owned by other third-parties. Such income is within the scope of ASC 606, Revenue from Contracts with Customers("ASC 606"). Because property management services represent a performance obligation that is satisfied over the length of the contract, not at any specific point in time, and has the same measure of transfer (time elapsed), property management fee revenue is recognized over time. Any variable consideration transferred as part of these management agreements is recognized in the quarter that the underlying cash receipts are collected, consistent with the allocation objective of allocating the transaction price in an amount that depicts the amount of consideration to which Piedmont expects to be entitled in exchange for transferring the promised service to the customer.
Other property related income -consists of all other property related income from Piedmont's customers (tenants) that is not derived from a contract meeting the definition of a lease and is therefore also within the scope of ASC 606. Examples of such income include parking revenue and income from licenses with unrelated third-parties to place antennae and/or fiber optic cables in or on Piedmont's buildings. These services also represent a performance obligation that is satisfied over the length of the contract, not at any specific point in time, and has the same measure of transfer (time elapsed); therefore, revenue related to these licenses is also recognized over time.
Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that Piedmont identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where Piedmont contracts to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale. In circumstances where Piedmont extends seller financing as part of a sale of real estate assets, Piedmont assesses the collectibility of the notes receivable as of each reporting period end. Notes receivable that are deemed to be uncollectible or fully in default are reduced to their net realizable value, which approximates their fair value.
Stock-based Compensation
Piedmont has issued stock-based compensation in the form of deferred stock units to its employees and board of directors. For employees, Piedmont's Long-term Incentive Compensation ("LTIC") program is comprised of an annual deferred stock unit component (the "Annual Deferred Stock Unit" program) and a multi-year performance share component (the "Performance Share" program). All awards granted during the three years ended December 31, 2024 pursuant to both the Annual Deferred Stock Unit and Performance Share programs, as well as director's awards, are classified as equity awards and expensed on a straight-line basis over the vesting period, with issuances recorded as a reduction to additional paid in capital. Forfeitures are recorded when they occur. Compensation expense recognized related to both of these award types is recorded as property operating costs for those employees whose job is related to property operations and as general and administrative expense for all other employees and board of directors in the accompanying consolidated statements of operations.
Net Income/(Loss) Available to Common Stockholders Per Share
Net income/(loss) per share-basic is calculated as net income/(loss) available to common stockholders divided by the weighted average number of common shares outstanding during the period. Net income/(loss) per share-diluted is calculated as net income/(loss) available to common stockholders divided by the diluted weighted average number of common shares outstanding during the period, including the dilutive effect of nonvested restricted stock. The dilutive effect of nonvested restricted stock is calculated using the treasury stock method to determine the number of additional common shares that would become outstanding if the remaining unvested restricted stock awards vested. Further, Piedmont has elected to use the "end of the reporting period" convention when using the treasury stock method to calculate the dilutive effect of any shares issued pursuant to forward equity sale agreements in connection with Piedmont's ATM Program described above. Under this methodology, the assumed sale proceeds are calculated using the closing price of Piedmont's stock as of the end of the respective reporting period.
Income Taxes
Piedmont has elected to be taxed as a REIT under the Code, and has operated as such, beginning with its taxable year ended December 31, 1998. To qualify as a REIT, Piedmont must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income. As a REIT, Piedmont is generally not subject to federal income taxes, subject to fulfilling, among other things, its taxable income distribution requirement. However, Piedmont is subject to federal income taxes related to the operations conducted by its taxable REIT subsidiary which have been provided for in the financial statements. These operations resulted in approximately $2,000, $(39,000), and $(10,000) in income tax expense/(recoveries) for the years ended December 31, 2024, 2023, and 2022, respectively, as a component of other income/(expense) in the accompanying consolidated statements of operations. Further, Piedmont is subject to certain state and local taxes related to the operations of properties in certain locations, which have been provided for in property operating costs in the accompanying consolidated financial statements.
Recent Accounting Pronouncements
Income Tax Disclosure
The Financial Accounting Standards Board (the "FASB") has issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires expanded disclosure of tax information, including a rate reconciliation and the amounts of annual income taxes paid (net of refunds received), segregated by federal, state, and local jurisdictions. The amendments of ASU 2023-09 also require disclosure of income from continuing operations before income tax separated by domestic and foreign income, and eliminate the requirement to disclose the nature and estimates of the range of reasonable possible changes to unrecognized tax benefits within the following twelve months of the reporting period end. ASU 2023-09 is effective for Piedmont beginning with the filing of the Form 10-K for the year ended December 31, 2025. Piedmont is currently evaluating the potential impact of adoption; however, Piedmont does not anticipate any material impact to its consolidated financial statements as a result of adoption of ASU 2023-09.
Income Statement Expense Disaggregation Disclosures
The FASB has also issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses("ASU 2024-03"). ASU 2024-03 aims to enhance the transparency and presentation of income statement expenses in response to increasing demand from investors and other stakeholders for greater clarity and comparability surrounding the nature and composition of an entity's expenses. The amendments of ASU 2024-03 require tabular disclosure of certain cost and expense information, such as employee compensation, in the footnotes to the financial statements. ASU 2024-03 is effective for Piedmont beginning with the Form 10-K for the year ended December 31, 2027, and subsequent interim periods beginning in calendar-year 2028. Piedmont is currently evaluating the potential impact of adoption; however, Piedmont does not anticipate any material impact to its consolidated financial statements as a result of adoption of ASU 2024-03.
- Debt
During the year ended December 31, 2024, Piedmont OP issued $400 million in aggregate principal amount of 6.875% senior notes (the “$400 Million Unsecured Senior Notes”), which mature on July 15, 2029. Upon issuance of the $400 Million Unsecured Senior Notes, Piedmont OP received net proceeds of $396 million, reflecting a discount of approximately $4 million which will be amortized to interest expense over the 5-year term of the $400 Million Unsecured Senior Notes using the effective interest method. The $400 Million Unsecured Senior Notes are fully and unconditionally guaranteed by Piedmont. Interest on the $400 Million Unsecured Senior Notes is payable semi-annually on January 15 and July 15 of each year commencing January 15, 2025, and is subject to adjustment if the credit rating on the $400 Million Unsecured Notes falls below investment grade, as defined in the credit agreement.
The $400 Million Unsecured Senior Notes are subject to certain typical covenants that, subject to certain exceptions, include (a) a limitation on the ability of Piedmont and Piedmont OP to, among other things, incur additional secured and unsecured indebtedness; (b) a limitation on the ability of Piedmont and Piedmont OP to merge, consolidate, sell, lease or otherwise dispose of their properties and assets substantially as an entirety; and (c) a requirement that Piedmont maintain a pool of unencumbered assets.
Also, during the year ended December 31, 2024, Piedmont OP entered into a new $200 Million Unsecured 2024 Term Loan.
The $200 Million Unsecured 2024 Term Loan has certain financial covenants that require, among other things, the maintenance of an unencumbered interest rate coverage ratio of at least 1.75, an unencumbered leverage ratio of at least 1.60, a fixed charge coverage ratio of at least 1.50, a leverage ratio of no more than 0.60, and a secured debt ratio of no more than 0.40. Piedmont may prepay the loan in whole or in part, at any time without premium or penalty.
The net proceeds from both the $400 Million Unsecured Senior Notes and the new $200 Million Unsecured 2024 Term Loan described above were used to repay: the remaining balance on the $400 Million Senior Unsecured Notes due 2024; the $200 Million Unsecured 2022 Term Loan Facility; the $215 Million Unsecured 2023 Term Loan; and the outstanding balance on the $600 Million Unsecured 2022 Line of Credit.
The original term of the $200 Million Unsecured 2024 Term Loan wasthree years, with a maturity date of January 29, 2027; however, subsequent to December 31, 2024, Piedmont amended the $200 Million Unsecured 2024 Term Loan to increase the principal amount of the loan by $125 million to a total of $325 million principal amount outstanding and to addtwo six-month extension options for a final maturity date of January 29, 2028, provided Piedmont is not then in default and upon payment of extension fees. The net proceeds from the increased principal and Piedmont's $600 Million Unsecured 2022 Line of Credit, along with cash on hand, were used to repay the $250 Million Unsecured 2018 Term Loan that was scheduled to mature in March of 2025.
Also subsequent to December 31, 2024, Piedmont recast the $600 Million Unsecured 2022 Line of Credit to extend the maturity date to June 30, 2028, withtwo additionalone-year extension options, for a final maturity date of June 30, 2030, provided Piedmont is not then in default and upon payment of extension fees.
The following table summarizes the terms of Piedmont’s indebtedness outstanding as of December 31, 2024 and 2023, including net discounts/premiums and unamortized debt issuance costs (in thousands):
| Facility (1) · Stated Rate · Effective Rate (2) · Maturity · Amount Outstanding as of | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 · 2023 | ||||||||
| Secured (Fixed) | ||||||||
| $197 Million Fixed-Rate Mortgage | 4.10% | 4.10% | 10/1/2028 | $192,423 | $195,879 | |||
| 192,423 | 195,879 | |||||||
| Unsecured (Variable and Fixed) | ||||||||
| $400 Million Unsecured Senior Notes due 2024 | 4.45% | 4.10% | 3/15/2024 | — | 50,154 | |||
| $200 Million Unsecured 2022 Term Loan Facility | SOFR + 1.25% | 6.70% | 12/16/2024 | — | 100,000 | |||
| $215 Million Unsecured 2023 Term Loan | SOFR + 1.30% | 6.71% | 1/31/2025 | — | 215,000 | |||
| $250 Million Unsecured 2018 Term Loan | SOFR + 1.20% | 4.79% | 3/31/2025 | (3) | 250,000 | 250,000 | ||
| $600 Million Unsecured 2022 Line of Credit | SOFR + 1.04% | (4) | 5.45% | (5) | 6/30/2026 | (6) | — | 59,000 |
| $200 Million Unsecured 2024 Term Loan | SOFR + 1.30% | (4) | 5.41% | (7) | 1/29/2027 | (8) | 200,000 | — |
| $600 Million Unsecured Senior Notes due 2028 | 9.25% | 9.25% | 7/20/2028 | 600,000 | 600,000 | |||
| $400 Million Unsecured Senior Notes due 2029 | 6.88% | 7.11% | 7/15/2029 | 400,000 | — | |||
| $300 Million Unsecured Senior Notes due 2030 | 3.15% | 3.90% | 8/15/2030 | 300,000 | 300,000 | |||
| $300 Million Unsecured Senior Notes due 2032 | 2.75% | 2.78% | 4/1/2032 | 300,000 | 300,000 | |||
| Discounts and unamortized debt issuance costs | (20,077) | (15,437) | ||||||
| Subtotal/Weighted Average | 6.19% | 2,029,923 | 1,858,717 | |||||
| Total/Weighted Average | 6.01% | $2,222,346 | $2,054,596 | |||||
(1)All of Piedmont’s outstanding debt as of December 31, 2024 is unsecured and interest-only until maturity, except for the $197 Million Fixed Rate Mortgage secured by 1180 Peachtree Street.
(2)Effective rate after consideration of settled or in-place interest rate swap agreements and issuance discounts.
(3)Subsequent to December 31, 2024, Piedmont repaid the outstanding balance of the $250 Million Unsecured 2018 Term Loan.
(4)The all-in interest rates associated for the SOFR selections are comprised of the relevant adjusted SOFR rate (calculated as the base SOFR interest rate plus a fixed adjustment of 0.10%) and a stated interest rate spread that can vary from 0.85% to 1.70% based upon the then current credit rating of Piedmont or Piedmont OP, whichever is higher. During any period that either Piedmont or Piedmont OP has received credit ratings from two different credit rating agencies that are not equivalent, the credit rating shall be determined as the higher of the two credit ratings.
(5)On a periodic basis, Piedmont may select from multiple interest rate options, including the prime rate and various-length SOFR locks on all or a portion of the principal.
(6)Subsequent to December 31, 2024, Piedmont recast the $600 Million Unsecured 2022 Line of Credit to extend the maturity date to June 30, 2028, withtwo additionalone-year extension options, for a final maturity date of June 30, 2030, provided Piedmont is not then in default and upon payment of extension fees.
(7)This term loan has a stated variable rate; however Piedmont has entered into interest rate swap agreements which effectively fix the interest rate on the aggregate principal amount of the term loan to 5.41% through February 1, 2026, assuming no change in Piedmont's or Piedmont OP's credit rating. See Note 4 for disclosures of Piedmont's derivative instruments.
(8)Subsequent to December 31, 2024, Piedmont amended the $200 Million Unsecured 2024 Term Loan to increase the principal amount of the loan by $125 million to a total of $325 million principal amount outstanding and to addtwo six-month extension options for a final maturity date of January 29, 2028, provided Piedmont is not then in default and upon payment of extension fees.
A summary of Piedmont's consolidated principal outstanding for aggregate debt maturities of its indebtedness as of December 31, 2024, is provided below (in thousands):
| 2025 | $253,295 |
| 2026 | 3,738 |
| 2027 | 203,895 |
| 2028 | 781,495 |
| 2029 | 400,000 |
| Thereafter | 600,000 |
| Total | $2,242,423 |
Piedmont’s weighted-average interest rate as of December 31, 2024 and 2023, for the aforementioned borrowings was approximately 6.01% and 5.82%, respectively. Piedmont made interest payments on all indebtedness, including interest rate swap cash settlements, of approximately $117.5 million, $81.0 million, and $66.1 million during the years ended December 31, 2024, 2023, and 2022, respectively. Also, Piedmont capitalized interest of approximately $12.9 million, $7.0 million, and $4.2 million for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, Piedmont believes it was in compliance with all financial covenants associated with its debt instruments. See Note 5 for a description of Piedmont’s estimated fair value of debt as of December 31, 2024.
- Derivative Instruments
Risk Management Objective of Using Derivatives
In addition to operational risks which arise in the normal course of business, Piedmont is exposed to economic risks such as interest rate, liquidity, and credit risk. In certain situations, Piedmont has entered into derivative financial instruments, specifically interest rate swap agreements, to manage interest rate risk exposure arising from current or future variable rate debt transactions. Interest rate swap agreements involve the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Piedmont’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements.
Cash Flow Hedges of Interest Rate Risk
Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for Piedmont making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
As of December 31, 2024, Piedmont was party to a total oftwelve interest rate swap agreements which were designated as effective cash flow hedges and fully hedge the variable cash flows covering: 1) the entire outstanding balance of the $250 Million Unsecured 2018 Term Loan through the maturity of the loan in March 2025, and 2) the entire outstanding balance of the $200 Million Unsecured 2024 Term Loan through February 1, 2026. All of Piedmont's interest rate swap agreements are designated as effective cash flow hedges and are designated using SOFR. The maximum length of time over which Piedmont is hedging its exposure to the variability in future cash flows related to these interest rate swap agreements is 13 months.
A detail of Piedmont’s interest rate derivatives outstanding as of December 31, 2024 is as follows:
| Interest Rate Derivatives: · Number of Swap Agreements · Associated Debt Instrument · Notional Amount(in millions) · Effective Date · Maturity Date | ||||||
|---|---|---|---|---|---|---|
| Interest rate swaps | 2 | $250 Million Unsecured 2018 Term Loan | $100 | 3/29/2018 | 3/31/2025 | (1) |
| Interest rate swaps | 3 | $250 Million Unsecured 2018 Term Loan | $75 | 12/2/2022 | 3/31/2025 | (1) |
| Interest rate swaps | 3 | $250 Million Unsecured 2018 Term Loan | $75 | 12/12/2022 | 3/31/2025 | (1) |
| Interest rate swaps | 2 | $200 Million Unsecured 2024 Term Loan | $80 | 2/1/2024 | 2/1/2026 | |
| Interest rate swaps | 2 | $200 Million Unsecured 2024 Term Loan | $120 | 9/3/2024 | 2/1/2026 | |
| Total | $450 | |||||
(1)Subsequent to December 31, 2024, Piedmont terminated the interest rate swap agreements in conjunction with the repayment of the $250 Million Unsecured 2018 Term Loan.
Piedmont presents its interest rate derivatives on its consolidated balance sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. A detail of Piedmont’s interest rate derivatives on a gross and net basis as of December 31, 2024 and 2023, respectively, is as follows (in thousands):
| Interest rate swaps classified as: | December 31, 2024 | December 31, 2023 |
|---|---|---|
| Gross derivative assets | $671 | $3,032 |
| Gross derivative liabilities | (8) | — |
| Net derivative assets | $663 | $3,032 |
The gain/(loss) on Piedmont's interest rate derivatives, including previously settled forward starting interest rate swaps, that was recorded in OCI and the accompanying consolidated statements of operations as a component of interest expense for the years ended December 31, 2024, 2023, and 2022, respectively, was as follows (in thousands):
| Interest Rate Swaps in Cash Flow Hedging Relationships: | 2024 | 2023 | 2022 |
|---|---|---|---|
| Amount of gain recognized in OCI | $3,005 | $2,626 | $8,202 |
| Amount of previously recorded gain/(loss) reclassified from OCI into Interest Expense | $3,710 | $3,365 | $(1,273) |
| Total amount of Interest Expense presented in the consolidated statements of operations | $(122,984) | $(101,258) | $(65,656) |
| Total amount of Loss on Early Extinguishment of Debt presented in the consolidated statements of operations | $(386) | $(820) | $— |
Piedmont estimates that approximately $1.3 million will be reclassified from OCI as an increase in interest expense over the next twelve months. Piedmont did not recognize any hedge ineffectiveness on its cash flow hedges during the three years ended December 31, 2024.
See Note 5 for fair value disclosures of Piedmont's derivative instruments.
Credit-risk-related Contingent Features
Piedmont has agreements with its derivative counterparties that contain a provision whereby if Piedmont defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Piedmont could also be declared in default on its derivative obligations. If Piedmont were to breach any of the contractual provisions of the derivative contracts, it could be required to settle its liability obligations under the agreements at their termination value of the estimated fair values plus accrued interest. However, as of December 31, 2024, all of Piedmont's net interest rate swap agreements are in an asset position. Additionally, Piedmont has rights of set-off under certain of its derivative agreements related to potential termination fees and amounts payable under the agreements, if a termination were to occur.
- Fair Value Measurements of Financial Instruments
Piedmont considers its cash and cash equivalents, tenant receivables, notes receivable, restricted cash and escrows, accounts payable and accrued expenses, interest rate swap agreements, and debt to meet the definition of financial instruments. The following table sets forth the carrying and estimated fair value for each of Piedmont’s financial instruments, as well as its level within the GAAP fair value hierarchy, as of December 31, 2024 and 2023, respectively (in thousands):
| December 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Financial Instrument | Carrying Value | EstimatedFair Value | Level Within Fair Value Hierarchy | Carrying Value | EstimatedFair Value | Level Within Fair Value Hierarchy |
| Assets: | ||||||
| Cash and cash equivalents (1) | $109,637 | $109,637 | Level 1 | $825 | $825 | Level 1 |
| Tenant receivables, net (1) | $5,524 | $5,524 | Level 1 | $7,915 | $7,915 | Level 1 |
| Restricted cash and escrows (1) | $4,245 | $4,245 | Level 1 | $3,381 | $3,381 | Level 1 |
| Interest rate swaps | $671 | $671 | Level 2 | $3,032 | $3,032 | Level 2 |
| Liabilities: | ||||||
| Accounts payable and accrued expenses (1) | $51,035 | $51,035 | Level 1 | $49,706 | $49,706 | Level 1 |
| Interest rate swaps | $8 | $8 | Level 2 | $— | $— | Level 2 |
| Debt, net | $2,222,346 | $2,238,531 | Level 2 | $2,054,596 | $1,953,447 | Level 2 |
(1)For the periods presented, the carrying value of these financial instruments approximates estimated fair value due to their short-term maturity.
Piedmont's debt was carried at book value as of December 31, 2024 and 2023; however, Piedmont's estimate of its fair value is disclosed in the table above. Piedmont uses widely accepted valuation techniques including discounted cash flow analysis based on the contractual terms of the debt facilities, including the period to maturity of each instrument, and uses observable market-based inputs for similar debt facilities which have transacted recently in the market. Therefore, the estimated fair values determined are considered to be based on significant other observable inputs (Level 2). Scaling adjustments are made to these inputs to make them applicable to the remaining life of Piedmont's outstanding debt. Piedmont has not changed its valuation technique for estimating the fair value of its debt.
Piedmont’s interest rate swap agreements presented above, and as further discussed in Note 4, are classified as “Interest rate swaps” in the accompanying consolidated balance sheets and were carried at estimated fair value as of December 31, 2024 and 2023. The valuation of these derivative instruments was determined using widely accepted valuation techniques including discounted cash flow analysis based on the contractual terms of the derivatives, including the period to maturity of each instrument, and uses observable market-based inputs, including interest rate curves and implied volatilities. Therefore, the estimated fair values determined are considered to be based on significant other observable inputs (Level 2). In addition, Piedmont considered both its own and the respective counterparties’ risk of nonperformance in determining the estimated fair value of its derivative financial instruments by estimating the current and potential future exposure under the derivative financial instruments as of the valuation date. The credit risk of Piedmont and its counterparties was factored into the calculation of the estimated fair value of the interest rate swaps; however, as of December 31, 2024 and 2023, this credit valuation adjustment did not comprise a material portion of the estimated fair value. Therefore, Piedmont believes that any unobservable inputs used to determine the estimated fair values of its derivative financial instruments are not significant to the fair value measurements in their entirety, and does not consider any of its derivatives to be Level 3 financial instruments.
- Impairment Charges
Goodwill Impairment Charges
During the years ended December 31, 2023 and 2022, Piedmont considered the decline in its stock price to be an indicator of impairment and performed several interim impairment assessments of its goodwill balance. These assessments involved comparing the estimated fair value of each of its reporting units (see Note 14) to the reporting unit’s carrying value, inclusive of the goodwill balance allocated to the reporting unit. Estimation of the fair value of each reporting unit involved the projection of discounted future cash flows using certain assumptions that are subjective in nature, including assumptions regarding future market rental rates and the number of months it may take to re-lease a property subsequent to the expiration of current lease agreements, as well as future property operating expenses, among other factors.
Based on the interim impairment assessments performed during the years ended December 31, 2023 and 2022, Piedmont determined that the carrying values of its Boston, Minneapolis, New York, and Northern Virginia/Washington D.C. reporting units (inclusive of each segment's assigned goodwill balance) exceeded the estimated fair value of each respective reporting unit and recorded goodwill impairment charges of approximately $29.4 million and $16.0 million, respectively, in the accompanying consolidated statement of operations. As the carrying value (inclusive of the assigned goodwill balance) of the Boston, Minneapolis, and Northern Virginia/Washington D.C. reporting units exceeded the estimated fair value of each respective reporting unit by an amount greater than the goodwill balance assigned to each unit, the charges for the Boston, Minneapolis, and Northern Virginia/Washington D.C. reporting units were equal to the goodwill balance that had been assigned to each segment. As this was not the case for the New York segment, the charge related to the New York reporting unit, was calculated based on the amount by which the carrying amount of the New York segment (inclusive of the assigned goodwill balance) exceeded the fair value of the New York reporting unit.
The fair value measurements used in the evaluations described above are considered to be Level 3 valuations within the fair value hierarchy as defined by GAAP as the measurements involve projections of discounted future cash flows, which are derived from unobservable assumptions, the most subjective of which are capitalization rates and discount rates for each respective reporting unit. The ranges of discount rates and the capitalization rate used for each segment in the above analyses, at the respective time the analyses were performed, were as follows:
| Range of Discount Rates · Range of Capitalization Rates | |||||
|---|---|---|---|---|---|
| Reporting Unit | Valuation Date | Low | High | Low | High |
| Boston | December 31, 2023 | 8.25% | 9.75% | 8.25% | 9.00% |
| Minneapolis | September 30, 2023 | 8.50% | 9.25% | 8.50% | 9.00% |
| New York | December 31, 2023 | 9.50% | 9.50% | 9.00% | 9.00% |
| Northern Virginia/Washington D.C. | December 31, 2022 | 8.50% | 9.50% | 8.25% | 9.25% |
Real Estate Asset Impairment Charges
Piedmont recorded the following real estate asset impairment charges for the years ended December 31, 2024, 2023, and 2022 (in thousands):
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| One Lincoln Park | $932 | $— | $— |
| 750 West John Carpenter Freeway | 17,500 | — | — |
| 80 and 90 Central Street | 10,000 | — | — |
| 161 Corporate Center | 5,400 | — | — |
| 9320 Excelsior Boulevard | — | — | 10,000 |
| Total impairment charge on real estate assets | $33,832 | $— | $10,000 |
Management shortened the intended hold period for each of the above buildings and in doing so, determined that the carrying value would not be recovered from the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. As a result, Piedmont recognized an impairment charge calculated as the difference between the carrying value of the asset and the estimated fair value. The estimated fair values were determined based on a negotiated potential selling prices with unrelated, third-party purchasers for each respective building. The fair value measurements used in the evaluation of the non-financial assets above are considered to be Level 1 valuations within the fair value hierarchy as defined by GAAP, as there are direct observations and transactions involving the assets by unrelated, third-party purchasers. The One Lincoln Park building and 750 West John Carpenter Freeway building were subsequently sold during the year ended December 31, 2024 (see Note 11 for further details).
- Commitments and Contingencies
Commitments Under Existing Lease Agreements
As a recurring part of its business, Piedmont is typically required under its executed lease agreements to fund tenant improvements, leasing commissions, and building improvements. In addition, certain agreements contain provisions that require Piedmont to issue corporate or property guarantees to provide funding for capital improvements or other financial obligations. As of December 31, 2024, Piedmont hadtwo individually significant unrecorded tenant allowance commitment greater than $10 million. These commitments will be capitalized as the related expenditures are incurred.
Contingencies Related to Tenant Audits/Disputes
Certain lease agreements include provisions that grant tenants the right to engage independent auditors to audit their annual operating expense reconciliations. Such audits may result in different interpretations of language in the lease agreements from that made by Piedmont, which could result in requests for refunds of previously recognized tenant reimbursement revenues, resulting in financial loss to Piedmont. There wereno such reductions during the three years ended December 31, 2024.
Litigation
Piedmont is from time to time a party to legal proceedings, which arise in the ordinary course of its business. None of these ordinary course legal proceedings are reasonably likely to have a material adverse effect on results of operations or financial condition. Piedmont is not aware of any such legal proceedings contemplated by governmental authorities.
- Stock Based Compensation
Annually, the Compensation Committee of Piedmont's Board of Directors has granted deferred stock award units to certain employees at its discretion. Employee awards typically vest ratably over three orfour years. In addition, Piedmont's independent directors receive an annual grant of deferred stock award units for services rendered and such awards vest over aone year service period.
Certain management employees' long-term equity incentive program is allocated between the deferred stock award units described above and a multi-year performance share program whereby actual awards are contingent upon Piedmont's total stockholder return ("TSR") performance relative to the TSR of a peer group of office REITs. The target incentives for these employees, as well as the peer group to be used for comparative purposes, are predetermined by the board of directors, based on advice given by a third-party compensation consultant. The number of shares earned, if any, are determined at the end of the multi-year performance period (or upon termination) and vest immediately. In the event that a participant's employment is terminated prior to the end of the multi-year period, in certain circumstances the participant may be entitled to a pro-rated award based on Piedmont's TSR relative performance as of the termination date. The grant date fair value of the multi-year performance share awards is estimated using the Monte Carlo valuation method and is recognized ratably over the performance period.
A roll forward of Piedmont's equity based award activity for the year ended December 31, 2024 is as follows:
| Shares | Weighted-Average Grant Date Fair Value | |
|---|---|---|
| Unvested and Potential Stock Awards as of December 31, 2023 | 1,094,297 | $11.35 |
| Deferred Stock Awards Granted | 1,026,709 | $7.89 |
| Performance Stock Awards Granted | 641,985 | $7.64 |
| Change in Estimated Potential Share Awards based on TSR Performance | 879,126 | $10.08 |
| Performance Stock Awards Vested | (5,734) | $15.40 |
| Deferred Stock Awards Vested | (600,283) | $10.39 |
| Deferred Stock Awards Forfeited | (17,665) | $11.06 |
| Unvested and Potential Stock Awards as of December 31, 2024 | 3,018,435 | $9.20 |
The following table provides additional information regarding stock award activity during the years ended 2024, 2023, and 2022 (in thousands except for per share amounts):
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Weighted-Average Grant Date Fair Value per share of Deferred Stock Granted During the Period | $7.89 | $9.60 | $16.30 |
| Total Grant Date Fair Value of Deferred Stock VestedDuring the Period | $6,235 | $5,448 | $6,414 |
| Share-based Liability Awards Paid During the Period (1) | $— | $— | $5,481 |
(1)Amounts reflect the issuance of performance share awards related to the 2019-21 Performance Share Plan during the year ended December 31, 2022.
A detail of Piedmont’s outstanding stock awards and programs as of December 31, 2024 is as follows:
| Date of grant · Type of Award · Net SharesGranted (1) · GrantDate FairValue · Vesting Schedule · Unvested and Potential Shares as of December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| February 10, 2022 | Deferred Stock Award | 139,831 | $16.85 | Of the shares granted, 25% vested on the date of grant, and 25% vested or will vest on February 10, 2023, 2023, and 2025, respectively. | 41,152 | |
| February 17, 2022 | Fiscal Year 2022-2024 Performance Share Program | — | $17.77 | Shares awarded, if any, will vest immediately upon determination of award in 2025. | 133,022 | (2) |
| February 13, 2023 | Deferred Stock Award | 331,069 | $10.55 | Of the shares granted, 25% vested on the date of grant, and 25% vested or will vest on February 13, 2024, 2025, 2026, respectively. | 172,643 | |
| February 23, 2023 | Fiscal Year 2023-2025 Performance Share Program | — | $12.37 | Shares awarded, if any, will vest immediately upon determination of award in 2026. | 354,139 | (2) |
| February 23, 2023 | Deferred Stock Award | 352,523 | $9.47 | Of the shares granted, 25% vested or will vest on February 23, 2024, 2025, 2026, and 2027 respectively. | 250,044 | |
| February 20, 2024 | Fiscal Year 2024-2026 Performance Share Program | — | $7.64 | Shares awarded, if any, will vest immediately upon determination of award in 2027. | 1,119,352 | (2) |
| February 20, 2024 | Deferred Stock Award | 520,002 | $6.55 | Of the shares granted, 25% vested or will vest on February 23, 2024, 2025, 2026, and 2027 respectively. | 479,048 | |
| May 7, 2024 | Deferred Stock Award-Board of Directors | 86,328 | $6.95 | Of the shares granted, 100% will vest on the earlier of the 2025 Annual Meeting or May 7, 2025. | 86,328 | |
| October 1, 2024 | Deferred Stock Award | 60,606 | $9.90 | Of the shares granted, 25% vested or will vest on October 1, 2025, 2026, 2027, and 2028 respectively. | 60,606 | |
| October 28, 2024 | Deferred Stock Award | 322,101 | $10.09 | Of the shares granted, 100% will vest on October 28, 2029. | 322,101 | |
| Total | 3,018,435 | |||||
(1)Amounts reflect the total original grant to employees and independent directors, net of shares surrendered upon vesting to satisfy required minimum tax withholding obligations through December 31, 2024.
(2)Estimated based on Piedmont's cumulative TSR for the respective performance period through December 31, 2024. Share estimates are subject to change in future periods based upon Piedmont's relative TSR performance compared to its peer group of office REITs.
During the years ended December 31, 2024, 2023, and 2022, Piedmont recognized approximately $8.4 million, $8.1 million and $8.8 million of compensation expense related to stock awards, of which approximately $8.4 million, $8.1 million and $7.7 million related to the amortization of unvested and potential stock awards and the fair value adjustment for liability awards, respectively. During the year ended December 31, 2024, a total of 367,740 shares (net of shares surrendered upon vesting to satisfy required minimum tax withholding obligations) were issued to employees and independent directors. As of December 31, 2024, approximately $13.7 million of unrecognized compensation cost related to unvested and potential stock awards remained, which Piedmont will record in its consolidated statements of operations over a weighted-average vesting period of approximatelytwo years.
- Earnings Per Share
As Piedmont recognized a net loss for the years ended December 31, 2024 and 2023, earnings per share is computed using basic weighted-average common shares outstanding. For the year ended December 31, 2022, Piedmont calculated incremental weighted-average shares from time-vested deferred and performance stock awards of 172,694 shares. Unvested and potential stock awards which are determined to be anti-dilutive are not included in the calculation of diluted weighted average common shares. For the year ended December 31, 2022, Piedmont calculated and excluded 421,005 weighted average outstanding anti-dilutive.
The following table reconciles the denominator for the basic and diluted earnings per share computations shown on the consolidated statements of income for the years ended December 31, 2024, 2023, and 2022, respectively (in thousands):
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Weighted-average common shares—basic | 123,939 | 123,659 | 123,351 |
| Plus: Incremental weighted-average shares from time-vested deferred and performance stock awards | — | — | 173 |
| Weighted-average common shares—diluted | 123,939 | 123,659 | 123,524 |
- Operating Leases
Piedmont’s real estate assets are leased to tenants under operating leases for which the terms vary, including certain provisions to extend the lease term, options for early terminations subject to specified penalties, and other terms and conditions as negotiated. Piedmont retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Amounts required as security deposits vary depending upon the terms of the respective leases and the creditworthiness of the tenant; however, generally they are not significant. Exposure to credit risk exists to the extent that tenant receivables exceed this amount. Security deposits liabilities related to tenant leases are included in accounts payable, accrued expenses, and accrued capital expenditures in the accompanying consolidated balance sheets.
The future minimum rental income from Piedmont’s investment in real estate assets under non-cancelable operating leases as of December 31, 2024 is presented below (in thousands):
| Years ending December 31: | |
|---|---|
| 2025 | $411,411 |
| 2026 | 398,353 |
| 2027 | 365,935 |
| 2028 | 329,755 |
| 2029 | 292,349 |
| Thereafter | 1,173,486 |
| Total | $2,971,289 |
Piedmont recognized the following fixed and variable lease payments, which together comprised rental and tenant reimbursement revenue in the accompanying consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022, respectively, as follows (in thousands):
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Fixed payments | $445,456 | $454,405 | $451,403 |
| Variable payments | 98,608 | 100,908 | 94,338 |
| Total Rental and Tenant Reimbursement Revenue | $544,064 | $555,313 | $545,741 |
- Property Dispositions and Assets Held for Sale
The following properties were sold during the years ended December 31, 2024, 2023, and 2022, respectively (in thousands):
| Buildings Sold · Location / Reportable Segment · Date of Sale · Gain/(Loss) on Sale of Real Estate Assets · Net Sales Proceeds | |||||
|---|---|---|---|---|---|
| Two Pierce Place | Itasca, Illinois / Other | January 25, 2022 | $1,741 | $24,272 | |
| 225 and 235 Presidential Way | Boston, Massachusetts / Boston | January 28, 2022 | $49,218 | $119,609 | |
| Cambridge Portfolio (1) | Cambridge, Massachusetts / Boston | December 2022 | $102,570 | $155,307 | (2) |
| One Lincoln Park | Dallas, Texas / Dallas | March 20, 2024 | $— | $53,308 | |
| 750 West John Carpenter Freeway | Irving, Texas / Dallas | July 23, 2024 | $(445) | $21,584 | |
(1)The Cambridge Portfolio is comprised of the One Brattle Square building and the 1414 Massachusetts Avenue building in Cambridge, Massachusetts. The closing date for One Brattle Square was December 13, 2022, and the sale of 1414 Massachusetts Avenue closed on December 20, 2022.
(2)During the year ended December 31, 2023, Piedmont recorded additional gain on sale as a result of receiving$1.9 million in previously escrowed sales proceeds.
The 750 West John Carpenter Freeway building, which was assigned to the Dallas geographic reportable segment, was under a binding contract and met the criteria for held for sale classification as of June 30, 2024, and the assets of the property were presented as held for sale as of December 31, 2023 for comparability purposes. Details of such amounts as of December 31, 2023 are presented as follows (in thousands):
| December 31, 2023 | |
|---|---|
| Real estate assets held for sale, net: | |
| Land | $7,860 |
| Building and improvements, less accumulated depreciation of $7,376 as of December 31, 2023 | 27,616 |
| Construction in progress | 727 |
| Total real estate assets held for sale, net | $36,203 |
| Other assets held for sale, net: | |
| Straight-line rent receivables | $983 |
| Prepaid expenses and other assets | 908 |
| Deferred lease costs, less accumulated amortization of $666 as of December 31, 2023 | 1,322 |
| Total other assets held for sale, net | $3,213 |
- Supplemental Disclosures for the Statement of Consolidated Cash Flows
Certain noncash investing and financing activities for the years ended December 31, 2024, 2023, and 2022 (in thousands) are outlined below:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Tenant improvements funded by tenants | $15,999 | $33,472 | $2,961 |
| Accrued capital expenditures and deferred lease costs | $28,915 | $28,173 | $24,379 |
| Change in accrued dividends | $154 | $(10,215) | $(691) |
| Change in accrued deferred financing costs | $(232) | $(189) | $44 |
The following table provides a reconciliation of cash, cash equivalents, and restricted cash and escrows as presented in the accompanying consolidated statements of cash flows for the years ended December 31, 2024, 2023, and 2022 to the consolidated balance sheets for the respective period (in thousands):
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Cash and cash equivalents, beginning of period | $825 | $16,536 | $7,419 |
| Restricted cash and escrows, beginning of period | 3,381 | 3,064 | 1,441 |
| Total cash, cash equivalents, and restricted cash and escrows as presented in the accompanying consolidated statement of cash flows, beginning of period | $4,206 | $19,600 | $8,860 |
| Cash and cash equivalents, end of period | $109,637 | $825 | $16,536 |
| Restricted cash and escrows, end of period | 4,245 | 3,381 | 3,064 |
| Total cash, cash equivalents, and restricted cash and escrows as presented in the accompanying consolidated statement of cash flows, end of period | $113,882 | $4,206 | $19,600 |
Amounts in restricted cash and escrows typically represent: escrow accounts required for future property repairs; escrow accounts for the payment of real estate taxes as required under certain of Piedmont's debt agreements; earnest money deposited by a buyer to secure the purchase of one of Piedmont's properties; or security or utility deposits held for tenants as a condition of their lease agreement.
- Income Taxes
Piedmont’s income tax basis net income/(loss) for the years ended December 31, 2024, 2023, and 2022, is calculated as follows (in thousands):
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| GAAP basis financial statement net income/(loss) | $(79,069) | $(48,387) | $146,830 |
| Increase/(decrease) in net income/(loss) resulting from: | |||
| Depreciation and amortization expense recognized for financial reporting purposes in excess of amounts recognized for income tax purposes | 80,822 | 93,791 | 96,694 |
| Rental income accrued for income tax purposes less than amounts for financial reporting purposes | (23,049) | (18,817) | (26,211) |
| Net amortization of above/below-market lease intangibles for income tax purposes in excess of amounts for financial reporting purposes | (9,266) | (12,049) | (13,022) |
| Gain on disposal of property for financial reporting purposes in excess of amounts for income tax purposes | (20,087) | — | (137,871) |
| Taxable income of Piedmont Washington Properties, Inc., in excess of amount for financial reporting purposes | 4,771 | 6,212 | 3,111 |
| Other expenses, including impairment charges, for financial reporting purposes in excess of amounts for income tax purposes | 42,606 | 40,173 | 30,310 |
| Taxable income for POH in excess of amount for financial reporting purposes | 49 | 61 | — |
| Income tax basis net income/(loss), prior to dividends paid deduction | $(3,223) | $60,984 | $99,841 |
For income tax purposes, dividends to common stockholders are characterized as ordinary income, capital gains, or as a return of a stockholder’s invested capital. The composition of Piedmont’s distributions per common share is presented below:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Ordinary income | —% | 63.22% | 82.85% |
| Return of capital | 100% | 34.69% | 3.79% |
| Capital gains | —% | 2.09% | 13.36% |
| 100% | 100% | 100% |
Piedmont hadno uncertain tax positions as of December 31, 2024 or 2023.
- Segment Information
Piedmont's President and Chief Executive Officer has been identified as Piedmont's CODM, as defined by GAAP. The CODM evaluates Piedmont's portfolio and assesses the ongoing operations and performance of its projects utilizing the following geographic segments: Atlanta, Dallas, Orlando, Northern Virginia/Washington, D.C., Minneapolis, New York, and Boston. These operating segments are also Piedmont’s reportable segments. As of December 31, 2024, Piedmont also ownedtwo properties in Houston that do not meet the definition of an operating or reportable segment as the CODM does not regularly review these properties for purposes of allocating resources or assessing performance. Further, Piedmont does not maintain a significant presence nor anticipate further investment in this market. Thesetwo properties are the primary contributors to accrual-based net operating income ("NOI") included in "Other" below. During the periods presented, there have been no material inter segment transactions. The accounting policies of the reportable segments are the same as Piedmont's accounting policies.
Accrual-based net operating income ("NOI") by geographic segment is the primary performance measure reviewed by Piedmont's CODM to assess operating performance and consists only of revenues and expenses directly related to real estate rental operations. NOI is calculated by deducting property operating costs and other segment items from lease revenues and other property related income. Other segment items consist primarily of allocated costs and salaries which are recognized at the respective properties and eliminated in the preparation of consolidated financial statements. NOI reflects property acquisitions and dispositions, occupancy levels, rental rate increases or decreases, and the recoverability of operating expenses. Piedmont's calculation of NOI may not be directly comparable to similarly titled measures calculated by other REITs.
Asset value information and capital expenditures by segment are not reported because the CODM does not use these measures to assess performance.
The following table presents accrual-based revenues, expenses, and other segment items included in NOI by geographic reportable segment for the year ended December 31, 2024 (in thousands):
| Total Revenues | Property Operating Costs | Other Segment Items | NOI | |
|---|---|---|---|---|
| Atlanta | $172,129 | $63,211 | $1,797 | $110,715 |
| Dallas | 108,266 | 46,352 | 418 | 62,332 |
| Orlando | 59,542 | 25,836 | 154 | 33,860 |
| Northern Virginia/Washington, D.C. | 58,846 | 25,418 | 658 | 34,086 |
| Minneapolis | 48,578 | 25,655 | 630 | 23,553 |
| New York | 55,916 | 25,796 | 80 | 30,200 |
| Boston | 45,766 | 17,512 | 42 | 28,296 |
| Total reportable segments | 549,043 | 229,780 | 3,779 | 323,042 |
| Other | 21,281 | 4,344 | (4,439) | 12,498 |
| Totals | $570,324 | $234,124 | $(660) | $335,540 |
The following table presents accrual-based revenues, expenses, and other segment items included in NOI by geographic reportable segment for the year ended December 31, 2023 (in thousands):
| Total Revenues | Property Operating Costs | Other Segment Items | NOI | |
|---|---|---|---|---|
| Atlanta | $161,310 | $59,232 | $1,396 | $103,474 |
| Dallas | 111,592 | 47,574 | 548 | 64,566 |
| Orlando | 61,688 | 25,110 | 61 | 36,639 |
| Northern Virginia/Washington, D.C. | 60,324 | 24,902 | 911 | 36,333 |
| Minneapolis | 63,713 | 30,954 | 543 | 33,302 |
| New York | 54,040 | 24,764 | 81 | 29,357 |
| Boston | 42,847 | 17,181 | 39 | 25,705 |
| Total reportable segments | 555,514 | 229,717 | 3,579 | 329,376 |
| Other | 22,242 | 5,374 | (3,899) | 12,969 |
| Totals | $577,756 | $235,091 | $(320) | $342,345 |
The following table presents accrual-based revenues, expenses, and other segment items included in NOI by geographic reportable segment for the year ended December 31, 2022 (in thousands):
| Total Revenues | Property Operating Costs | Other Segment Items | NOI | |
|---|---|---|---|---|
| Atlanta | $131,230 | $49,192 | $840 | $82,878 |
| Dallas | 109,298 | 47,409 | 555 | 62,444 |
| Orlando | 58,203 | 22,938 | 62 | 35,327 |
| Northern Virginia/Washington, D.C. | 63,534 | 24,637 | 1,097 | 39,994 |
| Minneapolis | 61,530 | 30,166 | 522 | 31,886 |
| New York | 56,189 | 25,014 | 77 | 31,252 |
| Boston | 59,212 | 20,185 | 74 | 39,101 |
| Total reportable segments | 539,196 | 219,541 | 3,227 | 322,882 |
| Other | 24,570 | 6,517 | (3,368) | 14,685 |
| Totals | $563,766 | $226,058 | $(141) | $337,567 |
A reconciliation of Net income/(loss) applicable to Piedmont to NOI is presented below (in thousands):
| Years Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Net income/(loss) applicable to Piedmont | $(79,069) | $(48,387) | $146,830 |
| Management fee revenue (1) | (1,091) | (1,004) | (1,004) |
| Depreciation and amortization | 226,540 | 236,214 | 224,553 |
| Impairment charges | 33,832 | 29,446 | 25,981 |
| General and administrative expenses | 35,423 | 29,190 | 29,127 |
| Interest expense | 122,984 | 101,258 | 65,656 |
| Other income | (3,915) | (3,256) | (1,847) |
| Loss on early extinguishment of debt | 386 | 820 | — |
| Gain on sale of real estate assets | 445 | (1,946) | (151,729) |
| Net loss applicable to noncontrolling interests | 5 | 10 | — |
| NOI | $335,540 | $342,345 | $337,567 |
(1)Presented net of related operating expenses incurred to earn such management fee revenue. Such operating expenses are a component of property operating costs in the accompanying consolidated statements of operations.
- Subsequent Events
Refinancing Activity
On February 13, 2025, Piedmont amended the $200 Million Unsecured 2024 Term Loan to increase the principal amount by $125 million to a total of $325 million principal amount outstanding and to addtwo six-month extension options for a final maturity date of January 29, 2028, provided Piedmont is not then in default and upon payment of extension fees. The net proceeds from the increased principal and Piedmont's line of credit, along with cash on hand, were used to repay the $250 Million Unsecured 2018 Term Loan that was scheduled to mature in March of 2025.
Additionally, Piedmont also recast the $600 Million Unsecured 2022 Line of Credit to extend the maturity date to June 30, 2028, withtwo additionalone-year extension options, for a final maturity date of June 30, 2030, provided Piedmont is not then in default and upon payment of extension fees.
Declaration of Dividend for the First Quarter 2025
On February 3, 2025, the board of directors declared a dividend for the first quarter 2025 in the amount of $0.125 per share on its common stock to stockholders of record as of the close of business on February 21, 2025, payable on March 14, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.