Brandywine Realty Trust and Brandywine Operating Partnership, L.P.
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2009

or

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number

001-9106 (Brandywine Realty Trust)

000-24407 (Brandywine Operating Partnership, L.P.)

 

 

Brandywine Realty Trust

Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

MARYLAND (Brandywine Realty Trust)

DELAWARE (Brandywine Operating Partnership L.P.)

 

23-2413352

23-2862640

(State or other jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

555 East Lancaster Avenue

Radnor, Pennsylvania

  19087
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (610) 325-5600

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Brandywine Realty Trust    Yes  x    No  ¨
Brandywine Operating Partnership, L.P.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Brandywine Realty Trust    Yes  ¨    No  ¨
Brandywine Operating Partnership, L.P.    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, or a non-accelerated filer. See definitions of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Brandywine Realty Trust:

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

Brandywine Operating Partnership, L.P.:

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Brandywine Realty Trust    Yes  ¨    No  x
Brandywine Operating Partnership, L.P.    Yes  ¨    No  x

A total of 128,582,334 Common Shares of Beneficial Interest, par value $0.01 per share, were outstanding as of November 4, 2009.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

          Page
   PART I - FINANCIAL INFORMATION   
   Brandywine Realty Trust   
Item 1.   

Financial Statements (unaudited)

  
  

Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008

   3
  

Consolidated Statements of Operations for the three- and nine-month periods ended September 30, 2009 and 2008

   4
  

Consolidated Statements of Other Comprehensive Income for the three- and nine-month periods ended September 30, 2009 and 2008

   5
  

Consolidated Statements of Equity for the nine-month periods ended September 30, 2009 and 2008

   6
  

Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2009 and 2008

   7
  

Notes to Unaudited Consolidated Financial Statements

   8
  

Brandywine Operating Partnership, L.P.

  
Item 1.   

Financial Statements (unaudited)

  
  

Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008

   39
  

Consolidated Statements of Operations for the three-and nine- month periods ended September 30, 2009 and 2008

   40
  

Consolidated Statements of Other Comprehensive Income for the three- and nine-month periods ended September 30, 2009 and 2008

   41
  

Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2009 and 2008

   42
  

Notes to Unaudited Consolidated Financial Statements

   43
Item 2.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   73
Item 3.   

Quantitative and Qualitative Disclosures about Market Risk

   95
Item 4.   

Controls and Procedures

   95
   PART II - OTHER INFORMATION   
Item 1.   

Legal Proceedings

   96
Item 1A.   

Risk Factors

   96
Item 2.   

Unregistered Sales of Equity Securities and Use of Proceeds

   96
Item 3.   

Defaults Upon Senior Securities

   96
Item 4.   

Submission of Matters to a Vote of Security Holders

   96
Item 5.   

Other Information

   96
Item 6.   

Exhibits

   96
  

Signatures

   98

Filing Format

This combined Form 10-Q is being filed separately by Brandywine Realty Trust and Brandywine Operating Partnership, L.P.

 

2


Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

BRANDYWINE REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share information)

 

     September 30,
2009
    December 31,
2008 (as adjusted)
 

ASSETS

    

Real estate investments:

    

Rental properties

   $ 4,513,378      $ 4,608,320   

Accumulated depreciation

     (695,870     (639,688
                

Operating real estate investments, net

     3,817,508        3,968,632   

Construction-in-progress

     229,259        122,219   

Land inventory

     97,390        100,516   
                

Total real estate investments, net

     4,144,157        4,191,367   

Cash and cash equivalents

     3,296        3,924   

Cash in escrow

     —          31,385   

Accounts receivable, net

     7,282        11,762   

Accrued rent receivable, net

     85,708        86,362   

Asset held for sale, net

     74,006        —     

Investment in real estate ventures, at equity

     75,929        71,028   

Deferred costs, net

     109,503        89,327   

Intangible assets, net

     114,080        145,757   

Notes receivable

     49,114        48,048   

Other assets

     58,227        59,008   
                

Total assets

   $ 4,721,302      $ 4,737,968   
                

LIABILITIES AND BENEFICIARIES’ EQUITY

    

Mortgage notes payable

   $ 554,616      $ 487,525   

Borrowing under credit facilities

     —          153,000   

Unsecured term loan

     183,000        183,000   

Unsecured senior notes, net of discounts

     1,771,903        1,917,970   

Accounts payable and accrued expenses

     96,877        74,824   

Distributions payable

     15,238        29,288   

Tenant security deposits and deferred rents

     52,012        58,692   

Acquired below market leases, net

     39,639        47,626   

Other liabilities

     61,539        63,545   

Liabilities related to assets held for sale

     666        —     
                

Total liabilities

     2,775,490        3,015,470   

Commitments and contingencies (Note 15)

    

Brandywine Realty Trust’s equity:

    

Preferred Shares (shares authorized-20,000,000):

    

7.50% Series C Preferred Shares, $0.01 par value; issued and outstanding- 2,000,000 in 2009 and 2008

     20        20   

7.375% Series D Preferred Shares, $0.01 par value; issued and outstanding- 2,300,000 in 2008 and 2008

     23        23   

Common Shares of Brandywine Realty Trust’s beneficial interest, $0.01 par value; shares authorized 200,000,000; 128,849,176 and 88,610,053 issued in 2009 and 2008, respectively and 128,582,334 and 88,158,937 outstanding in 2009 and 2008, respectively

     1,286        882   

Additional paid-in capital

     2,609,212        2,351,428   

Deferred compensation payable in common stock

     5,549        6,274   

Common shares in treasury, at cost, 266,842 and 451,116 in 2009 and 2008, respectively

     (7,893     (14,121

Common shares in grantor trust, 255,700 in 2009 and 215,742 in 2008

     (5,549     (6,274

Cumulative earnings

     505,468        498,716   

Accumulated other comprehensive loss

     (10,349     (17,005

Cumulative distributions

     (1,191,352     (1,150,406
                

Total Brandywine Realty Trust’s equity

     1,906,415        1,669,537   

Non-controlling interests

     39,397        52,961   
                

Total equity

     1,945,812        1,722,498   
                

Total liabilities and equity

   $ 4,721,302      $ 4,737,968   
                

The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except share and per share information)

 

     For the three-month periods ended
September 30,
    For the nine-month periods ended
September 30,
 
     2009     2008 (as adjusted)     2009     2008 (as adjusted)  

Revenue:

        

Rents

   $ 119,599      $ 120,285      $ 359,513      $ 362,342   

Tenant reimbursements

     19,164        18,553        56,853        55,920   

Termination fees

     1,764        338        2,840        4,462   

Third Party management fees, labor reimbursement and leasing

     5,194        4,390        14,055        15,239   

Other

     872        772        2,323        2,348   
                                

Total revenue

     146,593        144,338        435,584        440,311   

Operating Expenses:

        

Property operating expenses

     40,050        39,143        122,857        118,032   

Real estate taxes

     14,248        14,522        43,059        44,376   

Third party management expenses

     2,256        1,790        6,339        6,417   

Depreciation and amortization

     51,422        50,019        155,852        151,627   

General & administrative expenses

     5,018        6,863        15,491        17,902   
                                

Total operating expenses

     112,994        112,337        343,598        338,354   
                                

Operating income

     33,599        32,001        91,986        101,957   

Other Income (Expense):

        

Interest income

     473        221        1,695        603   

Interest expense

     (31,455     (36,037     (102,045     (109,822

Amortization of deferred financing costs

     (1,579     (1,092     (4,725     (3,798

Recognized hedge activity

     (1,517     —          (1,822     —     

Equity in income of real estate ventures

     1,331        1,059        3,450        3,838   

Net gain (loss) on disposition of undepreciated real estate

     —          —          —          (24

Gain on early extinguishment of debt

     5,073        —          23,724        3,106   
                                

Income (loss) from continuing operations

     5,925        (3,848     12,263        (4,140

Discontinued operations:

        

Income from discontinued operations

     1,390        5,594        4,690        13,145   

Net gain (loss) on disposition of discontinued operations

     (6     —          (1,037     21,401   

Provision for impairment

     —          —          (3,700     (6,850
                                

Total discontinued operations

     1,384        5,594        (47     27,696   
                                

Net income

     7,309        1,746        12,216        23,556   

Net (income) loss from discontinued operations attributable to non-controlling interests

     (30     (202     14        (1,094

Net (income) loss from continuing operations attributable to non-controlling interests

     (131     153        (248     217   
                                

Net (income) attributable to non-controlling interests

     (161     (49     (234     (877
                                

Net income attributable to Brandywine Realty Trust

     7,148        1,697        11,982        22,679   

Distribution to Preferred Shares

     (1,998     (1,998     (5,994     (5,994

Amount allocated to unvested restricted shareholders

     (73     (226     (183     (620
                                

Income (loss) allocated to Common Shares

   $ 5,077      $ (527   $ 5,805      $ 16,065   
                                

Basic earnings (loss) per Common Share:

        

Continuing operations

   $ 0.03      $ (0.07   $ 0.05      $ (0.12

Discontinued operations

     0.01        0.06        (0.00     0.30   
                                
   $ 0.04      $ (0.01   $ 0.05      $ 0.18   
                                

Diluted earnings (loss) per Common Share:

        

Continuing operations

   $ 0.03      $ (0.07   $ 0.05      $ (0.12

Discontinued operations

     0.01        0.06        (0.00     0.30   
                                
   $ 0.04      $ (0.01   $ 0.05      $ 0.18   
                                

Dividends declared per Common Share

   $ 0.10      $ 0.44      $ 0.50      $ 1.32   

Basic weighted average shares outstanding

     128,582,498        87,695,892        106,273,509        87,423,108   

Diluted weighted average shares outstanding

     129,926,110        87,695,892        107,206,551        87,437,133   

Net (loss) income attributable to Brandywine Realty Trust

        

Income (loss) from continuing operations

   $ 5,794      $ (3,695   $ 12,015      $ (3,923

Income (loss) from discontinued operations

     1,354        5,392        (33     26,602   
                                

Net income

   $ 7,148      $ 1,697      $ 11,982      $ 22,679   
                                

The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

(unaudited, in thousands)

 

     For the three-month periods ended
September 30,
    For the nine-month periods ended
September 30,
 
     2009     2008 (as adjusted)     2009     2008 (as adjusted)  

Net income

   $ 7,309      $ 1,746      $ 12,216      $ 23,556   

Other comprehensive income (loss):

        

Unrealized gain (loss) on derivative financial instruments

     328        (1,664     6,399        (1,139

Reclassification of realized (gains) losses on derivative financial instruments to operations, net

     (20     (20     (60     (60

Unrealized gain on available-for-sale securities

     —          —          —          248   
                                

Total other comprehensive income (loss)

     308        (1,684     6,339        (951
                                

Comprehensive income

   $ 7,617      $ 62      $ 18,555      $ 22,605   
                                

Comprehensive (income) loss attributable to non-controlling interest

     (168     (49     83        (877
                                

Comprehensive income attributable to Brandywine Realty Trust

   $ 7,449      $ 13      $ 18,638      $ 21,728   
                                

The accompanying notes are an integral part of these consolidated financial statements.

 

5


Table of Contents

CONSOLIDATED STATEMENTS OF EQUITY

For the Nine-Month Periods Ended September 30, 2009 and 2008

(unaudited, in thousands, except number of shares)

September 30, 2009

 

    Number of
Preferred
C Shares
  Par Value of
Preferred C

Shares
  Number of
Preferred
D Shares
  Par Value of
Preferred D

Shares
  Number of
Common
Shares
    Number of
Treasury
Shares
    Number of Rabbi
Trust/Deferred
Compensation

Shares
  Common Shares of
Brandywine Realty
Trust’s beneficial
interest
  Additional
Paid-in Capital
 

BALANCE, December 31, 2008

  2,000,000   $ 20   2,300,000   $ 23   88,610,053      451,116      215,742   $ 882   $ 2,351,428   

Net Income

                 

Other comprehensive income

                 

Issuance of Common Shares of Beneficial Interest

          40,250,000            402     241,920   

Bonus Share Issuance

            (36,826      

Vesting of Restricted Stock

            (78,607   8,971     2     (778

Restricted Stock Amortization

                    2,482   

Restricted Performance Units Amortization

                    200   

Share Issuance from/to Deferred Compensation Plan

          (3,796   (54,854   26,092     —       (29

Share Choice Plan Issuance

          (7,081           (46

Stock Option Amortization

                    340   

Outperformance Plan Amortization

                    803   

Trustee Fees Paid in Shares

            (13,987   4,895    

Other - consolidated real estate ventures

                 

Preferred Share distributions

                 

Other activity

                    183   

Adjustment for Non-Controlling Interests

                    12,709   

Distributions declared ($0.10 per share)

                 
                                                 

BALANCE, September 30, 2009

  2,000,000   $ 20   2,300,000   $ 23   128,849,176      266,842      255,700   $ 1,286   $ 2,609,212   
                                                 

 

    Common
Shares in
Treasury
    Deferred
Compensation
Payable in
Common
Stock
    Common
Shares in
Grantor
Trust
    Cumulative
Earnings
    Accumulated
Other
Comprehensive
Loss
    Cumulative
Distributions
    Non-Controlling
Interests
    Total  

BALANCE, December 31, 2008

  $ (14,121   $ 6,274      $ (6,274   $ 498,716      $ (17,005   $ (1,150,406   $ 52,961      $ 1,722,498   

Net Income

          11,982            234        12,216   

Other comprehensive income

            6,656          (317     6,339   

Issuance of Common Shares of Beneficial Interest

                  242,322   

Bonus Share Issuance

    1,228            (1,105           123   

Vesting of Restricted Stock

    2,704        56        (56     (2,142           (214

Restricted Stock Amortization

                  2,482   

Restricted Performance Units Amortization

                  200   

Share Issuance from/to Deferred Compensation Plan

    1,830        (816     816        (1,670           131   

Share Choice Plan Issuance

                  (46

Stock Option Amortization

                  340   

Outperformance Plan Amortization

                  803   

Trustee Fees Paid in Shares

    466        35        (35     (313           153   

Other - consolidated real estate ventures

                73        73   

Preferred Share distributions

              (5,994       (5,994

Other activity

                  183   

Adjustment for Non-Controlling Interests

                (12,709     —     

Distributions declared ($0.10 per share)

              (34,952     (845     (35,797
                                                               

BALANCE, September 30, 2009

  $ (7,893   $ 5,549      $ (5,549   $ 505,468      $ (10,349   $ (1,191,352   $ 39,397      $ 1,945,812   
                                                               

September 30, 2008

 

    Number of
Preferred
C Shares
  Par Value of
Preferred C
Shares
  Number of
Preferred
D Shares
  Par Value of
Preferred D
Shares
  Number of
Common
Shares
    Number of
Treasury
Shares
    Number of Rabbi
Trust/Deferred
Compensation
Shares
    Common Shares of
Brandywine Realty
Trust’s beneficial
interest
    Additional
Paid-in Capital
 

BALANCE, December 31, 2007

  2,000,000   $ 20   2,300,000   $ 23   88,614,322      1,599,637      171,650      $ 870      $ 2,348,153   

Net income

                 

Other comprehensive income

                 

Vesting of Restricted Stock

            (73,741   9,895        3        (1,012

Restricted Stock Amortization

                    2,389   

Conversion of LP units to Common Shares

            (561,568       6     

Share Cancellation/Forfeiture

          (1,374   150      (458     (1     17   

Share Issuance from/to Deferred Compensation Plan

            (44,286   32,597       

Share Choice Plan Issuance

          (2,895         (1     (48

Stock Option Amortization

                    189   

Outperformance Plan Amortization

                    1,102   

Trustee Fees Paid in Shares

            (5,586   2,058          60   

Preferred Share distributions

                 

Distributions declared ($0.44 per share)

                 
                                                     

BALANCE, September 30, 2008

  2,000,000   $ 20   2,300,000   $ 23   88,610,053      914,606      215,742      $ 877      $ 2,350,850   
                                                     

 

    Common
Shares in
Treasury
    Deferred
Compensation
Payable in
Common
Stock
    Common
Shares in
Grantor
Trust
    Cumulative
Earnings
    Accumulated
Other
Comprehensive
Loss
    Cumulative
Distributions
    Non-Controlling
Interests
    Total  

BALANCE, December 31, 2007

  $ (53,449   $ 5,651      $ (5,651   $ 471,902      $ (1,885   $ (999,654   $ 84,076      $ 1,850,056   

Net income

          22,678            878        23,556   

Other comprehensive income

            (951         (951

Vesting of Restricted Stock

    2,370        167        (167     (1,205           156   

Restricted Stock Amortization

                  2,389   

Conversion of LP units to Common Shares

    21,346            (5,727         (14,821     804   

Share Cancellation/Forfeiture

      (15     15                16   

Share Issuance from/to Deferred Compensation Plan

    976        434        (434     (723           253   

Share Choice Plan Issuance

                  (49

Stock Option Amortization

                  189   

Outperformance Plan Amortization

                  1,102   

Trustee Fees Paid in Shares

    35        35        (35     (97           (2

Preferred Share distributions

              (5,994       (5,994

Distributions declared ($0.44 per share)

              (116,042     (4,652     (120,694
                                                               

BALANCE, September 30, 2008

  $ (28,722   $ 6,272      $ (6,272   $ 486,828      $ (2,836   $ (1,121,690   $ 65,481      $ 1,750,831   
                                                               

 

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BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

 

     Nine-month periods
ended September 30,
 
     2009     2008 (as adjusted)  

Cash flows from operating activities:

    

Net income

   $ 12,216      $ 23,556   

Adjustments to reconcile net income to net cash from operating activities:

    

Depreciation

     119,432        120,185   

Amortization:

    

Deferred financing costs

     4,725        3,799   

Amortization of debt discount

     3,015        4,518   

Deferred leasing costs

     13,472        12,306   

Acquired above (below) market leases, net

     (4,827     (6,493

Acquired lease intangibles

     24,926        31,589   

Deferred compensation costs

     3,880        3,952   

Recognized hedge activity

     1,822        —     

Straight-line rent

     (6,778     (13,730

Provision for doubtful accounts

     4,643        3,150   

Provision for impairment in real estate

     3,700        6,850   

Real estate venture income in excess of distributions

     (1,450     (569

Net gain on sale of interests in real estate

     1,038        (21,377

Gain on early extinguishment of debt

     (23,724     (3,106

Cummulative interest accretion on repayments of unsecured notes

     (3,730     (435

Changes in assets and liabilities:

    

Accounts receivable

     3,827        7,046   

Other assets

     (8,243     (7,145

Accounts payable and accrued expenses

     18,102        24,497   

Tenant security deposits and deferred rents

     (4,594     (4,851

Other liabilities

     1,647        (3,592
                

Net cash from operating activities

     163,099        180,150   

Cash flows from investing activities:

    

Sales of properties, net

     33,354        53,601   

Capital expenditures

     (157,348     (130,717

Investment in unconsolidated real estate ventures

     (14,980     (853

Escrowed cash

     31,385        —     

Cash distributions from unconsolidated real estate ventures in excess of equity in income

     11,528        1,984   

Leasing costs

     (22,687     (7,302
                

Net cash used in investing activities

     (118,748     (83,287

Cash flows from financing activities:

    

Proceeds from Credit Facility borrowings

     806,000        302,000   

Repayments of Credit Facility borrowings

     (959,000     (257,727

Proceeds from mortgage notes payable

     149,800        —     

Repayments of mortgage notes payable

     (81,558     (21,946

Proceeds from unsecured

     247,030        33,000   

Repayments of unsecured notes

     (369,862     (27,958

Debt financing costs

     (24,354     (273

Net proceeds from issuance of common shares

     242,332        —     

Distributions paid to shareholders

     (53,958     —     

Distributions paid to noncontrolling interest

     (1,409     (126,885
                

Net cash used in financing activities

     (44,979     (99,789
                

Increase (decrease) in cash and cash equivalents

     (628     (2,926

Cash and cash equivalents at beginning of period

     3,924        5,600   
                

Cash and cash equivalents at end of period

   $ 3,296      $ 2,674   
                

Supplemental disclosure:

    

Cash paid for interest, net of capitalized interest

   $ 92,309      $ 110,121   

Supplemental disclosure of non-cash activity:

    

Change in capital expenditures financed through accounts payable

   $ 8,290      $ 1,072   

The accompanying notes are an integral part of these consolidated financial statements.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

1. THE COMPANY

Brandywine Realty Trust, a Maryland real estate investment trust, or REIT, is a self-administered and self-managed real estate investment trust, or REIT, that provides leasing, property management, development, redevelopment, acquisition and other tenant-related services for a portfolio of office and industrial properties. Brandywine Realty Trust owns its assets and conducts its operations through Brandywine Operating Partnership, L.P. a Delaware limited partnership (the “Operating Partnership”) and subsidiaries of the Operating Partnership. Brandywine Realty Trust, the Operating Partnership and their consolidated subsidiaries are collectively referred to below as the “Company.” The Company’s common shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol “BDN”.

As of September 30, 2009, the Company owned 213 office properties, 22 industrial facilities and three mixed-use properties (collectively, the “Properties”) containing an aggregate of approximately 23.7 million net rentable square feet. The Company also has two properties under development and four properties under redevelopment containing an aggregate 2.0 million net rentable square feet. As of September 30, 2009, the Company consolidates three office properties owned by real estate ventures containing 0.4 million net rentable square feet. Therefore, the Company owns and consolidates 247 properties with an aggregate of 26.1 million net rentable square feet. In addition, as of September 30, 2009, the Company owned economic interests in 11 unconsolidated real estate ventures that contain approximately 4.2 million net rentable square feet (collectively, the “Real Estate Ventures”). The Properties and the properties owned by the Real Estate Ventures are located in or near Philadelphia, Pennsylvania, Metropolitan Washington, D.C., Southern and Central New Jersey, Richmond, Virginia, Wilmington, Delaware, Austin, Texas and Oakland, Carlsbad and Rancho Bernardo, California.

Brandywine Realty Trust is the sole general partner of the Operating Partnership and, as of September 30, 2009, owned a 97.9% interest in the Operating Partnership. The Company conducts its third-party real estate management services business primarily through wholly-owned management company subsidiaries.

As of September 30, 2009, the management company subsidiaries were managing properties containing an aggregate of approximately 36.5 million net rentable square feet, of which approximately 25.8 million net rentable square feet related to Properties owned by the Company and approximately 10.7 million net rentable square feet related to properties owned by third parties and Real Estate Ventures.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting solely of normal recurring matters) for a fair statement of the financial position of the Company as of September 30, 2009, the results of its operations for the nine-month periods ended September 30, 2009 and 2008 and its cash flows for the nine-month periods ended September 30, 2009 and 2008 have been included. The results of operations for such interim periods are not necessarily indicative of the results for a full year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and footnotes included in the Company’s 2008 Annual Report on Form 10-K filed with the SEC on March 2, 2009.

Reclassifications and Revisions

Certain amounts have been reclassified in prior years to conform to the current year presentation. The reclassifications are primarily due to the treatment of sold or held for sale properties as discontinued operations on the statement of operations for all periods presented and the adoption of new accounting pronouncements.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

See “Accounting Pronouncements Adopted January 1, 2009 on a Retrospective Basis” for details pertaining to the changes to prior periods resulting from the adoption of new accounting pronouncements.

Principles of Consolidation

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with the accounting standard for the consolidation of variable interest entities. When an entity is not deemed to be a VIE, the Company considers the provisions of the same accounting standard to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partner have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company controls and the limited partners neither have the ability to dissolve the entity or remove the Company without cause nor any substantive participating rights. Entities that the Company accounts for under the equity method (i.e., at cost, increased or decreased by the Company’s share of earnings or losses, plus contributions, less distributions) include (i) entities that are VIEs and of which the Company is not deemed to be the primary beneficiary (ii) entities that are non-VIEs which the Company does not control, but over which the Company has the ability to exercise significant influence and (iii) entities that are non-VIE’s that the Company controls through its general partner status, but the limited partners in the entity have the substantive ability to dissolve the entity or remove the Company without cause or have substantive participating rights. The Company will reconsider its determination of whether an entity is a VIE and who the primary beneficiary is, and whether or not the limited partners in an entity have substantive rights, if certain events occur that are likely to cause a change in the original determinations. The portion of these entities not owned by the Company is presented as non-controlling interest as of and during the periods consolidated. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue, valuation of real estate and related intangible assets and liabilities, impairment of long-lived assets, allowance for doubtful accounts and deferred costs.

Operating Properties

Operating properties are carried at historical cost less accumulated depreciation and impairment losses. The cost of operating properties reflects their purchase price or development cost. Costs incurred for the acquisition and renovation of an operating property are capitalized to the Company’s investment in that property. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts.

Purchase Price Allocation

The Company allocates the purchase price of properties to net tangible and identified intangible assets acquired based on fair values. Above-market and below-market in-place lease values for acquired properties 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) the Company’s estimate of the fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease (includes the below market fixed renewal period). Capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining non-cancelable terms of the respective leases, including any below market fixed-rate renewal periods.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

Other intangible assets also include amounts representing the value of tenant relationships and in-place leases based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. This intangible asset is amortized to expense over the remaining term of the respective leases. Company estimates of value are made using methods similar to those used by independent appraisers or by using independent appraisals. Factors considered by the Company in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, which primarily range from three to twelve months. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. The Company also uses the information obtained as a result of its pre-acquisition due diligence as part of its consideration of the accounting standard governing asset retirement obligations and when necessary, will record a conditional asset retirement obligation as part of its purchase price.

Characteristics considered by the Company in allocating value to its tenant relationships include the nature and extent of the Company’s business relationship with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The value of tenant relationship intangibles is amortized over the remaining initial lease term and expected renewals, but in no event longer than the remaining depreciable life of the building. The value of in-place leases is amortized over the remaining non-cancelable term of the respective leases and any fixed-rate renewal periods.

In the event that a tenant terminates its lease, the unamortized portion of each intangible, including in-place lease values and tenant relationship values, would be charged to expense and market rate adjustments (above or below) would be recorded to revenue.

Impairment or Disposal of Long-Lived Assets

The accounting standard for property, plant and equipment provides a single accounting model for long-lived assets as held-for-sale, broadens the scope of businesses to be disposed of that qualify for reporting as discontinued operations and changes the timing of recognizing losses on such operations.

The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review of recoverability is based on an estimate of the future undiscounted cash flows (excluding interest charges) expected to result from the long-lived asset’s use and eventual disposition. These cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a long-lived asset, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair-value of the property. The Company is required to make subjective assessments as to whether there are impairments in the values of the investments in long-lived assets. These assessments have a direct impact on its net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. Although the Company’s strategy is generally to hold its properties over the long-term, the Company will dispose of properties to meet its liquidity needs or for other strategic needs. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized to reduce the property to the lower of the carrying amount or fair value less costs to sell, and such loss could be material. If the Company determines that impairment has occurred and the assets are classified as held and used, the affected assets must be reduced to their fair-value.

Where properties have been identified as having a potential for sale, additional judgments are required related to the determination as to the appropriate period over which the undiscounted cash flows should include the operating cash flows and the amount included as the estimated residual value. Management determines the amounts to be included based on a probability weighted cash flow. This requires significant judgment. In some cases, the results of whether an impairment is indicated are sensitive to changes in assumptions input into the estimates, including the hold period until expected sale.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

For the nine month period ending September 30, 2009, the Company determined that one of its properties, during testing for impairment under the held and used model, had a historical cost greater than the probability weighted undiscounted cash flows. Accordingly, the recorded amount was reduced to an amount based on management’s estimate of the current fair value. This property was sold in the second quarter. During the Company’s impairment review for the three-month period ending September 30, 2009, it was determined that no additional impairment charges were necessary.

Revenue Recognition

Rental revenue is recognized on the straight-line basis from the later of the date of the commencement of the lease or the date of acquisition of the property subject to existing leases, which averages minimum rents over the terms of the leases. The straight-line rent adjustment increased revenue by approximately $2.1 million and $4.7 million for the three-and nine month periods ended September 30, 2009 and approximately $1.7 million and $11.6 million for the three- and nine month periods ended September 30, 2008. Deferred rents on the balance sheet represent rental revenue received prior to their due dates and amounts paid by the tenant for certain improvements considered to be landlord assets that will remain as the Company’s property at the end of the tenant’s lease term. The amortization of the amounts paid by the tenant for such improvements is calculated on a straight-line basis over the term of the tenant’s lease and is a component of straight-line rental income and increased revenue by $0.6 million and $2.1 million for the three-and nine month periods ended September 30, 2009 and $0.7 million and $2.1 million for the three-and nine month periods ended September 30, 2008. Lease incentives, which are included as reductions of rental revenue in the accompanying consolidated statements of operations, are recognized on a straight-line basis over the term of the lease. Lease incentives decreased revenue by $0.4 million and $0.8 million for the three-and nine month periods ended September 30, 2009 and $0.2 million and $0.6 million for the three-and nine month periods ended September 30, 2008.

Leases also typically provide for tenant reimbursement of a portion of common area maintenance and other operating expenses to the extent that a tenant’s pro rata share of expenses exceeds a base year level set in the lease or to the extent that the tenant has a lease on a triple net basis. Termination fees received from tenants, bankruptcy settlement fees, third party management fees, labor reimbursement and leasing income are recorded when earned.

Stock-Based Compensation Plans

The Company maintains a shareholder-approved equity-incentive plan known as the Amended and Restated 1997 Long-Term Incentive Plan (the “1997 Plan”). The 1997 Plan is administered by the Compensation Committee of the Company’s Board of Trustees. Under the 1997 Plan, the Compensation Committee is authorized to award equity and equity-based awards, including incentive stock options, non-qualified stock options, restricted shares and performance-based shares. As of September 30, 2009, 1.8 million common shares remained available for future awards under the 1997 Plan. Through September 30, 2009, all options awarded under the 1997 Plan had a one to ten-year term.

The Company incurred stock-based compensation expense of $1.0 million and $3.3 million during the three-and nine month periods ended September 30, 2009, of which $0.2 million and $0.7 million, respectively, were capitalized as part of the Company’s review of employee salaries eligible for capitalization. The Company recognized stock-based compensation expense of $1.3 million and $4.0 million during the three-and nine month periods ended September 30, 2008, respectively. The expensed amounts are included in general and administrative expense on the Company’s consolidated income statement in the respective periods.

Accounting for Derivative Instruments and Hedging Activities

The Company accounts for its derivative instruments and hedging activities in accordance with the accounting standard for derivative and hedging activities. The accounting standard requires the Company to measure every derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record them in the balance sheet as either an asset or liability. See disclosures below related to the Company’s adoption of the accounting standard for fair value measurements and disclosures.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

For derivatives designated as fair value hedges, the changes in fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of changes in the fair value of the derivative are reported in other comprehensive income. During the three months ended September 30, 2009, the Company recorded a $1.1 million fair value adjustment in its consolidated statements of operations related to two of its interest swaps in which the hedging relationship ceased due to the issuance of its unsecured notes on September 25, 2009. The ineffective portions of hedges are recognized in earnings in the current period and during the three and nine months period ended September 30, 2009, the Company recognized $0.4 million and $0.7 million, respectively for the ineffective portion of its forward starting swaps prior to the termination of the hedging relationship (See Note 9).

The Company actively manages its ratio of fixed-to-floating rate debt. To manage its fixed and floating rate debt in a cost-effective manner, the Company, from time to time, enters into interest rate swap agreements as cash flow hedges, under which it agrees to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts.

Fair Value Measurements

The Company adopted a newly issued accounting standard for fair value measurements and disclosures. The new accounting standard defines fair value, establishes a framework for measuring fair value in GAAP and provides for expanded disclosure about fair value measurements. The accounting standard is applied prospectively and is applied to all other accounting pronouncements that require or permit fair value measurements. The accounting standard was applied to the Company’s outstanding derivatives and available-for-sale-securities effective January 1, 2008 and to all non-financial assets and non-financial liabilities effective January 1, 2009.

The accounting standard for fair value measurements and disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Financial assets and liabilities recorded on the Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity or information. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2009:

 

     Fair Value Measurements at Reporting
Date Using:

Description

   September 30,
2009
   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Unobservable
Inputs

(Level 3)

Recurring

           

Assets:

           

Available-for-Sale Securities

   $ 420    $ 420    $ —      $ —  

Liabilities:

           

Interest Rate Swaps

   $ 14,012    $ —      $ 14,012    $ —  

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2008:

 

     Fair Value Measurements at Reporting
Date Using:

Description

   December 31,
2008
   Quoted Prices in
Active Markets for

Identical Assets
(Level 1)
   Significant Other
Observable Inputs

(Level 2)
   Unobservable
Inputs

(Level 3)

Assets:

           

Available-for-Sale Securities

   $ 423    $ 423    $ —      $ —  

Liabilities:

           

Interest Rate Swaps

   $ 10,985    $ —      $ 10,985    $ —  

Forward Starting Interest Rate Swaps

     7,481      —        7,481      —  
                           
   $ 18,466    $ —      $ 18,466    $ —  

The adoption of the accounting standard for fair value measurements and disclosures did not have a material impact on the Company’s financial and non-financial assets and liabilities. Non-financial assets and liabilities recorded at fair value on a non-recurring basis to which the Company would apply the accounting standard where a measurement was required under fair value would include:

 

   

Non-financial assets and liabilities initially measured at fair value in an acquisition or business combination that are not remeasured at least annually at fair value,

 

   

Long-lived assets measured at fair value due to an impairment in accordance with the accounting standard for the impairment or disposal of long-lived assets and

 

   

Asset retirement obligations initially measured at fair value under the accounting standard for asset retirement obligations.

There were no items that were accounted for at fair value on a non-recurring basis during the third quarter of 2009.

Income Taxes

Brandywine Realty Trust has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to continue to qualify as a REIT, Brandywine Realty Trust is required to, among other things, distribute at least 90% of its annual REIT taxable income to its stockholders and meet certain tests regarding the nature of its income and assets. As a REIT, Brandywine Realty Trust is not subject to federal and state income taxes with respect to the portion of its income that meets certain criteria and is distributed annually to its stockholders. Accordingly, no provision for federal and state

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

income taxes is included in the accompanying consolidated financial statements with respect to the operations of Brandywine Realty Trust. Brandywine Realty Trust intends to continue to operate in a manner that allows it to meet the requirements for taxation as a REIT. If Brandywine Realty Trust fails to qualify as a REIT in any taxable year, Brandywine Realty Trust will be subject to federal and state income taxes and may not be able to qualify as a REIT for the four subsequent tax years. Brandywine Realty Trust is subject to certain local income taxes. Provision for such taxes has been included in general and administrative expenses in Brandywine Realty Trust’s Consolidated Statements of Operations and Comprehensive Income.

Brandywine Realty Trust has elected to treat several of its subsidiaries as REITs under Sections 856 through 860 of the Code. As a result, each subsidiary REIT generally is not subject to federal and state income taxation at the corporate level to the extent it distributes annually at least 100% of its REIT taxable income to its stockholders and satisfies certain other organizational and operational requirements. Each subsidiary REIT has met these requirements and, accordingly, no provision has been made for federal and state income taxes in the accompanying consolidated financial statements. If any subsidiary REIT fails to qualify as a REIT in any taxable year, that subsidiary REIT will be subject to federal and state income taxes and may not be able to qualify as a REIT for the four subsequent taxable years. In addition, this may adversely impact Brandywine Realty Trust’s ability to qualify as a REIT. Also, each subsidiary REIT may be subject to local income taxes.

Brandywine Realty Trust has elected to treat several of its subsidiaries as taxable REIT subsidiaries (each a “TRS”). A TRS is subject to federal, state and local income tax. In general, a TRS may perform additional non-customary services for tenants and generally may engage in any real estate or non-real estate related businesses that are not permitted REIT activities.

Accounting Pronouncements Adopted January 1, 2009 on a Retrospective Basis

Effective January 1, 2009, the Company adopted a newly issued accounting standard for convertible debt instruments. The new accounting standard requires the initial proceeds from convertible debt that may be settled in cash to be bifurcated between a liability component and an equity component. The objective of the guidance is to require the liability and equity components of convertible debt to be separately accounted for in a manner such that the interest expense recorded on the convertible debt would not equal the contractual rate of interest on the convertible debt, but instead would be recorded at a rate that would reflect the issuer’s conventional debt borrowing rate. This is accomplished through the creation of a discount on the debt that would be accreted using the effective interest method as additional non-cash interest expense over the period the debt is expected to remain outstanding (i.e. through the first optional redemption date). The provisions of the new accounting standard were adopted on January 1, 2009 and applied retrospectively.

The new accounting standard for convertible debt instruments impacted the Company’s accounting for its 3.875% Exchangeable Notes and has a material impact on the Company’s consolidated financial statements and results of operations. The principal amount outstanding is $159.5 million at September 30, 2009 and $282.3 million at December 31, 2008 (see Note 7). At certain times and upon certain events, the notes are exchangeable for cash up to their principal amount and, with respect to the remainder, if any, of the exchange value in excess of such principal amount, cash or common shares. The initial exchange rate is 25.4065 shares per $1,000 principal amount of notes (which is equivalent to an initial exchange price of $39.36 per share). The carrying amount of the equity component is $24.4 million. The unamortized debt discount is $6.2 million at September 30, 2009 and $12.2 million at December 31, 2008 and will be amortized through October 15, 2011. The effective interest rate at September 30, 2009 and 2008 was 5.5%. The Company recognized $1.9 million and $7.3 million of contractual coupon interest during the three-and nine-month periods ended September 30, 2009 and $3.0 million and $9.3 million for the three-and nine-month periods ended September 30, 2008, respectively. In addition, the Company recognized $0.9 million and $2.6 million of interest on amortization of the debt discount, during the three and nine month periods ended September 30, 2009 and $1.1 million and $3.3 million for the three-and nine-month periods ended September 30, 2008. The application of the accounting standard for convertible debt resulted in an aggregate of approximately $3.9 million (net of incremental capitalized interest) of additional non-cash interest expense retrospectively applied for the year ended December 31, 2008. Excluding the impact of capitalized interest, the additional non-cash interest expense was approximately $4.3 million for the year ended December 31, 2008. The application of the new accounting standard required the Company to reduce the amount of gain recognized on early extinguishment of debt for the year ended December 31, 2008 by approximately $2.6 million.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

Accordingly, in accordance with the Company’s retrospective adoption of the accounting standard, the December 31, 2008 balance sheet herein has been revised as follows:

 

     As Reported    Adjustment     As Revised

Construction-in-progress

   $ 121,402    $ 817      $ 122,219

Deferred costs, net

     89,866      (539     89,327

Unsecured bonds, net of discount

     1,930,147      (12,177     1,917,970

Additional paid-in capital

     2,327,617      23,811        2,351,428

Cumulative earnings

     509,834      (11,118     498,716

Non-controlling interests

     53,199      (238     52,961

Total equity

   $ 1,710,043    $ 12,455      $ 1,722,498

Effective January 1, 2009, the Company adopted a newly issued accounting standard related to whether instruments granted in share-based payment transactions are participating securities. This new standard requires that non-vested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents be treated as participating securities in the computation of earnings per share pursuant to the two-class method. The accounting standard was applied retrospectively to all periods presented. The accounting standard required the Company to include the impact of its unvested restricted shares in earnings per share using this more dilutive methodology. The face of the Company’s consolidated statement of operations and earnings per share disclosure (See Note 11) has been updated to reflect the adoption of this accounting standard and are presented as amounts allocated to unvested restricted shareholders. The adoption of the new accounting standard did not have a material impact on the Company’s consolidated financial position or results of operations.

Effective January 1, 2009, the Company adopted a newly issued accounting standard for non-controlling interests. In accordance with this accounting standard, non-controlling interests are presented as a component of consolidated shareholders’ equity unless these interests are considered redeemable. Also, under this standard, net income will encompass the total income of all consolidated subsidiaries and there will be separate disclosure on the face of the income statement of the attribution of that income between controlling and non-controlling interests. Lastly, increases and decreases in non-controlling interests will be treated as equity transactions. The face of the Company’s consolidated balance sheet, statement of operations and statements of other comprehensive income has been updated to reflect the adoption of this accounting standard. The adoption of this accounting standard did not have material impact on the Company’s financial position or results of operations. As a result of the Company’s adoption of this standard, amounts reported prior to adoption as minority interests in consolidated real estate ventures on its balance sheets are now presented as non-controlling interests within equity. There has been no change in the measurement of this line item from amounts previously reported other than those discussed above relating to the adoption of the new accounting standard on convertible debt instruments. During the nine months ended September 30, 2009, the Company allocated $0.5 million to non-controlling interests, which relates to the accumulated other comprehensive income balance as of December 31, 2008 attributable to the non-controlling interests. The Company determined the out of period adjustment was not material to prior periods or to the current period.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

Accounting Pronouncements Adopted During 2009 on a Prospective Basis

In June 2009, the Financial Accounting Standards Board (FASB) issued the FASB Accounting Standards Codification (Codification). The Codification became the single source for all authoritative GAAP recognized by the FASB to be applied for financial statements issued for periods ending after September 15, 2009. The Codification is not expected to change GAAP and will not have an effect on the Company’s consolidated financial position or results of operations.

In May 2009, the FASB issued a new accounting standard for subsequent events reporting. The new accounting standard established principles and requirements for evaluating and reporting subsequent events and distinguishes which subsequent events should be recognized in the financial statements versus which subsequent events should be disclosed in the financial statements. The accounting standard also requires disclosure of the date through which subsequent events are evaluated by management (see Note 17). The Company’s adoption of the new standard did not have a material impact on its consolidated financial position or results of operations.

In April 2009, the FASB issued an amendment to the disclosure requirements about fair value instruments. The amendment require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual financial statements. It also requires those disclosures in summarized financial information at interim reporting periods. The amendment is effective for interim periods ending after June 15, 2009. Prior period presentation is not required for comparative purposes at initial adoption.

In April 2009, the FASB issued a new accounting standard for determining fair value when the volume and level of activity for financial and non-financial assets or liabilities have significantly decreased and for identifying transactions that are not orderly. The new accounting standard is effective for fiscal years and interim periods ending after June 15, 2009 and shall be applied prospectively. The Company’s adoption of the new standard did not have a material impact on its consolidated financial position or results of operations.

In April 2009, the FASB issued amendments to the recognition and presentation requirements of other-than-temporary impairments to make the guidance in U.S. GAAP for debt securities more operational and to improve the presentation and disclosure of other-than temporary impairments on debt and equity securities in the financial statements. The amendments are effective for fiscal years and interim periods ending after June 15, 2009. The Company’s adoption of these amendments did not have a material impact on its consolidated financial position or results of operations.

Effective January 1, 2009, the Company adopted the FASB issued accounting standard for disclosures about derivative instruments and hedging activities. This new standard enhances disclosure requirements for derivative instruments in order to provide users of financial statements with an enhanced understanding of (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under the accounting standard for derivative instruments and hedging activities and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The new accounting standard is to be applied prospectively for the first annual reporting period beginning on or after November 15, 2008. See Note 9 for further discussion.

In April 2008, the FASB issued a new accounting standard for the proper determination of the useful life of intangible assets. The new accounting standard is to be applied prospectively for fiscal years beginning after December 15, 2008. The Company has not entered into any acquisition transactions during the nine months ended September 30, 2009, therefore the adoption of this accounting standard did not have a material impact on the Company’s consolidated financial statements.

New Pronouncements

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for transfers of financial assets. This amendment requires greater transparency and additional disclosures for transfers of financial assets and the entity’s continuing involvement with them and changes the requirements for derecognizing financial assets. In addition, this amendment eliminates the concept of a qualifying special-purpose entity (QSPE). This amendment is effective for fiscal years beginning after November 15, 2009. The Company is currently evaluating the impact of adopting this amendment on its consolidated financial position or results of operations.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

In June 2009, the FASB also issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs). The elimination of the concept of a QSPE, as discussed above, removes the exception from applying the consolidation guidance within this amendment. This amendment requires an enterprise to perform a qualitative analysis when determining whether or not it must consolidate a VIE. The amendment also requires an enterprise to continuously reassess whether it must consolidate a VIE. Additionally, the amendment requires enhanced disclosures about an enterprise’s involvement with VIEs and any significant change in risk exposure due to that involvement, as well as how its involvement with VIEs impacts the enterprise’s financial statements. Finally, an enterprise will be required to disclose significant judgments and assumptions used to determine whether or not to consolidate a VIE. This amendment is effective for fiscal years beginning after November 15, 2009. The Company is currently evaluating the impact of adopting this amendment on its consolidated financial position or results of operations.

3. REAL ESTATE INVESTMENTS

As of September 30, 2009 and December 31, 2008 the gross carrying value of the Company’s operating properties was as follows (amounts in thousands):

 

     September 30, 2009    December 31, 2008

Land

   $ 690,442    $ 707,591

Building and improvements

     3,390,344      3,481,289

Tenant improvements

     432,592      419,440
             
   $ 4,513,378    $ 4,608,320
             

Acquisitions and Dispositions

The Company did not complete any acquisitions during the periods covered in these financial statements.

On April 29, 2009, the Company sold 7735 Old Georgetown Road, a 122,543 net rentable square feet office property located in Bethesda, Maryland, for a sales price of $26.5 million.

On March 16, 2009, the Company sold 305 Harper Drive, a 14,980 net rentable square feet office property located in Moorestown, New Jersey, for a sales price of $1.1 million.

On February 4, 2009, the Company sold two office properties, totaling 66,664 net rentable square feet in Exton, Pennsylvania, for an aggregate sales price of $9.0 million.

All sales presented above and three properties included as held for sale assets (see Note 10) are included within discontinued operations.

4. INVESTMENT IN UNCONSOLIDATED VENTURES

As of September 30, 2009, the Company had an aggregate investment of approximately $75.9 million in its 11 actively operating unconsolidated Real Estate Ventures. The Company formed these ventures with unaffiliated third parties, or acquired them, to develop office properties or to acquire land in anticipation of possible development of office properties. Ten of the Real Estate Ventures own 45 office buildings that contain an aggregate of approximately 4.3 million net rentable square feet and one Real Estate Venture developed a hotel property that contains 137 rooms in Conshohocken, PA.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

The Company accounts for its unconsolidated interests in its Real Estate Ventures using the equity method. The Company’s unconsolidated interests range from 3% to 50%, subject to specified priority allocations of distributable cash in certain of the Real Estate Ventures.

The amounts reflected in the following tables (except for the Company’s share of equity and income) are based on the historical financial information of the individual Real Estate Ventures. One of the Real Estate Ventures, acquired in connection with the Prentiss Properties Trust merger in 2006, had a negative equity balance on a historical cost basis as a result of historical depreciation and distribution of excess financing proceeds. The Company reflected its acquisition of this Real Estate Venture interest at its relative fair value as of the date of the purchase of Prentiss. The difference between allocated cost and the underlying equity in the net assets of the investee is accounted for as if the entity were consolidated (i.e., allocated to the Company’s relative share of assets and liabilities with an adjustment to recognize equity in earnings for the appropriate additional depreciation/amortization). The Company does not record operating losses of the Real Estate Ventures in excess of its investment balance unless the Company is liable for the obligations of the Real Estate Venture or is otherwise committed to provide financial support to the Real Estate Venture.

The following is a summary of the financial position of the Real Estate Ventures as of September 30, 2009 and December 31, 2008 (in thousands):

 

     September 30,
2009
   December 31,
2008

Net property

   $ 546,557    $ 554,424

Other assets

     88,291      96,278

Other Liabilities

     36,738      39,388

Debt

     473,136      514,308

Equity

     124,974      97,006

Company’s share of equity (Company’s basis)

     75,929      71,028

The following is a summary of results of operations of the Real Estate Ventures for the three-month and nine-month periods ended September 30, 2009 and 2008 (in thousands):

 

     Three-month periods
ended September 30,
    Nine-month periods
ended September 30,
 
     2009    2008     2009    2008  

Revenue

   $ 24,228    $ 27,358      $ 77,917    $ 80,254   

Operating expenses

     7,725      10,931        26,401      28,727   

Interest expense, net

     8,186      8,042        22,183      23,795   

Depreciation and amortization

     7,698      9,794        25,379      28,418   

Net income (loss)

     619      (1,409     3,954      (686

Company’s share of income (Company basis)

     1,331      1,059        3,450      3,838   

As of September 30, 2009, the Company had guaranteed repayment of approximately $2.1 million of loans on behalf of certain Real Estate Ventures. The Company also provides customary environmental indemnities in connection with construction and permanent financing both for its own account and on behalf of its Real Estate Ventures.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

5. DEFERRED COSTS

As of September 30, 2009 and December 31, 2008, the Company’s deferred costs were comprised of the following (in thousands):

 

     September 30, 2009
     Total Cost    Accumulated
Amortization
    Deferred Costs,
net

Leasing Costs

   $ 124,342    $ (48,061   $ 76,281

Financing Costs

     44,702      (11,480     33,222
                     

Total

   $ 169,044    $ (59,541   $ 109,503
                     
     December 31, 2008
     Total Cost    Accumulated
Amortization
    Deferred Costs,
net

Leasing Costs

   $ 115,262    $ (39,528   $ 75,734

Financing Costs

     25,170      (11,577     13,593
                     

Total

   $ 140,432    $ (51,105   $ 89,327
                     

6. INTANGIBLE ASSETS

As of September 30, 2009 and December 31, 2008, the Company’s intangible assets were comprised of the following (in thousands):

 

     September 30, 2009
     Total Cost    Accumulated
Amortization
    Intangible Assets,
net

In-place lease value

   $ 126,392    $ (69,458   $ 56,934

Tenant relationship value

     99,111      (47,600     51,511

Above market leases acquired

     16,829      (11,194     5,635
                     

Total

   $ 242,332    $ (128,252   $ 114,080
                     

Below market leases acquired

   $ 77,707    $ (38,068   $ 39,639
                     
     December 31, 2008
     Total Cost    Accumulated
Amortization
    Intangible Assets,
net

In-place lease value

   $ 145,518    $ (71,138   $ 74,380

Tenant relationship value

     103,485      (40,835     62,650

Above market leases acquired

     23,351      (14,624     8,727
                     

Total

   $ 272,354    $ (126,597   $ 145,757
                     

Below market leases acquired

   $ 82,950    $ (35,324   $ 47,626
                     

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

As of September 30, 2009, the Company’s annual amortization for its intangible assets/liabilities is as follows (in thousands, and assuming no early lease terminations):

 

     Assets    Liabilities

2009

   $ 8,404    $ 2,379

2010

     29,499      8,345

2011

     22,772      7,051

2012

     17,430      6,314

2013

     12,636      5,874

Thereafter

     23,339      9,676
             

Total

   $ 114,080    $ 39,639
             

7. DEBT OBLIGATIONS

The following table sets forth information regarding the Company’s debt obligations outstanding at September 30, 2009 and December 31, 2008 (in thousands):

 

     September 30,
2009
    December 31,
2008
    Interest Rate     Maturity
Date
 

MORTGAGE DEBT:

        

200 Commerce Drive

   $ —        $ 5,684      7.12 % (a)    Jan-10   

Plymouth Meeting Exec.

     42,234        42,785      7.00 % (b)    Dec-10   

Four Tower Bridge

     10,243        10,404      6.62   Feb-11   

Arboretum I, II, III & V

     21,203        21,657      7.59   Jul-11   

Midlantic Drive/Lenox Drive/DCC I

     58,619        59,784      8.05   Oct-11   

Research Office Center

     40,203        40,791      5.30 % (b)    Oct-11   

Concord Airport Plaza

     35,857        36,617      5.55 % (b)    Jan-12   

Six Tower Bridge

     13,774        14,185      7.79   Aug-12   

Newtown Square/Berwyn Park/Libertyview

     59,899        60,910      7.25   May-13   

Coppell Associates

     2,856        3,273      6.89   Dec-13   

Southpoint III

     3,412        3,863      7.75   Apr-14   

Tysons Corner

     98,434        99,529      5.36 % (b)    Aug-15   

Coppell Associates

     16,600        16,600      5.75   Feb-16   

Two Logan Square

     89,800        68,808      7.57 % (c)    Apr-16   

One Logan Square

     60,000        —        4.50 % (d)    Jul-16   
                    

Principal balance outstanding

     553,134        484,890       

Plus: unamortized fixed-rate debt premiums, net

     1,482        2,635       
                    

Total mortgage indebtedness

   $ 554,616      $ 487,525       
                    

UNSECURED DEBT:

        

$275.0M 4.500% Guaranteed Notes due 2009

     102,550        196,680      4.62   Nov-09  (e) 

Bank Term Loan

     183,000        183,000      LIBOR + 0.80   Oct-10  (f) 

$300.0M 5.625% Guaranteed Notes due 2010

     210,546        275,545      5.61   Dec-10   

Credit Facility

     —          153,000      LIBOR + 0.725   Jun-11  (f) 

$320.7M 3.875% Guaranteed Exchangeable Notes due 2026

     159,540        282,030      5.50   Oct-11   

$300.0M 5.750% Guaranteed Notes due 2012

     187,825        300,000      5.77   Apr-12   

$250.0M 5.400% Guaranteed Notes due 2014

     242,681        250,000      5.53   Nov-14   

$250.0M 7.500% Guaranteed Notes due 2015

     250,000        —        7.75   May-15   

$250.0M 6.000% Guaranteed Notes due 2016

     250,000        250,000      5.95   Apr-16   

$300.0M 5.700% Guaranteed Notes due 2017

     300,000        300,000      5.75   May-17   

Indenture IA (Preferred Trust I)

     27,062        27,062      LIBOR + 1.25   Mar-35   

Indenture IB (Preferred Trust I)

     25,774        25,774      LIBOR + 1.25   Apr-35   

Indenture II (Preferred Trust II)

     25,774        25,774      LIBOR + 1.25   Jul-35   
                    

Principal balance outstanding

     1,964,752        2,268,865       

Less: unamortized exchangeable debt discount

     (6,243     (12,177    

unamortized fixed-rate debt discounts, net

     (3,606     (2,718    
                    

Total unsecured indebtedness

   $ 1,954,903      $ 2,253,970       
                    

Total Debt Obligations

   $ 2,509,519      $ 2,741,495       
                    

 

(a) On September 30, 2009, the Company pre-paid the remaining balance of the mortgage debt with no penalty.
(b) Loans were assumed upon acquisition of the related property. Interest rates presented above reflect the market rate at the time of acquisition.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

(c) The Two Logan Square mortgage loan was re-financed in the amount of $89.8 million on April 1, 2009. The new loan bears interest at 7.57% per annum and has a seven year term with three years of interest only payments followed by a thirty year amortization schedule.
(d) The Company obtained a mortgage on a previously unencumbered property during the third quarter 2009. The loan features a floating rate of LIBOR plus 350 basis points (subject to a LIBOR floor) and a seven-year term with three years interest only followed by a thirty-year amortization schedule at a 7.5% constant.
(e) On November 2, 2009, the Company paid off the loan at maturity.
(f) These loans may be extended to June 29, 2012 at the Company’s discretion.

On September 25, 2009, the Company closed a registered offering of $250.0 million in aggregate principal amount of its 7.50% senior unsecured notes due 2015. The notes were priced at 99.412% of their face amount with a yield to maturity of 7.625%, representing a spread at the time of pricing of 5.162% to the yield on the August 2014 Treasury note. The notes have been reflected net of discount of $1.5 million in the consolidated balance sheet as of September 30, 2009. The net proceeds which amounted to $247.0 million after deducting underwriting discounts and offering expenses were used to repay the Company’s indebtedness under its unsecured revolving credit facility and for general corporate purposes.

On July 8, 2009, the Company closed a $60.0 million first mortgage on One Logan Square, a 594,361 square foot office property located in Philadelphia, Pennsylvania. This loan accrues interest at a rate of LIBOR plus 3.5% with a minimum LIBOR rate of 1% over a seven-year term with three years of interest only payments and interest and principal payments based on a thirty-year amortization schedule for the remaining four years. The loan proceeds were used for general corporate purposes including repayment of existing indebtedness.

On June 29, 2009, the Company entered into a forward financing commitment to borrow up to $256.5 million under two separate loans which are secured by mortgages on the 30th Street Post Office (the “Post Office project’), the Cira South Garage (the “garage project”) and by the leases of space at these facilities upon the completion of these projects. Of the total borrowings, $209.7 million and $46.8 million will be allocated to the Post Office project and to the garage project, respectively. The Company paid a $17.7 million commitment fee, which includes a $1.5 million arrangement fee, in connection with this commitment. The total loan amount together with the net commitment fee was deposited in an escrow account to be administered by The Bank of New York Mellon (the “trustee”). In accordance with the trust agreement between the lender and the trustee, the lender assigned its rights under the loans to the Trust. The Trust issued certificates to third parties in an amount equal to the funding commitment. Upon investment of the escrow account in a portfolio of U.S. Government treasuries, the net commitment fee of $16.2 million will be used together with the interest earned on the escrow account to pay interest costs of the loans through August 26, 2010 which is also the anticipated completion date of the projects and the expected funding date. In order for funding to occur, certain conditions must be met by the Company which primarily relate to the completion of the projects and the commencement of the rental payments from the respective leases with the IRS on these properties. The loans will bear interest at 5.93% and require principal and interest payments based on a twenty year amortization schedule. The Company intends to use the loan proceeds to reduce borrowings under its credit facility and for general corporate purposes. As of September 30, 2009, the commitment fee is included as part of the deferred costs in the Company’s consolidated balance sheet as it believes the funding is probable of occurring. The Company will amortize this cost over the term of the loan starting on the date the funding of the loans has occurred. In the event that the Company believes the funding will not occur, this cost will be written off in the period that such determination was made. In addition, should the funding not occur either because the Company does not meet the conditions or the Company decides not to proceed with the funding, a termination fee is payable (see Note 16).

During the nine-month periods ended September 30, 2009 and 2008, the Company’s weighted-average effective interest rate on its mortgage notes payable was 6.45% and 6.41%, respectively.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

During the nine-months ended September 30, 2009, the Company repurchased $401.1 million of its existing Notes in a series of transactions which are summarized in the table below:

 

        Notes        

   Repurchase
Amount
   Principal    Gain    Deferred Financing
Amortization

2009 Notes

   $ 92,736    $ 94,130    $ 1,377    $ 88

2010 Notes

     59,257      64,999      5,760      190

2012 Notes

     109,104      112,175      2,610      369

2014 Notes

     6,329      7,319      961      330

3.875% Notes

     106,166      122,490      13,016      1,111
                           
   $ 373,592    $ 401,113    $ 23,724    $ 2,088
                           

The Company utilizes credit facility borrowings for general business purposes, including the acquisition, development and redevelopment of properties and the repayment of other debt. The maturity date of the $600.0 million Credit Facility (“the Credit Facility”) is June 29, 2011 (subject to an extension of one year, at the Company’s option, upon its payment of an extension fee equal to 15 basis points of the committed amount under the Credit Facility). The per annum variable interest rate on outstanding balances is LIBOR plus 0.725%. The interest rate and facility fee are subject to adjustment upon a change in the Company’s unsecured debt ratings. The Company has the option to increase the Credit Facility to $800.0 million subject to the absence of any defaults and the Company’s ability to acquire additional commitments from its existing lenders or new lenders. As of September 30, 2009, the Company had no outstanding borrowings under the Credit Facility but had $15.9 million of letters of credit outstanding, and a $15.3 million holdback in connection with its historic tax credit transaction leaving $568.8 million of unused availability. During the nine-month periods ended September 30, 2009 and 2008, the weighted-average interest rate on Credit Facility borrowings was 1.97% and 4.37% respectively. As of September 30, 2008, the weighted average interest rate on Credit Facility borrowings was 3.89%.

The Credit Facility requires the maintenance of ratios related to minimum net worth, debt-to-total capitalization and fixed charge coverage and includes non-financial covenants. The Company was in compliance with all financial covenants as of September 30, 2009.

In April 2007, the Company entered into a $20.0 million Sweep Agreement (the “Sweep Agreement”) to be used for cash management purposes. Borrowings under the Sweep Agreement bear interest at one-month LIBOR plus 0.75%. The Sweep Agreement ended in April 2009 at which point the agreement was not renewed.

As of September 30, 2009, the Company’s aggregate scheduled principal payments of debt obligations, excluding amortization of discounts and premiums, are as follows (in thousands):

 

2009

   $ 104,951   

2010

     444,804   

2011

     291,836   

2012

     239,489   

2013

     59,754   

Thereafter

     1,377,052   
        

Total principal payments

     2,517,886   

Net unamortized premiums/discounts

     (8,367
        

Outstanding indebtedness

   $ 2,509,519   
        

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following fair value disclosure was determined by the Company using available market information and discounted cash flow analyses as of September 30, 2009 and December 31, 2008, respectively. The discount rate used in calculating fair value is the sum of the current risk free rate and the risk premium on the date of measurement of the instruments or obligations. Considerable judgment is necessary to interpret market data and to develop the related estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize upon disposition. The use of different estimation methodologies

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

may have a material effect on the estimated fair value amounts. The Company believes that the carrying amounts reflected in the Consolidated Balance Sheets at September 30, 2009 and December 31, 2008 approximate the fair values for cash and cash equivalents, accounts receivable, other assets, accounts payable and accrued expenses.

The following are financial instruments for which the Company estimates of fair value differ from the carrying amounts (in thousands):

 

     September 30, 2009    December 31, 2008
     Carrying
Amount
   Fair
Value
   Carrying
Amount
   Fair
Value

Mortgage payable, net of premiums

   $ 554,616    $ 525,224    $ 484,890    $ 487,525

Unsecured notes payable, net of discounts

   $ 1,693,293    $ 1,627,652    $ 1,854,186    $ 1,152,056

Variable Rate Debt Instruments

   $ 261,610    $ 252,068    $ 414,610    $ 398,748

Notes Receivable

   $ 49,114    $ 47,558    $ 48,048    $ 46,227

9. RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

Risk Management

In the course of its on-going business operations, the Company encounters economic risk. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk on its interest-bearing liabilities. Credit risk is primarily the risk of inability or unwillingness of tenants to make contractually required payments. Market risk is the risk of declines in the value of properties due to changes in rental rates, interest rates or other market factors affecting the valuation of properties held by the Company.

Risks and Uncertainties

Deteriorating economic conditions have generally resulted in a reduction of the availability of financing and higher borrowing costs. These factors, coupled with a slowing economy, have reduced the volume of real estate transactions and created credit stresses on most businesses. The Company believes that vacancy rates will increase through 2009 and possibly beyond as the current economic climate negatively impacts tenants in the Properties. The current financial markets also have an adverse effect on the Company’s other counter parties such as the counter parties in its derivative contracts.

The Company expects that the impact of the current state of the economy, including rising unemployment and the unprecedented volatility and illiquidity in the financial and credit markets, will continue to have a dampening effect on the fundamentals of its business, including increases in past due accounts, tenant defaults, lower occupancy and reduced effective rents. These conditions would negatively affect the Company’s future net income and cash flows and could have a material adverse effect on its financial condition.

The Company’s Credit Facility, Bank Term Loan and the indenture governing the unsecured public debt securities (Note 7) contain restrictions, requirements and other limitations on the ability to incur indebtedness, including total debt to asset ratios, secured debt to total asset ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt which it must maintain. The ability to borrow under the Credit Facility is subject to compliance with such financial and other covenants. In the event that the Company fails to satisfy these covenants, it would be in default under the Credit Facility, the Bank Term Loan and the indenture and may be required to repay such debt with capital from other sources. Under such circumstances, other sources of capital may not be available, or may be available only on unattractive terms.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

Availability of borrowings under the Credit Facility is subject to a traditional material adverse effect clause. Each time the Company borrows it must represent to the lenders that there have been no events of a nature which would have a material adverse effect on the business, assets, operations, condition (financial or otherwise) or prospects of the Company taken as a whole or which could negatively effect the ability of the Company to perform its obligations under the Credit Facility. While the Company believes that there are currently no material adverse effect events, the Company is operating in unprecedented economic times and it is possible that such events could arise which would limit the Company’s borrowings under the Credit Facility. If an event occurs which is considered to have a material adverse effect, the lenders could consider the Company in default under the terms of the Credit Facility and the borrowings under the Credit Facility if any, would become due and payable. If the Company is unable to obtain a waiver, this would have a material adverse effect on the Company’s financial position and results of operations.

The Company was in compliance with all financial covenants as of September 30, 2009. Management continuously monitors the Company’s compliance with and anticipated compliance with the covenants. Certain of the covenants restrict management’s ability to obtain alternative sources of capital. While the Company currently believes it will remain in compliance with its covenants, in the event of a continued slow-down and continued crisis in the credit markets, the Company may not be able to remain in compliance with such covenants and if the lender would not provide a waiver, it could result in an event of default.

Use of Derivative Financial Instruments

The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks through derivative financial instruments.

The Company formally assesses, both at inception of the hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively. The related ineffectiveness would be charged to the Statement of Operations.

The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

To comply with the provisions of accounting standard for fair value measurements and disclosures, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2009 and December 31, 2008, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

The following table summarizes the terms and fair values of the Company’s derivative financial instruments at September 30, 2009 and December 31, 2008. The notional amounts provide an indication of the extent of the Company’s involvement in these instruments at that time, but do not represent exposure to credit, interest rate or market risks.

The fair value of the hedges at September 30, 2009 and December 31, 2008 is included in other liabilities and accumulated other comprehensive income in the accompanying balance sheet, except for the $1.1 million fair value adjustment of the hedges charged to the consolidated statements of operations during the three months ended September 30, 2009 relating to two of the Company’s interest rate swaps. The hedging relationship with these swaps ceased upon the Company’s planned issuance of its unsecured notes effective September 21, 2009, and as such the interest rate swaps no longer qualify for hedge accounting. Accordingly, changes in the fair value of these interest rate swaps will be charged to our consolidated statements of operations until they are cash settled which the Company does not expect to settle until the latter part of the last quarter of 2009. The Company also recognized $0.4 million and $0.7 million of ineffectiveness of the hedges during the three and nine months ended September 30, 2009, respectively, prior to the termination of the hedging relationship.

 

Hedge

Product

   Hedge
Type
   Designation       Notional Amount       Strike     Trade
Date
   Maturity
Date
   Fair Value
            9/30/2009    12/31/2008               9/30/2009    12/31/2008

Swap

   Interest Rate    Cash Flow   (b)   $ 107,700    $ 78,000   (a)   4.709   9/20/07    10/18/10    $ 6,185    $ 7,204

Swap

   Interest Rate    Cash Flow   (b)     25,000      25,000     4.415   10/19/07    10/18/10      1,069      1,439

Swap

   Interest Rate    Cash Flow   (b)     25,000      25,000     3.747   11/26/07    10/18/10      845      1,111

Swap

   Interest Rate    Cash Flow   (b)     25,000      25,000     3.338   1/4/08    12/18/09      181      603

Swap

   Interest Rate    Cash Flow   (b)     25,774      25,774     2.975   10/16/08    10/30/10      641      628

Swap

   Interest Rate    Cash Flow   (b)     25,000      25,000     4.770   1/4/08    12/18/19      2,922      4,079

Swap

   Interest Rate    Cash Flow   (b)     25,000      25,000     4.423   3/19/08    12/18/19      2,169      3,402
                                           
          $ 258,474    $ 228,774             $ 14,012    $ 18,466
                                           

 

(a) - Notional amount accreting up to $155,000 through October 8, 2010.

(b) - Hedging unsecured variable rate debt.

Concentration of Credit Risk

Concentrations of credit risk arise when a number of tenants related to the Company’s investments or rental operations are engaged in similar business activities, or are located in the same geographic region, or have similar economic features that would cause their inability to meet contractual obligations, including those to the Company, to be similarly affected. The Company regularly monitors its tenant base to assess potential concentrations of credit risk. Management believes the current credit risk portfolio is reasonably well diversified and does not contain any unusual concentration of credit risk. No tenant accounted for 5% or more of the Company’s rents during the three and nine-month periods ended September 30, 2009 and 2008. Recent developments in the general economy and the global credit markets have had a significant adverse effect on companies in numerous industries. The Company has tenants concentrated in various industries that may be experiencing adverse effects from the current economic conditions and the Company could be adversely affected if such tenants go into default under their leases.

10. DISCONTINUED OPERATIONS

For the three-and nine-month periods ended September 30, 2009, income from discontinued operations relates to the four properties that the Company sold during 2009 and three properties designated as held for sale at September 30, 2009. The Company determined that these three properties, consisting of two office buildings located in Trenton, New Jersey and a condominium interest in an office building in Lawrenceville, New Jersey, met the criteria for assets to be disposed of by sale pursuant to the related requirements provided for the classification as held for sale under the accounting standard for long lived assets. Accordingly, at September 30, 2009, these asset groups are required to be measured at the lower of their carrying value or the estimated fair value less costs to sell. No provision for impairment was recognized at September 30, 2009 as the estimated fair value of the properties less costs to sell is higher than the carrying value. The sales of the two office buildings and the condominium interest were closed on October 2 and October 13, 2009, respectively. See Note 17 for details of the sale transactions.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

The following table summarizes the revenue and expense information for the properties classified as discontinued operations for the three-and nine-month periods ended September 30, 2009 (in thousands):

 

     Three-month period
ended September 30, 2009
    Nine-month period
ended September 30, 2009
 

Revenue:

    

Rents

   $ 2,171      $ 7,976   

Tenant reimbursements

     1,602        5,025   

Other

     1        122   
                

Total revenue

     3,774        13,123   

Expenses:

    

Property operating expenses

     1,341        4,540   

Real estate taxes

     531        1,734   

Depreciation and amortization

     512        2,158   

Provision for impairment of discontinued operations

     —          3,700   
                

Total operating expenses

     2,384        12,132   

Interest income

     —          (1
                

Income from discontinued operations before gain on sale of interests in real estate

     1,390        990   

Net loss on sale of interests in real estate

     (6     (1,037
                

Income (loss) from discontinued operations

     1,384        (47

(Income) loss from discontinued operations attributable to non-controlling interest

     (30     14   
                

Income (loss) from discontinued operations attributable to Brandywine Realty Trust

   $ 1,354      $ (33
                

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

For the three-and nine-month periods ended September 30, 2008, income from discontinued operations relates to properties that the Company sold from January 1, 2008 through September 30, 2009 and the properties that were designated as held for sale at September 30, 2009. The following table summarizes the revenue and expense information for properties classified as discontinued operations for the three-and nine-month periods ended September 30, 2008 (in thousands):

 

     Three-month period
ended September 30, 2008
    Nine-month period
ended September 30, 2008
 

Revenue:

    

Rents

   $ 15,659      $ 48,754   

Tenant reimbursements

     1,864        5,397   

Other

     54        250   
                

Total revenue

     17,577        54,401   

Expenses:

    

Property operating expenses

     6,733        18,897   

Real estate taxes

     1,860        5,463   

Depreciation and amortization

     1,627        12,450   

Provision for impairment of discontinued operations

     —          6,850   
                

Total operating expenses

     10,220        43,660   

Interest income

     4        15   

Interest expense

     (1,767     (4,461
                

Income from discontinued operations before gain on sale of interests in real estate

     5,594        6,295   

Net gain on sale of interests in real estate

     —          21,401   
                

Income from discontinued operations

     5,594        27,696   

Income from discontinued operations attributable to non-controlling interest

     (202     (1,094
                

Income from discontinued operations attributable to Brandywine Realty Trust

   $ 5,392      $ 26,602   
                

The following table summarizes the balance sheet information for the three properties identified as held for sale at September 30, 2009 (in thousands):

 

Real Estate Investments:

  

Operating property, development land and construction-in-progress

   $ 85,123   

Accumulated depreciation

     (20,453
        
     64,670   

Receivables

     1,556   

Other assets

     7,780   
        

Total Assets Held for Sale

   $ 74,006   
        

Liabilities held for sale

   $ 666   
        

Discontinued operations have not been segregated in the consolidated statements of cash flows. Therefore, amounts for certain captions will not agree with respective data in the consolidated statements of operations.

11. NON-CONTROLLING INTERESTS IN OPERATING PARTNERSHIP AND CONSOLIDATED REAL ESTATE VENTURES

Operating Partnership

As of September 30, 2009 and December 31, 2008, the aggregate book value of the non-controlling interests associated with these units in the accompanying consolidated balance sheet was $39.3 million and $53.0 million, respectively and the Company believes that the aggregate settlement value of these interests was approximately $31.1 million and $21.7 million, respectively. This amount is based on the number of units outstanding and the closing share price on the balance sheet date.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

Non-Controlling Interest – Partners’ Share of Consolidated Real Estate Ventures

As of September 30, 2009 and December 31, 2008, the Company owned interests in three consolidated real estate ventures that own three office properties containing approximately 0.4 million net rentable square feet. The Company is the primary beneficiary and these consolidated real estate ventures are variable interest entities under the accounting standard for consolidation.

The non-controlling interests associated with certain of the real estate ventures that have finite lives under the terms of the partnership agreements represent mandatorily redeemable interests as defined under the accounting standard for certain financial instruments with characteristics of both liabilities and equity. The aggregate amount related to these non-controlling interests classified within equity is $0.1 million at September 30, 2009 and a nominal amount as of December 31, 2008. The Company believes that the aggregate settlement value of these interests was approximately $8.7 million and $9.1 million at September 30, 2009 and December 31, 2008, respectively. This amount is based on the estimated liquidation values of the assets and liabilities and the resulting proceeds that the Company would distribute to its real estate venture partners upon dissolution, as required under the terms of the respective partnership agreements. Subsequent changes to the estimated liquidation values of the assets and liabilities of the consolidated real estate ventures will affect the Company’s estimate of the aggregate settlement value. The partnership agreements do not limit the amount that the non-controlling interest partners would be entitled to in the event of liquidation of the assets and liabilities and dissolution of the respective partnerships.

12. BENEFICIARIES’ EQUITY

Earnings per Share (EPS)

The following table details the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding):

 

     Three-month periods ended September 30,  
     2009     2008  
     Basic     Diluted     Basic     Diluted  

Numerator

        

Income (loss) from continuing operations

   $ 5,925      $ 5,925      $ (3,848   $ (3,848

Net (loss) income from continuing operations attributable to non-controlling interests

     (131     (131     153        153   

Amount allocable to unvested restricted shareholders

     (73     (73     (226     (226

Preferred share dividends

     (1,998     (1,998     (1,998     (1,998
                                

Income (loss) from continuing operations available to common shareholders

     3,723        3,723        (5,919     (5,919

Income from discontinued operations

     1,384        1,384        5,594        5,594   

Net income (loss) from discontinued operations attributable to non-controlling interests

     (30     (30     (202     (202
                                

Discontinued operations attributable to common shareholders

     1,354        1,354        5,392        5,392   
                                

Net income available to common shareholders

   $ 5,077      $ 5,077      $ (527   $ (527
                                

Denominator

        

Weighted-average shares outstanding

     128,582,498        128,582,498        87,695,892        87,695,892   

Contingent securities/Stock based compensation

     —          1,343,612        —          —     
                                

Total weighted-average shares outstanding

     128,582,498        129,926,110        87,695,892        87,695,892   
                                

Earnings per Common Share:

        

Income from continuing operations attributable to common shareholders

   $ 0.03      $ 0.03      $ (0.07   $ (0.07

Discontinued operations attributable to common shareholders

     0.01        0.01        0.06        0.06   
                                

Net income attributable to common shareholders

   $ 0.04      $ 0.04      $ (0.01   $ (0.01
                                

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

     Nine-month periods ended September 30,  
     2009     2008  
     Basic     Diluted     Basic     Diluted  

Numerator

        

Income (loss) from continuing operations

   $ 12,263      $ 12,263      $ (4,140   $ (4,140

Net (loss) income from continuing operations attributable to non-controlling interests

     (248     (248     217        217   

Amount allocable to unvested restricted shareholders

     (183     (183     (620     (620

Preferred share dividends

     (5,994     (5,994     (5,994     (5,994
                                

Income (loss) from continuing operations available to common shareholders

     5,838        5,838        (10,537     (10,537

Income (loss) from discontinued operations

     (47     (47     27,696        27,696   

Net income (loss) from discontinued operations attributable to non-controlling interests

     14        14        (1,094     (1,094
                                

Discontinued operations attributable to common shareholders

     (33     (33     26,602        26,602   
                                

Net income available to common shareholders

   $ 5,805      $ 5,805      $ 16,065      $ 16,065   
                                

Denominator

        

Weighted-average shares outstanding

     106,273,509        106,273,509        87,423,108        87,423,108   

Contingent securities/Stock based compensation

     —          933,042        —          14,025   
                                

Total weighted-average shares outstanding

     106,273,509        107,206,551        87,423,108        87,437,133   
                                

Earnings per Common Share:

        

Income from continuing operations attributable to common shareholders

   $ 0.05      $ 0.05      $ (0.12   $ (0.12

Discontinued operations attributable to common shareholders

     —          —          0.30        0.30   
                                

Net income attributable to common shareholders

   $ 0.05      $ 0.05      $ 0.18      $ 0.18   
                                

Securities totaling 2,816,621 and 3,276,662 as of September 30, 2009 and 2008, respectively, were excluded from the earnings per share computations because their effect would have been anti-dilutive.

The contingent securities/stock based compensation impact is calculated using the treasury stock method and relates to employee awards settled in shares of the Company. The effect of these securities is anti-dilutive for periods that the Company incurs a net loss available to common shareholders and therefore is excluded from the dilutive earnings per share calculation in such periods.

Unvested restricted shares are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. For the nine months ended September 30, 2009 and 2008, earnings representing nonforfeitable dividends as noted in the table above were allocated to the unvested restricted shares.

Common and Preferred Shares

On September 16, 2009, the Company declared a distribution of $0.10 per Common Share, totaling $12.9 million, which was paid on October 19, 2009 to shareholders of record as of October 5, 2009. On September 16, 2009, the Company declared distributions on its Series C Preferred Shares and Series D Preferred Shares to holders of record as of September 30, 2009. These shares are entitled to a preferential return of 7.50% and 7.375%, respectively. Distributions paid on October 15, 2009 to holders of Series C Preferred Shares and Series D Preferred Shares totaled $0.9 million and $1.1 million, respectively.

On June 2, 2009, the Company completed its public offering (the “offering”) of 40,250,000 of its common shares, par value $0.01 per share. The common shares were issued and sold by the Company to the underwriters at a public offering price of $6.30 per common share in accordance with an underwriting agreement. The common shares sold include 5,250,000 shares issued and sold pursuant to the underwriters’ exercise in full of their over-allotment option under the underwriting agreement. The Company received net proceeds of approximately $242.3 million from the offering net of underwriting discounts, commissions and expenses. The Company used the net proceeds from the offering to repay outstanding borrowings under its $600.0 million unsecured revolving credit facility amounting to $242.0 million and for general corporate purposes.

 

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2009

 

The Company issued 2,000,000 7.50% Series C Cumulative Redeemable Preferred Shares (the “Series C Preferred Shares”) for net proceeds of $48.1 million in 2003. The Series C Preferred Shares are perpetual. On or after December 30, 2008, the Company, at its option, may redeem the Series C Preferred Shares, in whole or in part, by paying $25.00 per share, which is equivalent to its liquidation preference, plus accrued but unpaid dividends.

The Company issued 2,300,000 7.375% Series D Cumulative Redeemable Preferred Shares (the “Series D Preferred Shares”) for net proceeds of $55.5 million in 2004. The Series D Preferred Shares are perpetual. On or after February 27, 2009, the Company, at its option, may redeem the Series D Preferred Shares, in whole or in part, by paying $25.00 per share, which is equivalent to its liquidation preference, plus accrued but unpaid dividends. The Company could not redeem Series D Preferred Shares before February 27, 2009 except to preserve its REIT status.

Common Share Repurchases

The Company maintains a share repurchase program under which the Board has authorized the Company to repurchase its common shares from time to time. The Board initially authorized this program in 1998 and has periodically replenished capacity under the program. On May 2, 2006 the Company’s Board restored capacity to 3.5 million common shares.

The Company did not repurchase any shares during the three-and nine-month periods ended September 30, 2009. As of September 30, 2009, the Company may purchase an additional 0.5 million shares under the plan.

Repurchases may be made from time to time in the open market or in privately negotiated transactions, subject to market conditions and compliance with legal requirements. The share repurchase program does not contain any time limitation and does not obligate the Company to repurchase any shares. The Company may discontinue the program at any time.

13. SHARE BASED AND DEFERRED COMPENSATION

Stock Options

At September 30, 2009, the Company had 2,431,139 options outstanding under its shareholder approved equity incentive plan. There were 1,806,163 options unvested as of September 30, 2009 and $0.7 million of unrecognized compensation expense associated with these options recognized over a weighted average of 1.9 years. During the nine months ended September 30, 2009 the Company recognized $0.3 million of compensation expense, included in general and administrative expense related to unvested options.

Option activity as of September 30, 2009 and changes during the nine months ended September 30, 2009 were as follows:

 

    Shares   Average
Exercise Price
  Remaining Contractual
Term (in years)
  Aggregate Intrinsic
Value (in 000’s)
 

Outstanding at January 1, 2009

  1,754,648   $ 20.41   8.77   $ (30,093

Granted

  676,491     2.91   9.51     5,499,869   

Exercised

  —       —     —       —     

Forfeited or expired

  —       —     —       —     
                     

Outstanding at September 30, 2009

  2,431,139   $ 15.54   8.63   $ (10,936,607
         

Vested/Exercisable at September 30, 2009

  624,976   $ 20.04   7.80   $ (5,571,999

 

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September 30, 2009

 

Restricted Share Awards

As of September 30, 2009, 734,057 restricted shares were outstanding and vest over three to seven years from the initial grant date. The remaining compensation expense to be recognized at September 30, 2009 was approximately $6.2 million. That expense is expected to be recognized over a weighted average remaining vesting period of 2.3 years. The Company recognized compensation expense related to outstanding restricted shares of $2.5 million during the nine months ended September 30, 2009, of which $0.7 million was capitalized as part of the Company’s review of employee salaries eligible for capitalization. The Company recognized $2.4 million of compensation expense during the nine months period ended September 30, 2008. The expensed amounts are included in general and administrative expense on the Company’s consolidated statement of operations in the respective periods.

The following table summarizes the Company’s restricted share activity for the nine-months ended September 30, 2009:

 

     Shares     Weighted
Average Grant
Date Fair value

Non-vested at January 1, 2009

   475,496      $ 26.21

Granted

   372,586        3.36

Vested

   (111,703     22.85

Forfeited

   (2,322     22.19
            

Non-vested at September 30, 2009

   734,057      $ 9.78
        

Restricted Performance Share Units Plan

On April 1, 2009 the Compensation Committee of the Company’s Board of Trustees awarded 488,292 share-based units, referred to as Restricted Performance Share Units (“RPSU”), to executive participants. The awards are contingent upon the Company’s total shareholder return as compared to its industry peers and the employment status of the participants through the performance period. The performance period commenced on January 1, 2009 and will end on the earlier of December 31, 2011 or the date of a change in control.

If the total shareholder return during the measurement period places the Company at or above a certain percentile as compared to its peers based on an industry-based index at the end of the measurement period then the number of shares that will be delivered shall equal a certain percentage of the participant’s base units.

The participants will also receive dividend equivalent rights (“DER”) based on the initial number of the units awarded. The DER will be calculated throughout the vesting period and the dollar value of the DER will be used to purchase additional RPSU. All shares due to the participants will be delivered on March 1, 2012. On April 1, 2009, the Company awarded 488,292 RPSU to its officers. The shares awarded have a three year cliff vesting period which is the period the $1.1 million fair value of the awards will be amortized. On the date of the grant, the awards were valued using a Monte Carlo simulation. For the three and nine month periods ended September 30, 2009, the Company recognized compensation expense of $0.1 and $0.2 million, respectively, related to this plan.

Outperformance Program

On August 28, 2006, the Compensation Committee of the Company’s Board of Trustees adopted a long-term incentive compensation program (the “outperformance program”) under the 1997 Plan. The outperformance program provided for share-based awards, with share issuances (if any), to take the form of both vested and restricted common shares and with any share issuances contingent upon the Company’s total shareholder return during a three year measurement period exceeding specified performance hurdles. These hurdles were not met and, accordingly, no shares were delivered under the outperformance program and the outperformance program, has terminated in accordance with its terms. The awards under the outperformance program were accounted for in accordance with the accounting standard for stock-based compensation. The aggregate grant date fair values of the awards under the outperformance

 

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program, as adjusted for estimated forfeitures, were approximately $5.9 million (with the values determined through a Monte Carlo simulation) and are being amortized into expense over the five-year vesting period beginning on the grant dates using a graded vesting attribution model.

For the three-and nine-month periods ended September 30, 2009, the Company recognized $0.2 million and $0.8 million, respectively, of compensation expenses related to the outperformance program. For the three-and nine-month periods ended September 30, 2008, the Company recognized $0.4 million and $1.1 million, respectively, of compensation expense related to the outperformance program.

Employee Share Purchase Plan

On May 9, 2007, the Company’s shareholders approved the 2007 Non-Qualified Employee Share Purchase Plan (the “ESPP”). The ESPP is intended to provide eligible employees with a convenient means to purchase common shares of the Company through payroll deductions and voluntary cash purchases at an amount equal to 85% of the average closing price per share for a specified period. Under the plan document, the maximum participant contribution for the 2009 plan year is limited to the lesser of 20% of compensation or $25,000. The number of shares reserved for issuance under the ESPP is 1.25 million. During the three-and nine-month periods ended September 30, 2009, employees made purchases of $0.1 million and $0.3 million, respectively, under the ESPP. The Company recognized $0.1 million of compensation expense related to the ESPP during the nine months ended September 30, 2009. During the three-and nine-month periods ended September 30, 2008, employees made purchases of $0.1 million and $0.5 million, respectively under the ESPP. The Company recognized $0.1 million of compensation expense related to the ESPP during the nine months ended September 30, 2008. The Board of Trustees of the Company may terminate the ESPP at its sole discretion at anytime.

Deferred Compensation

In January 2005, the Company adopted a Deferred Compensation Plan (the “Plan”) that allows trustees and certain key employees to voluntarily defer compensation. Compensation expense is recorded for the deferred compensation and a related liability is recognized. Participants may elect designated benchmark investment options for the notational investment of their deferred compensation. The deferred compensation obligation is adjusted for deemed income or loss related to the investments selected. At the time the participants defer compensation, the Company records a liability, which is included in the Company’s consolidated balance sheet. The liability is adjusted for changes in the market value of the participants selected investments at the end of each accounting period, and the impact of adjusting the liability is recorded as an increase or decrease to compensation cost. As of September 30, 2009 and 2008, the Company recorded a net increase in compensation costs of $1.2 million and a reduction of $1.3 million, respectively, in connection with the Plan due to the change in market value of the participant investments in the Plan.

The deferred compensation obligations are unfunded, but the Company has purchased company-owned life insurance policies which can be utilized as a future funding source for the obligations related to the Plan. Participants in the Plan have no interest in any assets set aside by the Company to meet its obligations under the deferral plan.

Participants in the Plan may elect to have all or a portion of their deferred compensation invested in the Company’s common shares. The Company holds these shares in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. The Plan does not provide for diversification of a participant’s deferral allocated to the Company common share and deferrals allocated to Company common share can only be settled with a fixed number of shares. In accordance with the accounting standard for deferred compensation arrangements where amounts earned are held in a rabbi trust and invested, the deferred compensation obligation associated with Company’s common share is classified as a component of shareholder’s equity and the related shares are treated as shares to be issued and are included in total shares outstanding. At September 30, 2009 and 2008, there were 0.3 million and 0.2 million shares, respectively, to be issued included in total shares outstanding. Subsequent changes in the fair value of the common shares are not reflected in operations or shareholders’ equity of the Company.

 

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14. TAX CREDIT TRANSACTIONS

Historic Tax Credit Transaction

On November 17, 2008, the Company closed a transaction with US Bancorp (“USB”) related to the historic rehabilitation of the 30th Street Post Office in Philadelphia, Pennsylvania (“Project”), an 862,692 square foot office building which is 100% pre-leased to the Internal Revenue Service (expected commencement of the IRS lease is August 2010). USB has agreed to contribute approximately $67.9 million of Project costs and advanced $10.2 million of that contemporaneously with the closing of the transaction. The remaining funds will be advanced in 2009 and 2010 subject to the Company’s achievement of certain construction milestones and its compliance with the federal rehabilitation regulations. In return for the investment, USB will, upon completion of the Project in 2010, receive substantially all of the rehabilitation credits available under section 47 of the Internal Revenue Code.

In exchange for its contributions into the Project, USB is entitled to substantially all of the benefits derived from the tax credit, but does not have a material interest in the underlying economics of the property. This transaction also includes a put/call provision whereby the Company may be obligated or entitled to repurchase USB’s interest in the Project. The Company believes the put will be exercised and an amount attributed to that puttable non-controlling interest obligation is included in other liabilities.

Based on the contractual arrangements that obligate the Company to deliver tax benefits and provide other guarantees to USB and that entitle the Company through fee arrangements to receive substantially all available cash flow from the Project, the Company concluded that the Project should be consolidated in accordance with the accounting standard for consolidation. The Company also concluded that capital contributions received from USB, in substance, are consideration that the Company receives in exchange for its obligation to deliver tax credits and other tax benefits to USB. These receipts other than the amounts allocated to the put obligation will be recognized as revenue in the consolidated financial statements beginning when the obligation to USB is relieved upon delivery of the expected tax benefits net of any associated costs. The USB contribution made during 2008 of $10.0 million, net of the amount allocated to non-controlling interest of $0.2 million described above, is included in other liabilities on the Company’s consolidated balance sheet at September 30, 2009 and December 31, 2008. The Company anticipates that upon completion of the Project in 2010 it will begin to recognize the cash received as revenue as the five year credit recapture period expires as defined in the Internal Revenue Code.

Direct and incremental costs incurred in structuring the arrangement are deferred and amortized in proportion to the recognition of the related revenue. The deferred cost at September 30, 2009 is $2.3 million and is included in other assets on the Company’s consolidated balance sheet. Amounts included in interest expense related to the accretion of the non-controlling interest liability and the 2% return expected to be paid to USB on its non-controlling interest aggregate to $0.1 million for the nine months ended September 30, 2009.

New Markets Tax Credit Transaction

On December 30, 2008, the Company entered into a transaction with USB related to the Cira Garage Project (“garage project”) in Philadelphia, Pennsylvania and expects to receive a net benefit of $7.8 million under a qualified New Markets Tax Credit Program (“NMTC”). The NMTC was provided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) and is intended to induce investment capital in underserved and impoverished areas of the United States. The Act permits taxpayers (whether companies or individuals) to claim credits against their Federal income taxes for up to 39% of qualified investments in qualified, active low-income businesses or ventures.

USB contributed $13.3 million into the garage project and as such they are entitled to substantially all of the benefits derived from the tax credit, but they do not have a material interest in the underlying economics of the garage project. This transaction also includes a put/call provision whereby the Company may be obligated or entitled to repurchase USB’s interest. The Company believes the put will be exercised and an amount attributed to that puttable non controlling interest obligation is included in other liabilities.

 

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Based on the contractual arrangements that obligate the Company to deliver tax benefits and provide various other guarantees to USB, the Company concluded that the project should be consolidated in accordance with FIN 46R. Proceeds received in exchange for the transfer of the tax credits will be recognized when the tax benefits are delivered without risk of recapture to the tax credit investors and the Company’s obligation is relieved. Accordingly, the USB contribution of $13.3 million is included in other liabilities on the Company’s consolidated balance sheet at September 30, 2009 and December 31, 2008.

Direct and incremental costs incurred in structuring the arrangement are deferred and amortized over the expected duration of the arrangement in proportion to the recognition of the related revenue. The deferred asset at September 30, 2009 is $5.3 million and is included in other assets on the Company’s consolidated balance sheet.

The Company anticipates that it will recognize the net cash received as revenue within other income/expense in the year ended December 31, 2015. The NMTC is subject to 100% recapture for a period of seven years.

15. SEGMENT INFORMATION

As of September 30, 2009, the Company manages its portfolio within six segments: (1) Pennsylvania, (2) Metropolitan Washington D.C, (3) New Jersey/Delaware, (4) Richmond, Virginia, (5) California and (6) Austin, Texas. The Pennsylvania segment includes properties in Chester, Delaware, Bucks, and Montgomery counties in the Philadelphia suburbs and the City of Philadelphia in Pennsylvania. The Metropolitan Washington, D.C. segment includes properties in Northern Virginia and suburban Maryland. The New Jersey/Delaware segment includes properties in Burlington, Camden and Mercer counties and counties in the southern and central part of New Jersey and in New Castle county in the state of Delaware. The Richmond, Virginia segment includes properties primarily in Albemarle, Chesterfield, Goochland and Henrico counties and Durham, North Carolina. The California segment includes properties in Oakland, Concord, Carlsbad and Rancho Bernardo. The Austin, Texas segment includes properties in Coppell and Austin. The corporate group is responsible for cash and investment management, development of certain real estate properties during the construction period, and certain other general support functions. Land held for development and construction in progress are transferred to operating properties by region upon completion of the associated construction or project.

The Austin, Texas segment was previously known as the Southwest segment. In order to provide specificity and to reflect the disposition of properties in Dallas, Texas in 2007, the Company now considers this segment to be Austin, Texas. The California segment was previously broken out into California – North and California – South. Upon the completion of the Northern California transaction in 2008, the Company owns three properties and two land parcels in Northern California. As a result, the California – North and the California – South segments, effective as of the fourth quarter of 2008, are combined into the California segment. The Company has restated the corresponding items of segment information for the three and nine month periods ended September 30, 2008 to conform to the new presentation.

 

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Segment information is as follows (in thousands):

 

     Pennsylvania    Metropolitan, D.C.    New Jersey
/Delaware
   Richmond,
Virginia
   California    Austin, Texas    Corporate     Total

As of September 30, 2009:

                      

Real estate investments, at cost:

                      

Operating properties

   $ 1,724,866    $ 1,365,086    $ 600,191    $ 297,969    $ 248,549    $ 276,717    $ —        $ 4,513,378

Construction-in-progress

   $ —      $ —      $ —      $ —      $ —      $ —      $ 229,259      $ 229,259

Land inventory

   $ —      $ —      $ —      $ —      $ —      $ —      $ 97,390      $ 97,390

As of December 31, 2008:

                      

Real estate investments, at cost:

                      

Operating properties

   $ 1,734,948    $ 1,371,997    $ 674,503    $ 297,171    $ 248,876    $ 280,825    $ —        $ 4,608,320

Construction-in-progress

   $ —      $ —      $ —      $ —      $ —      $ —      $ 122,219      $ 122,219

Land inventory

   $ —      $ —      $ —      $ —      $ —      $ —      $ 100,516      $ 100,516

For the three-months ended September 30, 2009:

                      

Total revenue

   $ 59,156    $ 35,412    $ 26,241    $ 9,031    $ 8,572    $ 8,493    $ (312   $ 146,593

Property operating expenses, real estate taxes and third party management expenses

     21,073      12,552      12,195      3,417      3,735      3,606      (24     56,554
                                                        

Net operating income

   $ 38,083    $ 22,860    $ 14,046    $ 5,614    $ 4,837    $ 4,887    $ (288   $ 90,039
                                                        

For the three-months ended September 30, 2008:

                      

Total revenue

   $ 58,727    $ 34,049    $ 25,988    $ 9,400    $ 7,299    $ 9,352    $ (477   $ 144,338

Property operating expenses, real estate taxes and third party management expenses

     21,692      12,032      13,027      3,132      2,293      3,958      (679     55,455
                                                        

Net operating income

   $ 37,035    $ 22,017    $ 12,961    $ 6,268    $ 5,006    $ 5,394    $ 202      $ 88,883
                                                        

For the nine-months ended September 30, 2009:

                      

Total revenue

   $ 178,215    $ 105,222    $ 77,136    $ 27,481    $ 22,104    $ 26,411    $ (985   $ 435,584

Property operating expenses, real estate taxes and third party management expenses

     65,441      39,304      35,424      10,704      10,513      11,615      (746     172,255
                                                        

Net operating income

   $ 112,774    $ 65,918    $ 41,712    $ 16,777    $ 11,591    $ 14,796    $ (239   $ 263,329
                                                        

For the nine-months ended September 30, 2008:

                      

Total revenue

   $ 183,073    $ 102,538    $ 77,681    $ 28,221    $ 21,938    $ 28,335    $ (1,475   $ 440,311

Property operating expenses, real estate taxes and third party management expenses

     64,509      36,264      35,532      9,314      8,345      12,316      2,545        168,825
                                                        

Net operating income

   $ 118,564    $ 66,274    $ 42,149    $ 18,907    $ 13,593    $ 16,019    $ (4,020   $ 271,486
                                                        

 

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Net operating income is defined as total revenue less property operating expenses, real estate taxes and third party management expenses. Segment net operating income includes revenue, real estate taxes and property operating expenses directly related to operation and management of the properties owned and managed within the respective geographical region. Segment net operating income excludes property level depreciation and amortization, revenue and expenses directly associated with third party real estate management services, expenses associated with corporate administrative support services, and inter-company eliminations. Below is a reconciliation of consolidated net operating income to consolidated income from continuing operations:

 

     Three-month periods
ended September 30,
    Nine-month periods
ended September 30,
 
     2009     2008     2009     2008  

Consolidated net operating income

   $ 90,039      $ 88,883      $ 263,329      $ 271,486   

Less:

        

Interest expense

     (31,455     (36,037     (102,045     (109,822

Deferred financing costs

     (1,579     (1,092     (4,725     (3,798

Recognized hedge activity

     (1,517     —          (1,822     —     

Depreciation and amortization

     (51,422     (50,019     (155,852     (151,627

General & administrative expenses

     (5,018     (6,863     (15,491     (17,902

Plus:

        

Interest income

     473        221        1,695        603   

Equity in income of real estate ventures

     1,331        1,059        3,450        3,838   

Net loss on sales of interests in undepreciated real estate

     —          —          —          (24

Gain on early extinguishment of debt

     5,073        —          23,724        3,106   
                                

Income (loss) from continuing operations

     5,925        (3,848     12,263        (4,140

Income (loss) from discontinued operations

     1,384        5,594        (47     27,696   
                                

Net income

   $ 7,309      $ 1,746      $ 12,216      $ 23,556   
                                

16. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is involved from time to time in litigation on various matters, including disputes with tenants and disputes arising out of agreements to purchase or sell properties. Given the nature of the Company’s business activities, these lawsuits are considered routine to the conduct of its business. The result of any particular lawsuit cannot be predicted, because of the very nature of litigation, the litigation process and its adversarial nature, and the jury system. The Company does not expect that the liabilities, if any, that may ultimately result from such legal actions will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Environmental

As an owner of real estate, the Company is subject to various environmental laws of federal, state, and local governments. The Company’s compliance with existing laws has not had a material adverse effect on its financial condition and results of operations, and the Company does not believe it will have a material adverse effect in the future. However, the Company cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on its current Properties or on properties that the Company may acquire.

Ground Rent

Future minimum rental payments under the terms of all non-cancellable ground leases under which the Company is the lessee are expensed on a straight-line basis regardless of when payments are due. Minimum future rental payments on non-cancelable leases at September 30, 2009 are as follows (in thousands):

 

2009

   $ 497

2010

     2,236

2011

     2,318

2012

     2,318

2013

     2,318

Thereafter

     290,313

 

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One of the land leases for a property (currently under development) provides for contingent rent participation by the lessor in certain capital transactions and net operating cash flows of the property after certain returns are achieved by the Company. Such amounts, if any, will be reflected as contingent rent when incurred. The leases also provide for payment by the Company of certain operating costs relating to the land, primarily real estate taxes. The above schedule of future minimum rental payments does not include any contingent rent amounts nor any reimbursed expenses.

Other Commitments or Contingencies

As part of the Company’s September 2004 acquisition of a portfolio of properties from The Rubenstein Company (which the Company refers to as the TRC acquisition), the Company acquired its interest in Two Logan Square, a 702,006 square foot office building in Philadelphia, primarily through its ownership of a second and third mortgage secured by this property. This property is consolidated as the borrower is a variable interest entity and the Company, through its ownership of the second and third mortgages, is the primary beneficiary. The Company currently does not expect to take title to Two Logan Square until, at the earliest, September 2019. If the Company takes fee title to Two Logan Square upon a foreclosure of its mortgage, the Company has agreed to pay an unaffiliated third party that holds a residual interest in the fee owner of this property an amount equal to $0.6 million (if we must pay a state and local transfer taxes upon taking title) and $2.9 million (if no transfer tax is payable upon the transfer).

The Company is currently being audited by the Internal Revenue Service for its 2004 tax year. The audit concerns the tax treatment of the TRC transaction in September 2004 in which the Company acquired a portfolio of properties through the acquisition of a limited partnership. At this time it does not appear that an adjustment would result in a material tax liability for the Company. However, an adjustment could raise a question as to whether a contributor of partnership interests in the 2004 transaction could assert a claim against the Company under the tax protection agreement entered into as part of the transaction.

As part of the Company’s 2006 acquisition of Prentiss Properties Trust, the TRC acquisition in 2004 and several of our other transactions, the Company agreed not to sell certain of the properties it acquired in transactions that would trigger taxable income to the former owners. In the case of the TRC acquisition, the Company agreed not to sell acquired properties for periods up to 15 years from the date of the TRC acquisition as follows at September 30, 2009: One Rodney Square and 130/150/170 Radnor Financial Center (January 2015); and One Logan Square, Two Logan Square and Radnor Corporate Center (January 2020). In the Prentiss acquisition, the Company assumed the obligation of Prentiss not to sell Concord Airport Plaza before March 2018. The Company’s agreements generally provide that it may dispose of the subject properties only in transactions that qualify as tax-free exchanges under Section 1031 of the Internal Revenue Code or in other tax deferred transactions. If the Company were to sell a restricted property before expiration of the restricted period in a non-exempt transaction, the Company may be required to make significant payments to the parties who sold it the applicable property on account of tax liabilities attributed to them.

The Company invests in its properties and regularly incurs capital expenditures in the ordinary course to maintain the properties. The Company believes that such expenditures enhance our competitiveness. The Company also enters into construction, utility and service contracts in the ordinary course of business which may extend beyond one year. These contracts typically provide for cancellation with insignificant or no cancellation penalties.

During 2008, in connection with our development of the Post Office project and the garage project, the Company entered into a historic tax credit and new market tax credit arrangement, respectively (see Note 13). The Company is required to be in compliance with various laws, regulations and contractual provisions that apply to its historic and new market tax credit arrangements. Non-compliance with applicable requirements could result in projected tax benefits not being realized and require a refund or

 

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reduction of investor capital contributions, which are principally reported as deferred income within other liabilities in the Company’s consolidated balance sheet, until such time as its obligation to deliver tax benefits is relieved. The remaining compliance periods for its tax credit arrangements runs through 2015. The Company does not anticipate that any material refunds or reductions of investor capital contributions will be required in connection with these arrangements.

On June 29, 2009, the Company entered into a forward financing commitment to borrow up to $256.5 million under two separate loans which are secured by mortgages on the Post Office project, the garage project and by the leases of space at these facilities upon the completion of these projects (See Note 7). In order for funding to occur, certain conditions must be met by the Company and primarily relate to the completion of the projects and the commencement of the rental payments from the respective leases on these properties. The expected funding date is scheduled on August 26, 2010 which is also the anticipated completion date of the projects. In the event the said conditions were not met, the Company has the right to extend the funding date by paying an extension fee amounting to $1.8 million for each 30 day extension within the allowed two year extension period. In addition, the Company can also voluntarily elect to terminate the loans during the forward period including the extension period by paying a termination fee. The Company is also subject to the termination fee if the conditions were not met on the final advance date. The termination fee is calculated as the greater of the 0.5% of the total available principal to be funded or the difference between the present value of the scheduled interest and principal payments (based on the principal amount to be funded and the then 20-year treasury rate plus 50 basis points) from the funding date through the loans’ maturity date and the amount to be funded. In addition, deferred financing costs related to these loans will be accelerated if the Company chose to terminate the forward financing commitment.

17. SUBSEQUENT EVENTS

On October 1, 2009, the Company sold two office properties, totaling 473,658 net rentable square feet in Trenton, New Jersey for an aggregate sales price of $85.0 million. The Company provided to the buyer a $22.5 million seven-year, approximately 6.00% cash pay/7.64% accrual second mortgage loan.

On October 13, 2009, the Company sold a condominium interest in an office building consisting of 40,508 square feet in Lawrenceville, New Jersey, for a sales price of $7.9 million.

The Company has evaluated subsequent events through November 6, 2009, the date the financial statements were issued.

 

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PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except unit and per unit information)

 

     September 30,
2009
    December 31,
2008 (as adjusted)
 

ASSETS

    

Real estate investments:

    

Operating properties

   $ 4,513,378      $ 4,608,320   

Accumulated depreciation

     (695,870     (639,688
                

Operating real estate investments, net

     3,817,508        3,968,632   

Construction-in-progress

     229,259        122,219   

Land inventory

     97,390        100,516   
                

Total real estate investments, net

     4,144,157        4,191,367   

Cash and cash equivalents

     3,296        3,924   

Cash in escrow

     —          31,385   

Accounts receivable, net

     7,282        11,762   

Accrued rent receivable, net

     85,708        86,362   

Asset held for sale, net

     74,006        —     

Investment in real estate ventures, at equity

     75,929        71,028   

Deferred costs, net

     109,503        89,327   

Intangible assets, net

     114,080        145,757   

Notes receivable

     49,114        48,048   

Other assets

     58,227        59,008   
                

Total assets

   $ 4,721,302      $ 4,737,968   
                

LIABILITIES AND EQUITY

    

Mortgage notes payable

   $ 554,616      $ 487,525   

Borrowing under credit facilities

     —          153,000   

Unsecured term loan

     183,000        183,000   

Unsecured senior notes, net of discounts

     1,771,903        1,917,970   

Accounts payable and accrued expenses

     96,877        74,824   

Distributions payable

     15,238        29,288   

Tenant security deposits and deferred rents

     52,012        58,692   

Acquired below market leases, net

     39,639        47,626   

Other liabilities

     61,539        63,545   

Liabilities related to assets held for sale

     666        —     
                

Total liabilities

     2,775,490        3,015,470   

Commitments and contingencies (Note 15)

    

Redeemable limited partnership units

    

2,816,621 issued and outstanding in 2009 and 2008.

     43,699        54,166   

Brandywine Operating Partnership’s equity:

    

7.50% Series D Preferred Mirror Units; 2,000,000 issued and outstanding in 2009 and 2008

     47,912        47,912   

7.375% Series E Preferred Mirror Units; 2,300,000 issued and outstanding in 2009 and 2008

     55,538        55,538   

General Partnership Capital, 128,849,176 and 88,610,053 units issued in 2009 and 2008, respectively and 128,582,334 and 88,158,937 units outstanding in 2009 and 2008, respectively

     1,809,186        1,581,887   

Accumulated other comprehensive loss

     (10,666     (17,005
                

Total Brandywine Operating Partnership’s equity

     1,901,970        1,668,332   

Non-controlling interest - consolidated real estate ventures

     143        —     
                

Total equity

     1,902,113        1,668,332   
                

Total liabilities and equity

   $ 4,721,302      $ 4,737,968   
                

The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except unit and per unit information)

 

     For the three-month periods ended     For the nine-month periods ended  
     September 30,     September 30,  
     2009     2008 (as adjusted)     2009     2008 (as adjusted)  

Revenue:

        

Rents

   $ 119,599      $ 120,285      $ 359,513      $ 362,342   

Tenant reimbursements

     19,164        18,553        56,853        55,920   

Termination fees

     1,764        338        2,840        4,462   

Third party management fees, labor reimbursement and leasing

     5,194        4,390        14,055        15,239   

Other

     872        772        2,323        2,348   
                                

Total revenue

     146,593        144,338        435,584        440,311   

Operating Expenses:

        

Property operating expenses

     40,050        39,143        122,857        118,032   

Real estate taxes

     14,248        14,522        43,059        44,376   

Third party management expenses

     2,256        1,790        6,339        6,417   

Depreciation and amortization

     51,422        50,019        155,852        151,627   

General & administrative expenses

     5,018        6,863        15,491        17,902   
                                

Total operating expenses

     112,994        112,337        343,598        338,354   
                                

Operating income

     33,599        32,001        91,986        101,957   

Other Income (Expense):

        

Interest income

     473        221        1,695        603   

Interest expense

     (31,455     (36,037     (102,045     (109,822

Interest expense - Deferred financing costs

     (1,579     (1,092     (4,725     (3,798

Recognized hedge activity

     (1,517     —          (1,822     —     

Equity in income of real estate ventures

     1,331        1,059        3,450        3,838   

Net loss on disposition of undepreciated real estate

     —          —          —          (24

Gain on early extinguishment of debt

     5,073        —          23,724        3,106