þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number |
001-9106 (Brandywine Realty Trust)
000-24407 (Brandywine Operating Partnership, L.P.) |
MARYLAND (Brandywine Realty Trust) | 23-2413352 | |
DELAWARE (Brandywine Operating Partnership L.P.) | 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) |
Registrants telephone number, including area code | (610) 325-5600 |
Brandywine Realty Trust
|
Yes þ No o | |
Brandywine Operating Partnership, L.P.
|
Yes þ No o |
Brandywine Realty Trust
|
Large accelerated filer þ Accelerated filer o Non-accelerated filer o | |
Brandywine Operating Partnership, L.P.
|
Large accelerated filer o Accelerated filer þ Non-accelerated filer o |
Brandywine Realty Trust
|
Yes o No þ | |
Brandywine Operating Partnership, L.P.
|
Yes o No þ |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
(unaudited, in thousands, except share and per share information)
March 31,
December 31,
2007
2006
$
4,773,814
$
4,927,305
(522,286
)
(515,698
)
4,251,528
4,411,607
346,555
328,119
4,598,083
4,739,726
3,885
25,379
109,102
18,339
19,957
72,433
71,589
127,333
126,016
72,983
74,574
77,002
73,708
248,384
281,251
107,936
96,818
$
5,435,480
$
5,509,018
$
879,232
$
883,920
1,908,435
2,208,310
404,000
60,000
103,650
108,400
42,321
42,760
58,655
55,697
76,639
92,527
16,620
14,661
14,404
20,826
3,503,956
3,487,101
34,428
87,664
89,563
20
20
23
23
872
883
2,277,828
2,311,541
443,136
423,764
2,428
1,576
(880,447
)
(839,881
)
1,843,860
1,897,926
$
5,435,480
$
5,509,018
Table of Contents
(unaudited, in thousands, except share and per share information)
For the three-month periods
ended March 31,
2007
2006
$
137,940
$
123,069
20,823
16,634
4,338
4,215
163,101
143,918
61,232
55,181
62,047
51,212
7,269
8,490
130,548
114,883
32,553
29,035
787
2,650
(40,358
)
(40,378
)
(1,258
)
(479
)
754
965
(7,522
)
(8,207
)
(116
)
298
411
435
(7,227
)
(7,474
)
1,776
5,246
26,009
(187
)
(1,186
)
(227
)
26,599
4,832
19,372
(2,642
)
(1,998
)
(1,998
)
$
17,374
$
(4,640
)
$
(0.10
)
$
(0.11
)
0.30
0.05
$
0.20
$
(0.05
)
$
(0.10
)
$
(0.11
)
0.30
0.05
$
0.19
$
(0.05
)
$
0.44
$
0.44
88,287,426
89,299,967
89,236,342
89,742,981
Table of Contents
(unaudited, in thousands)
For the three-month periods
ended March 31,
2007
2006
$
19,372
$
(2,642
)
1,450
1,758
(513
)
3,266
9
96
(607
)
(592
)
852
4,015
$
20,224
$
1,373
Table of Contents
(unaudited, in thousands)
Three-month periods
ended March 31,
2007
2006
$
19,372
$
(2,642
)
48,508
41,079
1,257
480
3,842
2,166
(3,613
)
(1,939
)
14,247
16,806
1,213
776
(7,063
)
(7,708
)
500
1,056
(84
)
(486
)
(26,009
)
891
(319
)
5,416
(4,018
)
(11,167
)
(7,482
)
7,286
3,870
3,390
10,918
(7,465
)
2,681
50,521
55,238
(935,856
)
(12,480
)
(63,732
)
109,127
134,064
(68,015
)
(52,364
)
(512
)
(358
)
1,849
1,717
(9,259
)
(2,621
)
(30,542
)
(867,898
)
442,000
215,000
(98,000
)
(205,000
)
20,520
(4,695
)
(6,807
)
750,000
(750,000
)
847,818
(299,866
)
3,266
10
(72
)
(5,581
)
6,166
1,923
(44,677
)
(41,031
)
(27,985
)
(1,298
)
(1,377
)
(41,473
)
841,787
(21,494
)
29,127
25,379
7,174
$
3,885
$
36,301
$
24,023
$
23,350
1,022,173
64,103
13,819
109,102
679,520
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
March 31, 2007
December 31, 2006
$
724,642
$
756,400
3,665,362
3,807,040
383,810
363,865
4,773,814
4,927,305
Table of Contents
Table of Contents
At January 5, 2006
$
282,584
1,942,728
120,610
57,329
2,403,251
6,031
187,907
98,382
26,352
312,641
66,921
193,089
8,868
581,519
2,990,801
532,607
78,610
186,116
6,475
78,911
43,995
122,906
926,714
104,658
$
1,959,429
Table of Contents
Three-month period
ended March 31, 2006
(unaudited)
$
147,322
(7,124
)
(4,289
)
$
(0.11
)
$
(0.10
)
$
(0.11
)
$
(0.10
)
$
(0.05
)
$
(0.05
)
$
(0.05
)
$
(0.05
)
Table of Contents
2007
2006
$
376,574
$
365,168
42,645
52,935
26,333
28,764
358,659
332,589
39,610
56,888
72,983
74,574
Three-month periods
ended March 31,
2007
2006
$
18,314
$
19,724
6,297
7,994
5,238
4,994
4,229
4,873
2,551
1,862
754
965
Table of Contents
March 31, 2007
Accumulated
Deferred Costs,
Total Cost
Amortization
net
$
88,913
$
(29,083
)
$
59,830
22,322
(5,150
)
17,172
$
111,235
$
(34,233
)
$
77,002
December 31, 2006
Accumulated
Deferred Costs,
Total Cost
Amortization
net
$
83,629
$
(28,278
)
$
55,351
24,648
(6,291
)
18,357
$
108,277
$
(34,569
)
$
73,708
March 31, 2007
Accumulated
Total Cost
Amortization
Deferred Costs, net
$
183,089
$
(51,153
)
$
131,936
119,377
(22,375
)
97,002
31,878
(12,432
)
19,446
$
334,344
$
(85,960
)
$
248,384
$
103,865
$
(27,226
)
$
76,639
December 31, 2006
Accumulated
Total Cost
Amortization
Deferred Costs, net
$
207,513
$
(52,293
)
$
155,220
124,605
(19,572
)
105,033
32,667
(11,669
)
20,998
$
364,785
$
(83,534
)
$
281,251
$
118,536
$
(26,009
)
$
92,527
Table of Contents
Assets
Liabilities
$
39,395
$
14,009
45,049
14,747
39,795
12,758
33,920
10,258
27,040
8,471
63,185
16,396
$
248,384
$
76,639
Table of Contents
Table of Contents
Table of Contents
$
129,683
138,227
762,306
453,803
481,158
1,216,391
$
3,181,568
Table of Contents
Three-month period
ended March 31, 2007
$
10,937
684
69
11,690
4,012
1,308
4,594
9,914
1,776
26,009
(1,186
)
$
26,599
Table of Contents
Three-month period
ended March 31, 2006
$
24,713
2,469
370
27,552
9,411
3,487
9,122
22,020
5,532
(286
)
5,246
(187
)
(227
)
$
4,832
$
114,237
(7,774
)
106,463
20,870
$
127,333
$
14,404
Table of Contents
Three-month periods ended March 31,
2007
2006
Basic
Diluted
Basic
Diluted
$
(7,227
)
$
(7,227
)
$
(7,474
)
$
(7,474
)
26,599
26,599
4,832
4,832
(1,998
)
(1,998
)
(1,998
)
(1,998
)
$
17,374
$
17,374
$
(4,640
)
$
(4,640
)
88,287,426
88,287,426
89,299,967
89,299,967
948,916
443,014
88,287,426
89,236,342
89,299,967
89,742,981
$
(0.10
)
$
(0.10
)
$
(0.11
)
$
(0.11
)
0.30
0.30
0.05
0.05
$
0.20
$
0.19
$
(0.05
)
$
(0.05
)
Table of Contents
Weighted
Weighted Average
Average
Remaining Contractual
Aggregate Intrinsic
Shares
Exercise Price
Term (in years)
Value (in 000's)
1,286,070
$
26.45
1.50
8,739
(198,495
)
28.80
0.87
1,171
1,087,575
$
26.03
1.32
8,029
1,087,575
$
26.03
1.32
8,029
1,087,575
$
26.03
1.32
8,029
Table of Contents
Weighted
Average Grant
Shares
Date Fair value
338,860
$
28.23
216,828
35.19
(96,068
)
26.28
(2,124
)
30.55
457,496
$
31.90
Table of Contents
Table of Contents
Pennsylvania
Pennsylvania
Richmond,
Northern
Southern
Metropolitan
West
North
New Jersey
Urban
Virginia
California
California
Washington, D.C.
Southwest
Corporate
Total
$
926,700
$
440,726
$
554,586
$
575,636
$
250,935
$
402,033
$
105,810
$
1,284,748
$
232,640
$
$
4,773,814
346,555
346,555
$
922,347
$
530,436
$
570,009
$
568,008
$
244,519
$
396,927
$
95,942
$
1,255,940
$
343,177
$
$
4,927,305
328,119
328,119
$
27,509
$
19,481
$
24,675
$
23,455
$
8,940
$
15,091
$
3,141
$
32,385
$
8,239
$
185
$
163,101
11,696
7,641
11,264
9,734
3,495
6,679
1,727
11,785
4,222
(7,011
)
61,232
$
15,813
$
11,840
$
13,411
$
13,721
$
5,445
$
8,412
$
1,414
$
20,600
$
4,017
$
7,196
$
101,869
$
25,233
$
18,275
$
23,695
$
19,560
$
7,483
$
13,678
$
2,674
$
26,157
$
9,409
$
(2,246
)
$
143,918
8,468
9,776
9,815
8,871
2,966
5,137
1,103
9,270
3,795
(4,020
)
55,181
$
16,765
$
8,499
$
13,880
$
10,689
$
4,517
$
8,541
$
1,571
$
16,887
$
5,614
$
1,774
$
88,737
Table of Contents
Three-month periods
ended March 31,
2007
2006
$
101,869
$
88,737
787
2,650
(40,358
)
(40,378
)
(1,258
)
(479
)
(62,047
)
(51,212
)
(7,269
)
(8,490
)
(116
)
298
411
435
754
965
(7,227
)
(7,474
)
26,599
4,832
$
19,372
$
(2,642
)
Table of Contents
Table of Contents
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share information)
March 31,
December 31,
2007
2006
$
4,773,814
$
4,927,305
(522,286
)
(515,698
)
4,251,528
4,411,607
346,555
328,119
4,598,083
4,739,726
3,885
25,379
109,102
18,339
19,957
72,433
71,589
127,333
126,016
72,983
74,574
77,002
73,708
248,384
281,251
107,936
96,818
$
5,435,480
$
5,509,018
$
879,232
$
883,920
1,908,435
2,208,310
404,000
60,000
103,650
108,400
42,321
42,760
58,655
55,697
76,639
92,527
16,620
14,661
14,404
20,826
3,503,956
3,487,101
34,436
135,039
131,711
47,912
47,912
55,538
55,538
1,690,608
1,750,745
2,427
1,575
1,796,485
1,855,770
$
5,435,480
$
5,509,018
Table of Contents
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share information)
For the three-month periods
ended March 31,
2007
2006
$
137,940
$
123,069
20,823
16,634
4,338
4,215
163,101
143,918
61,232
55,181
62,047
51,212
7,269
8,490
130,548
114,883
32,553
29,035
787
2,650
(40,358
)
(40,378
)
(1,258
)
(479
)
754
965
(7,522
)
(8,207
)
(116
)
298
(7,638
)
(7,909
)
1,776
5,246
26,009
(187
)
27,785
5,059
20,147
(2,850
)
(1,998
)
(1,998
)
$
18,149
$
(4,848
)
$
(0.10
)
$
(0.11
)
0.30
0.05
$
0.20
$
(0.05
)
$
(0.10
)
$
(0.11
)
0.30
0.05
$
0.19
$
(0.05
)
92,227,034
93,318,834
93,175,950
93,761,848
Table of Contents
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
(unaudited, in thousands)
For the three-month
periods ended March 31,
2007
2006
$
18,149
$
(4,848
)
1,450
1,758
(513
)
3,266
9
96
(607
)
(592
)
852
4,015
$
19,001
$
(833
)
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Three-month periods
ended March 31,
2007
2006
$
18,149
$
(4,848
)
48,508
41,079
1,257
480
3,842
2,166
(3,613
)
(1,939
)
14,247
16,806
1,213
776
(7,063
)
(7,708
)
500
1,056
(84
)
(486
)
(26,009
)
2,114
1,887
5,416
(4,018
)
(11,167
)
(7,482
)
7,286
3,870
3,390
10,918
(7,465
)
2,681
50,521
55,238
(935,856
)
(12,480
)
(63,732
)
109,127
134,064
(68,015
)
(52,364
)
(512
)
(358
)
1,849
1,717
(9,259
)
(2,621
)
(30,542
)
(867,898
)
442,000
215,000
(98,000
)
(205,000
)
20,520
(4,695
)
(6,807
)
750,000
(750,000
)
847,818
(299,866
)
3,266
10
(72
)
(5,581
)
6,166
1,923
(44,677
)
(42,329
)
(29,362
)
(41,473
)
841,787
(21,494
)
29,127
25,379
7,174
$
3,885
$
36,301
$
24,023
$
23,350
1,022,173
64,103
13,819
109,102
679,520
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
March 31, 2007
December 31, 2006
$
724,642
$
756,400
3,665,362
3,807,040
383,810
363,865
4,773,814
4,927,305
Table of Contents
At January 5, 2006
$
282,584
1,942,728
120,610
57,329
2,403,251
6,031
187,907
98,382
26,352
312,641
66,921
193,089
8,868
581,519
2,990,801
532,607
78,610
186,116
6,475
78,911
43,995
122,906
926,714
104,658
$
1,959,429
Table of Contents
Three-month period
ended March 31, 2006
(unaudited)
$
147,322
(7,544
)
(4,482
)
$
(0.11
)
$
(0.10
)
$
(0.11
)
$
(0.10
)
$
(0.05
)
$
(0.05
)
$
(0.05
)
$
(0.05
)
Table of Contents
2007
2006
$
376,574
$
365,168
42,645
52,935
26,333
28,764
358,659
332,589
39,610
56,888
72,983
74,574
Table of Contents
Three-month periods
ended March 31,
2007
2006
$
18,314
$
19,724
6,297
7,994
5,238
4,994
4,229
4,873
2,551
1,862
754
965
March 31, 2007
Accumulated
Deferred Costs,
Total Cost
Amortization
net
$
88,913
$
(29,083
)
$
59,830
22,322
(5,150
)
17,172
$
111,235
$
(34,233
)
$
77,002
December 31, 2006
Accumulated
Deferred Costs,
Total Cost
Amortization
net
$
83,629
$
(28,278
)
$
55,351
24,648
(6,291
)
18,357
$
108,277
$
(34,569
)
$
73,708
Table of Contents
March 31, 2007
Accumulated
Total Cost
Amortization
Deferred Costs, net
$
183,089
$
(51,153
)
$
131,936
119,377
(22,375
)
97,002
31,878
(12,432
)
19,446
$
334,344
$
(85,960
)
$
248,384
$
103,865
$
(27,226
)
$
76,639
December 31, 2006
Accumulated
Total Cost
Amortization
Deferred Costs, net
$
207,513
$
(52,293
)
$
155,220
124,605
(19,572
)
105,033
32,667
(11,669
)
20,998
$
364,785
$
(83,534
)
$
281,251
$
118,536
$
(26,009
)
$
92,527
Assets
Liabilities
$
39,395
$
14,009
45,049
14,747
39,795
12,758
33,920
10,258
27,040
8,471
63,185
16,396
$
248,384
$
76,639
Table of Contents
(a)
Loans were assumed upon acquisition of the related property. Interest rates presented above
reflect the market rate at the time of acquisition.
(b)
In April 2007, the Partnership has elected to prepay the loan on the date indicated in the
Maturity date column.
Table of Contents
Table of Contents
$
129,683
138,227
762,306
453,803
481,158
1,216,391
$
3,181,568
Table of Contents
Three-month period
ended March 31, 2007
$
10,937
684
69
11,690
4,012
1,308
4,594
9,914
1,776
26,009
$
27,785
Table of Contents
Three-month period
ended March 31, 2006
$
24,713
2,469
370
27,552
9,411
3,487
9,122
22,020
5,532
(286
)
5,246
(187
)
$
5,059
$
114,237
(7,774
)
106,463
20,870
$
127,333
$
14,404
Table of Contents
Three-month periods ended March 31,
2007
2006
Basic
Diluted
Basic
Diluted
$
(7,638
)
$
(7,638
)
$
(7,909
)
$
(7,909
)
27,785
27,785
5,059
5,059
(1,998
)
(1,998
)
(1,998
)
(1,998
)
$
18,149
$
18,149
$
(4,848
)
$
(4,848
)
92,227,034
92,227,034
93,318,834
93,318,834
948,916
443,014
92,227,034
93,175,950
93,318,834
93,761,848
$
(0.10
)
$
(0.10
)
$
(0.11
)
$
(0.11
)
0.30
0.30
0.05
0.05
$
0.20
$
0.19
$
(0.05
)
$
(0.05
)
Table of Contents
Weighted
Weighted Average
Average
Remaining Contractual
Aggregate Intrinsic
Shares
Exercise Price
Term (in years)
Value (in 000s)
1,286,070
$
26.45
1.50
8,739
(198,495
)
28.80
0.87
1,171
1,087,575
$
26.03
1.32
8,029
1,087,575
$
26.03
1.32
8,029
1,087,575
$
26.03
1.32
8,029
Weighted
Average Grant
Shares
Date Fair value
338,860
$
28.23
216,828
35.19
(96,068
)
26.28
(2,124
)
30.55
457,496
$
31.90
Table of Contents
Table of Contents
Pennsylvania
Pennsylvania
Richmond,
Northern
Southern
Metropolitan
West
North
New Jersey
Urban
Virginia
California
California
Washington, D.C.
Southwest
Corporate
Total
$
926,700
$
440,726
$
554,586
$
575,636
$
250,935
$
402,033
$
105,810
$
1,284,748
$
232,640
$
$
4,773,814
346,555
346,555
$
922,347
$
530,436
$
570,009
$
568,008
$
244,519
$
396,927
$
95,942
$
1,255,940
$
343,177
$
$
4,927,305
328,119
328,119
$
27,509
$
19,481
$
24,675
$
23,455
$
8,940
$
15,091
$
3,141
$
32,385
$
8,239
$
185
$
163,101
11,696
7,641
11,264
9,734
3,495
6,679
1,727
11,785
4,222
(7,011
)
61,232
$
15,813
$
11,840
$
13,411
$
13,721
$
5,445
$
8,412
$
1,414
$
20,600
$
4,017
$
7,196
$
101,869
$
25,233
$
18,275
$
23,695
$
19,560
$
7,483
$
13,678
$
2,674
$
26,157
$
9,409
$
(2,246
)
$
143,918
8,468
9,776
9,815
8,871
2,966
5,137
1,103
9,270
3,795
(4,020
)
55,181
$
16,765
$
8,499
$
13,880
$
10,689
$
4,517
$
8,541
$
1,571
$
16,887
$
5,614
$
1,774
$
88,737
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Three-month periods
ended March 31,
2007
2006
$
101,869
$
88,737
787
2,650
(40,358
)
(40,378
)
(1,258
)
(479
)
(62,047
)
(51,212
)
(7,269
)
(8,490
)
(116
)
298
754
965
(7,638
)
(7,909
)
27,785
5,059
$
20,147
$
(2,850
)
Table of Contents
Table of Contents
changes in general economic conditions;
changes in local real estate conditions (including changes in rental rates and the
number of competing properties);
changes in the economic conditions affecting industries in which our principal tenants compete;
our failure to lease unoccupied space in accordance with our projections;
our failure to re-lease occupied space upon expiration of leases;
the bankruptcy of major tenants;
changes in prevailing interest rates;
the unavailability of equity and debt financing;
unanticipated costs associated with the acquisition and integration of our acquisitions;
unanticipated costs to complete and lease-up pending developments;
impairment charges;
increased costs for, or lack of availability of, adequate insurance, including for terrorist acts;
demand for tenant services beyond those traditionally provided by landlords;
potential liability under environmental or other laws;
earthquakes and other natural disasters;
risks associated with state and local tax audits:
the existence of complex regulations relating to our status as a REIT and to our
acquisition, disposition and development activities, the adverse consequences of our
failure to qualify as a REIT;
the impact of newly adopted accounting principles on our accounting policies and on
period-to-period comparisons of financial results and the other risks identified in the
Risk Factors section and elsewhere in our Annual Report on Form 10-K for the year ended
December 31, 2006.
Table of Contents
We are subject to the risk that tenant leases, upon expiration, are not renewed, that space may not
be relet, or that the terms of renewal or reletting (including the cost of renovations) may be less
favorable to us than the current lease terms. Leases accounting for approximately 7.6% of our
aggregate annualized base rents as of March 31, 2007 (representing approximately 7.3% of the net
rentable square feet of the Properties) expire without penalty through the end of 2007. We
maintain an active dialogue with our tenants in an effort to achieve a high level of lease
renewals. Our retention rate for leases that were scheduled to expire in the three-month period
ended March 31, 2007 was 72.0%. If we were unable to renew leases for a substantial portion of the
space under expiring leases, or to promptly relet this space, at anticipated rental rates, our cash
flow would be adversely impacted.
In the event of a tenant default, we may experience delays in enforcing our rights as a landlord
and may incur substantial costs in protecting our investment. Our management regularly evaluates
our accounts receivable reserve policy in light of its tenant base and general and local economic
conditions. The accounts receivable allowances were $8.7 million or 8.7% of total receivables
(including accrued rent receivable) as of March 31, 2007 compared to $9.3 million or 9.0% of total
receivables (including accrued rent receivable) as of December 31, 2006.
As of March 31, 2007, we had in development or redevelopment 18 sites aggregating approximately 2.7
million square feet. We estimate the total cost of these projects to
be $373.0 million and we had
incurred $234.0 million of these costs as of March 31, 2007. We are actively marketing space at
these projects to prospective tenants but can
Table of Contents
Table of Contents
Table of Contents
Properties
Development
Administrative/
Same Store Property Portfolio
Acquired
Properties (a)
Eliminations (b)
Total Portfolio
Increase/
%
Increase/
%
(dollars in thousands)
2007
2006
(Decrease)
Change
2007
2006
2007
2006
2007
2006
2007
2006
(Decrease)
Change
$
113,350
$
107,932
$
5,418
5.0
%
$
4,756
$
$
9,625
$
7,035
$
(880
)
$
103
$
126,851
$
115,070
$
11,781
10
%
3,372
4,851
(1,479
)
-30.5
%
127
4,745
1,209
8,244
6,060
2,184
36
%
2,258
2,064
194
9.4
%
713
(126
)
(125
)
2,845
1,939
906
47
%
118,980
114,847
4,133
3.6
%
5,596
14,244
8,119
(880
)
103
137,940
123,069
14,871
12
%
19,346
15,739
3,607
22.9
%
268
1,100
773
109
122
20,823
16,634
4,189
25
%
558
589
(31
)
-5.3
%
772
1,330
589
741
126
%
661
785
(124
)
-15.8
%
17
36
28
2,294
2,813
3,008
3,626
(618
)
-17
%
139,545
131,960
7,585
5.7
%
6,653
15,380
8,920
1,523
3,038
163,101
143,918
19,183
13
%
56,439
52,758
3,681
7.0
%
1,481
6,828
5,035
(3,516
)
(2,612
)
61,232
55,181
6,051
11
%
83,106
79,202
3,904
4.9
%
5,172
8,552
3,885
5,039
5,650
101,869
88,737
13,132
15
%
0.0
%
7,269
8,490
(1,221
)
-14
%
48,038
48,565
(527
)
-1.1
%
2,805
10,422
2,199
782
448
62,047
51,212
10,835
21
%
$
35,068
$
30,637
$
4,431
14.5
%
$
2,367
$
$
(1,870
)
$
1,686
$
4,257
$
5,202
$
32,553
$
29,035
$
3,518
12
%
257
257
4
20
281
25,294
25,294
747
3,515
29,556
93.3
%
91.7
%
97.4
%
46.8
%
87.5
%
Other Income (Expense):
Interest income
787
2,650
(1,863
)
-70
%
Interest expense
(40,358
)
(40,378
)
20
0
%
Interest expense Deferred financing costs
(1,258
)
(479
)
(779
)
163
%
Equity in income of real estate ventures
754
965
(211
)
-22
%
Income (loss) before minority interest
(7,522
)
(8,207
)
685
-8
%
Minority interest partners share of consolidated real estate ventures
(116
)
298
(414
)
-139
%
Minority interest attributable to continuing operations LP units
411
435
(24
)
-6
%
Income (loss) from continuing operations
(7,227
)
(7,474
)
247
-3
%
Income (loss) from discontinued operations
26,599
4,832
21,767
450
%
Net Income (loss)
$
19,372
$
(2,642
)
$
22,014
-833
%
Earnings per common share
$
0.20
($0.05
)
$
0.25
-500
%
(a)
Results include: eighteen developments and redevelopments and two properties placed in service
(b)
Represents certain revenues and expenses at the corporate level as well as various intercompany costs that are eliminated in consolidation
Table of Contents
1)
An additional $5.4 million at the Same Store Portfolio from increased occupancy
and increased rents received on lease renewals.
2)
An additional $4.8 million from four properties that we acquired after the
first quarter of 2006.
3)
An additional $2.5 million from increased occupancy at one of our development
properties (Cira Centre).
1)
An increase of $3.7 million at the Same Store Portfolio, primarily due to increased
occupancy and real estate tax reassessments. Increased occupancy at our properties causes
an increase in the amount of expense incurred for utilities, security, and janitorial
services.
2)
The incurrence of $1.5 million of property operating expenses for the four properties
that we acquired after the first quarter of 2006.
3)
An increase of $1.8 million at our development
properties, with approximately $1.1
million attributable to increased occupancy at the Cira Centre over the first quarter of
2006 and the balance reflecting the timing of properties being placed in service and
occupancy by tenants.
1)
The incurrence of $2.8 million of depreciation and amortization expense on account of
the four properties acquired after the first quarter of 2006.
2)
The incurrence of $2.4 million of depreciation and amortization expense during the
first quarter of 2007 on account of Cira Centre, which we placed in service in the fourth
quarter of 2006.
3)
The incurrence of $2.8 million of accelerated amortization related to customer
relationship and in-place lease intangible assets for one of our properties now included in
Development Properties. The value ascribed to these intangibles considered renewal periods
and when the renewals did not occur the remaining value of the intangibles was written off
and the property was placed into development for future tenants.
4)
The incurrence of $2.0 million of accelerated depreciation associated with tenant
move-outs, primarily one tenant that was in a Development Property. There was no
termination fee received in connection with this move-out as a result of the tenants
bankruptcy.
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fund normal recurring expenses,
fund capital expenditures, including capital and tenant improvements and leasing costs,
fund current development and redevelopment costs, and
fund distributions declared by our Board of Trustees.
Table of Contents
Activity
2007
2006
$
50,521
$
55,238
(30,542
)
(867,898
)
(41,473
)
841,787
$
(21,494
)
$
29,127
Table of Contents
$
2,709,057
$
2,718,173
482,610
439,162
$
3,191,667
$
3,157,335
85
%
86
%
15
%
14
%
100
%
100
%
5.65
%
5.61
%
6.04
%
5.97
%
5.71
%
5.66
%
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Table of Contents
Payments by Period (in thousands)
Less than
More than
Total
1 Year
1-3 Years
3-5 Years
5 Years
$
865,958
$
129,683
$
108,533
$
289,961
$
337,781
404,000
404,000
1,911,610
388,000
645,000
878,610
279,956
1,736
3,472
3,636
271,112
2,005
1,317
688
$
3,463,529
$
131,419
$
905,322
$
938,597
$
1,488,191
(a)
Amounts do not include unamortized discounts and/or premiums.
(b)
Future minimum rental payments under the terms of all non-cancelable ground leases under which we are
the lessee are expensed on a straight-line basis regardless of when payments are due.
Table of Contents
(a)
Evaluation of disclosure controls and procedures.
Under the supervision and with the
participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934, as amended (the Exchange Act) as of the end of the period covered by this quarterly
report, have concluded that the Companys disclosure controls and procedures are effective
to ensure that information required to be disclosed by the Company in the reports that it
files under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the Securities and
Exchange Commission.
(b)
Changes in internal controls over financial reporting.
There was no change in the
Companys internal control over financial reporting that occurred during the period covered
by this quarterly report that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting.
Table of Contents
Total
Purchased as
Shares that May
Number of
Average
Part of Publicly
Yet Be Purchased
Shares
Price Paid Per
Announced Plans
Under the Plans
Purchased
Share
or Programs
or Programs (a)
2,319,800
2,319,800
1,301,000
$
34.34
1,301,000
1,018,800
1,301,000
1,301,000
(a)
On May 2, 2006, our Board of Trustees authorized an increase in the number of common shares that we may repurchase,
whether in open-market or privately negotiated transactions. The Board authorized us to purchase up to an aggregate of 3,500,000
common shares (inclusive of the remaining share repurchase availability under the Boards prior authorization from September 2001).
There is no expiration date on the share repurchase program.
We held our annual meeting of shareholders on May 9, 2007. At the meeting, each of the
ten individuals nominated for election to our Board of Trustees was elected to the Board.
These individuals will serve on the Board until the next annual meeting of shareholders and
until their successors are elected and qualified or until their earlier resignation. The
number of shares cast for or withheld for each nominee is set forth below:
Trustee
For
Withheld
81,277,885
680,203
81,636,876
321,212
76,724,716
5,233,372
67,991,394
13,966,694
81,638,270
319,818
81,692,258
265,830
80,951,549
1,006,539
76,725,961
5,232,127
81,337,394
620,694
81,283,927
674,161
At our annual meeting of shareholders, our shareholders voted as follows to ratify the
appointment of PricewaterhouseCoopers LLP as our independent registered public accounting
firm for the calendar year 2007 as follows:
Votes for
81,839,917
Votes Against
32,296
Abstentions
19,196
At our annual meeting of shareholders, our shareholders approved the amendment and
restatement of our Amended and Restated 1997 Long-Term Incentive Plan, voting as follows:
Votes for
72,411,880
Votes Against
3,816,076
Abstentions
109,452
Broker Non-Votes
5,620,680
At our annual meeting of shareholders, our shareholders approved the 2007 Non-Qualified
Share Purchase Plan, voting as follows:
Votes for
76,075,023
Votes Against
188,980
Abstentions
73,406
Broker Non-Votes
5,620,679
At our annual meeting of shareholders, each non-employee Trustee received his annual
trustee fee of $35,000, payable in cash or common shares at the election of non-employee
Trustee, and his $40,000 annual restricted share award (1,209 shares), the form of which is
attached as Exhibit 10.7.
(a)
Exhibits
10.1
Employment letter agreement with Darryl M. Dunn (incorporated by reference to
Brandywines Current Report on Form 8-K filed on January 9, 2007)**
10.2
Performance Share Award to President and Chief Executive Officer (incorporated by
reference to Brandywines Current Report on Form 8-K filed on February 14, 2007)**
10.3
Form of Performance Award to Executives other than President and Chief Executive
Officer (incorporated by reference to Brandywines Current Report on Form 8-K filed on
February 14, 2007)**
10.4
Amended and Restated Employment Agreement for President and Chief Executive
Officer (incorporated by reference to Brandywines Current Report on Form 8-K filed on
February 14, 2007)**
10.5
Amended and Restated 1997 Long-Term Incentive Plan**
10.6
2007 Non-Qualified Employee Share Purchase Plan**
10.7
Form of 2007 Restricted Share Award to Non-Employee Trustees
12.1
Statement re Computation of Ratios of Brandywine Realty Trust
12.2
Statement re Computation of Ratios of Brandywine Operating Partnership, L.P.
Table of Contents
31.1
Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant
to 13a-14 under the Securities Exchange Act of 1934
31.2
Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant
to 13a-14 under the Securities Exchange Act of 1934
31.3
Certification of the Chief Executive Officer of Brandywine Realty Trust, in its
capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to
13a-14 under the Securities Exchange Act of 1934
31.4
Certification of the Chief Financial Officer of Brandywine Realty Trust, in its
capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to
13a-14 under the Securities Exchange Act of 1934
32.1
Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
32.2
Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
32.3
Certification of the Chief Executive Officer of Brandywine Realty Trust, in its
capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.4
Certification of the Chief Financial Officer of Brandywine Realty Trust, in its
capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
**
Management contract or compensatory plan or arrangement
Table of Contents
BRANDYWINE REALTY TRUST
(Registrant)
By
:
/s/ Gerard H. Sweeney
Gerard H. Sweeney, President and
Chief Executive Officer
(Principal Executive Officer)
By
:
/s/ Howard M. Sipzner
Howard M. Sipzner, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
By
:
/s/ Darryl M. Dunn
Darryl M. Dunn, Vice President,
Chief Accounting Officer & Treasurer
(Principal Accounting Officer)
Table of Contents
BRANDYWINE OPERATING PARTNERSHIP, L.P. (Registrant)
BRANDYWINE REALTY TRUST, as general partner
By
:
/s/ Gerard H. Sweeney
Gerard H. Sweeney, President
and Chief Executive Officer
(Principal Executive Officer)
By
:
/s/ Howard M. Sipzner
Howard M. Sipzner, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
By
:
/s/ Darryl M. Dunn
Darryl M. Dunn, Vice President,
Chief Accounting Officer & Treasurer
(Principal Accounting Officer)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
-2-
(i) | One-third of the Restricted Shares will vest on May 9, 2008; | ||
(ii) | An additional one-third of the Restricted Shares will vest on May 9, 2009; | ||
(iii) | An additional one-third of the Restricted Shares will vest on May 9, 2010. |
-3-
BRANDYWINE REALTY TRUST | ||||
|
||||
|
BY: | |||
|
||||
|
||||
TITLE: President and Chief Executive Officer | ||||
|
||||
Accepted:
|
||||
|
||||
-4-
For the three-months ended March 31, | For the years ended December 31, | |||||||||||||||||||||||||||
2007 | 2006 | 2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||||||||
Earnings before fixed charges:
|
||||||||||||||||||||||||||||
Add:
|
||||||||||||||||||||||||||||
Income (loss) from continuing operations (a)
|
$ | (7,227 | ) | $ | (7,474 | ) | $ | (18,423 | ) | $ | 33,065 | $ | 49,784 | $ | 65,588 | $ | 35,977 | |||||||||||
Minority interest attributable to continuing operations
|
(411 | ) | (435 | ) | (1,493 | ) | 1,059 | 2,183 | 8,827 | 8,813 | ||||||||||||||||||
Fixed charges per below
|
46,967 | 44,959 | 191,614 | 86,191 | 61,443 | 69,476 | 76,950 | |||||||||||||||||||||
Less:
|
||||||||||||||||||||||||||||
Capitalized interest
|
(3,764 | ) | (2,545 | ) | (9,537 | ) | (9,603 | ) | (3,030 | ) | (1,503 | ) | (2,949 | ) | ||||||||||||||
Preferred Distributions of consolidated subsidiaries
|
| | | | (832 | ) | (7,069 | ) | (7,069 | ) | ||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Earnings before fixed charges
|
$ | 35,565 | $ | 34,505 | $ | 162,161 | $ | 110,712 | $ | 109,548 | $ | 135,319 | $ | 111,722 | ||||||||||||||
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Fixed charges and Preferred Distributions:
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Interest expense (including amortization)
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$ | 41,616 | $ | 40,857 | $ | 175,784 | $ | 73,918 | $ | 54,610 | $ | 57,835 | $ | 63,522 | ||||||||||||||
Capitalized interest
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3,764 | 2,545 | 9,537 | 9,603 | 3,030 | 1,503 | 2,949 | |||||||||||||||||||||
Proportionate share of interest for unconsolidated real estate ventures
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1,587 | 1,557 | 6,293 | 2,670 | 2,971 | 3,069 | 3,410 | |||||||||||||||||||||
Distributions to preferred unitholders in Operating Partnership
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| | | | 832 | 7,069 | 7,069 | |||||||||||||||||||||
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Total Fixed Charges
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46,967 | 44,959 | 191,614 | 86,191 | 61,443 | 69,476 | 76,950 | |||||||||||||||||||||
Income allocated to preferred shareholders
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1,998 | 1,998 | 7,992 | 7,992 | 9,720 | 11,906 | 11,906 | |||||||||||||||||||||
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Total Preferred Distributions
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1,998 | 1,998 | 7,992 | 7,992 | 9,720 | 11,906 | 11,906 | |||||||||||||||||||||
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Total combined fixed charges and preferred distributions
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$ | 48,965 | $ | 46,957 | $ | 199,606 | $ | 94,183 | $ | 71,163 | $ | 81,382 | $ | 88,856 | ||||||||||||||
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Ratio of earnings to combined fixed charges and preferred distributions
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(b | ) | (b | ) | (b | ) | 1.18 | 1.54 | 1.66 | 1.26 | ||||||||||||||||||
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(a) | Amounts for the three-months ended March 31, 2007 and 2006 and for the years ended December 31, 2006, 2005, 2004, 2003 and 2002 have been reclassified to present properties sold consistent with the presentation for the period ended March 31, 2007. As a result, operations have been reclassified to discontinued operations from continuing operations for all periods presented. | |
(b) | Due to the registrants loss in the period, the coverage ratio was less than 1:1. The registrant must generate additional earnings of $13,400 and $12,452 for the three-months ended March 31, 2007 and 2006, respectively and $37,445 for the year ended December 31, 2006 to achieve a coverage ratio of 1:1. |
For the three-months ended March 31, | For the years ended December 31, | |||||||||||||||||||||||||||
2007 | 2006 | 2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||||||||
Earnings before fixed charges:
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Add:
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Income (loss) from continuing operations
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$ | (7,638 | ) | $ | (7,909 | ) | $ | (19,451 | ) | $ | 34,148 | $ | 52,419 | $ | 74,882 | $ | 45,352 | |||||||||||
Minority interest partners share of consolidated real estate ventures
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(116 | ) | 298 | (270 | ) | 154 | (206 | ) | | | ||||||||||||||||||
Fixed charges per below
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46,967 | 44,959 | 191,614 | 86,191 | 60,611 | 62,407 | 69,881 | |||||||||||||||||||||
Less:
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Capitalized interest
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(3,764 | ) | (2,545 | ) | (9,537 | ) | (9,603 | ) | (3,030 | ) | (1,503 | ) | (2,949 | ) | ||||||||||||||
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Earnings before fixed charges
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$ | 35,449 | $ | 34,803 | $ | 162,356 | $ | 110,890 | $ | 109,794 | $ | 135,786 | $ | 112,284 | ||||||||||||||
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Fixed charges:
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Interest expense (including amortization)
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$ | 41,616 | $ | 40,857 | $ | 175,784 | $ | 73,918 | $ | 54,610 | $ | 57,835 | $ | 63,522 | ||||||||||||||
Capitalized interest
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3,764 | 2,545 | 9,537 | 9,603 | 3,030 | 1,503 | 2,949 | |||||||||||||||||||||
Proportionate share of interest for unconsolidated real estate ventures
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1,587 | 1,557 | 6,293 | 2,670 | 2,971 | 3,069 | 3,410 | |||||||||||||||||||||
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Total Fixed Charges
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46,967 | 44,959 | 191,614 | 86,191 | 60,611 | 62,407 | 69,881 | |||||||||||||||||||||
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Ratio of earnings to combined fixed charges
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(b | ) | (b | ) | (b | ) | 1.29 | 1.81 | 2.18 | 1.61 | ||||||||||||||||||
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(a) | Amounts for the three-months ended March 31, 2007 and 2006 and for the years ended December 31, 2006, 2005, 2004, 2003 and 2002 have been reclassified to present properties sold consistent with the presentation for the period ended March 31, 2007. As a result, operations have been reclassified to discontinued operations from continuing operations for all periods presented. | |
(b) | Due to the registrants loss in the period, the coverage ratio was less than 1:1. The registrant must generate additional earnings of $11,518 and $10,156 for the three-months ended March 31, 2007 and 2006, respectively and $29,258 for the year ended December 31, 2006 to achieve a coverage ratio of 1:1. |
1. | I have reviewed this quarterly report on Form 10-Q of Brandywine Realty Trust: | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 10, 2007
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/s/ Gerard H. Sweeney | |
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Gerard H. Sweeney
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Brandywine Realty Trust: | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 10, 2007
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/s/ Howard M. Sipzner | |
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Howard M. Sipzner
Executive Vice President and Chief Financial Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Brandywine Operating Partnership, L.P.: | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 10, 2007
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/s/ Gerard H. Sweeney | |
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Gerard H. Sweeney
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Brandywine Operating Partnership, L.P.: | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 10, 2007 | /s/ Howard M. Sipzner | |||
Howard M. Sipzner | ||||
Executive Vice President and Chief Financial Officer | ||||
1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and | |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and | |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
* | A signed original of this written statement required by Section 906 has been provided to Brandywine Realty Trust and will be retained by Brandywine Realty Trust and furnished to the Securities and Exchange Commission or its staff upon request. |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and | |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership. |
* | A signed original of this written statement required by Section 906 has been provided to Brandywine Realty Trust and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request. |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and | |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership. |
* | A signed original of this written statement required by Section 906 has been provided to Brandywine Realty Trust and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request. |