10-Q 1 c02423e10vq.htm FORM 10-Q Form 10-Q
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
(Mark One)
     
þ   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2010
or
     
o   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)   23-2413352
DELAWARE (Brandywine Operating Partnership L.P.)   23-2862640
(State or other jurisdiction of   (I.R.S. Employer
Incorporation or organization)   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 þ No o
Brandywine Operating Partnership, L.P.
  Yes þ No o
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 þ No o
Brandywine Operating Partnership, L.P.
  Yes þ No o
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 þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
Brandywine Operating Partnership, L.P.:
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer þ   Smaller reporting company o
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 o No þ
Brandywine Operating Partnership, L.P.
  Yes o No þ
A total of 132,000,301 Common Shares of Beneficial Interest, par value $0.01 per share, were outstanding as of August 2, 2010.
 
 

 

 


 

TABLE OF CONTENTS
         
    Page  
PART I — FINANCIAL INFORMATION
 
       
Brandywine Realty Trust
       
 
       
       
 
       
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Brandywine Operating Partnership, L.P.
       
 
       
       
 
       
    35  
 
       
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PART II — OTHER INFORMATION
 
       
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 Exhibit 31.1
 Exhibit 31.2
 Exhibit 31.3
 Exhibit 31.4
 Exhibit 32.1
 Exhibit 32.2
 Exhibit 32.3
 Exhibit 32.4
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT
 EX-101 DEFINITION LINKBASE DOCUMENT
Filing Format
This combined Form 10-Q is being filed separately by Brandywine Realty Trust and Brandywine Operating Partnership, L.P.

 

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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)
                 
    June 30,     December 31,  
    2010     2009  
ASSETS
               
Real estate investments:
               
Rental properties
  $ 4,445,083     $ 4,512,618  
Accumulated depreciation
    (750,848 )     (716,956 )
 
           
Operating real estate investments, net
    3,694,235       3,795,662  
Construction-in-progress
    334,196       271,962  
Land inventory
    106,715       97,368  
 
           
Total real estate investments, net
    4,135,146       4,164,992  
 
               
Cash and cash equivalents
    297       1,567  
Accounts receivable, net
    19,603       10,934  
Accrued rent receivable, net
    88,105       87,173  
Investment in real estate ventures, at equity
    77,908       75,458  
Deferred costs, net
    102,664       106,097  
Intangible assets, net
    87,507       105,163  
Notes receivable
    59,939       59,008  
Other assets
    46,015       53,358  
 
           
 
               
Total assets
  $ 4,617,184     $ 4,663,750  
 
           
 
               
LIABILITIES AND BENEFICIARIES’ EQUITY
               
Mortgage notes payable
  $ 503,570     $ 551,720  
Borrowing under credit facilities
    160,000       92,000  
Unsecured term loan
    183,000       183,000  
Unsecured senior notes, net of discounts
    1,563,471       1,627,857  
Accounts payable and accrued expenses
    79,358       88,599  
Distributions payable
    22,295       21,799  
Tenant security deposits and deferred rents
    52,435       58,572  
Acquired below market leases, net
    32,641       37,087  
Deferred income
    73,695       47,379  
Other liabilities
    25,712       33,997  
 
           
Total liabilities
    2,696,177       2,742,010  
 
               
Commitments and contingencies (Note 16)
               
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 2010 and 2009, respectively
    20       20  
7.375% Series D Preferred Shares, $0.01 par value; issued and outstanding- 2,300,000 in 2010 and 2009, respectively
    23       23  
Common Shares of Brandywine Realty Trust’s beneficial interest, $0.01 par value; shares authorized 200,000,000; 132,134,448 and 128,849,176 issued in 2010 and 2009, respectively and 132,000,301 and 128,597,412 outstanding in 2010 and 2009, respectively
    1,319       1,286  
Additional paid-in capital
    2,652,695       2,610,421  
Deferred compensation payable in common stock
    6,023       5,549  
Common shares in treasury, at cost, 134,147 and 251,764 in 2010 and 2009, respectively
    (3,806 )     (7,205 )
Common shares in grantor trust, 299,314 in 2010 and 255,700 in 2009
    (6,023 )     (5,549 )
Cumulative earnings
    494,989       501,384  
Accumulated other comprehensive loss
    (5,056 )     (9,138 )
Cumulative distributions
    (1,256,962 )     (1,213,359 )
 
           
Total Brandywine Realty Trust’s equity
    1,883,222       1,883,432  
Non-controlling interests
    37,785       38,308  
 
           
Total equity
    1,921,007       1,921,740  
 
           
Total liabilities and equity
  $ 4,617,184     $ 4,663,750  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

 

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BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share information)
                                 
    For the three-month     For the six-month  
    periods ended June 30,     periods ended June 30,  
    2010     2009     2010     2009  
Revenue:
                               
Rents
  $ 114,532     $ 119,445     $ 230,041     $ 239,730  
Tenant reimbursements
    17,704       16,999       39,187       37,687  
Termination fees
    1,331       963       3,085       1,076  
Third party management fees, labor reimbursement and leasing
    2,904       4,097       6,371       8,861  
Other
    1,024       570       1,945       1,451  
 
                       
Total revenue
    137,495       142,074       280,629       288,805  
 
                               
Operating Expenses:
                               
Property operating expenses
    38,748       39,119       83,896       82,541  
Real estate taxes
    13,698       13,952       26,750       28,784  
Third party management expenses
    1,493       1,968       2,905       4,083  
Depreciation and amortization
    52,125       52,708       104,747       103,923  
General and administrative expenses
    6,653       5,515       12,745       10,473  
 
                       
Total operating expenses
    112,717       113,262       231,043       229,804  
 
                       
 
                               
Operating income
    24,778       28,812       49,586       59,001  
 
                               
Other Income (Expense):
                               
Interest income
    963       642       1,828       1,221  
Interest expense
    (31,210 )     (34,944 )     (62,734 )     (70,590 )
Interest expense — amortization of deferred financing costs
    (862 )     (1,894 )     (1,873 )     (3,146 )
Recognized hedge activity
          (305 )           (305 )
Equity in income of real estate ventures
    1,025       1,533       2,321       2,119  
(Loss) gain on early extinguishment of debt
    (445 )     12,013       (1,637 )     18,652  
 
                       
Income (loss) from continuing operations
    (5,751 )     5,857       (12,509 )     6,952  
 
                               
Discontinued operations:
                               
Income from discontinued operations
    151       1,148       161       2,686  
Net (loss) gain on disposition of discontinued operations
          (1,225 )     6,349       (1,031 )
Provision for impairment
                      (3,700 )
 
                       
Total discontinued operations
    151       (77 )     6,510       (2,045 )
 
                       
Net income (loss)
    (5,600 )     5,780       (5,999 )     4,907  
 
                               
Net (income) loss from discontinued operations attributable to non- controlling interests — LP units
    (3 )     2       (139 )     63  
Net (income) loss attributable to non-controlling interests — partners’ share of consolidated real estate ventures
          (28 )           (22 )
Net (income) loss attributable to non-controlling interests — LP units
    162       (141 )     349       (113 )
 
                       
Net (income) loss attributable to non-controlling interests
    159       (167 )     210       (72 )
 
                       
Net income (loss) attributable to Brandywine Realty Trust
    (5,441 )     5,613       (5,789 )     4,835  
Distribution to Preferred Shares
    (1,998 )     (1,998 )     (3,996 )     (3,996 )
Amount allocated to unvested restricted shareholders
    (128 )     (73 )     (256 )     (110 )
 
                       
Net income (loss) attributable to Common Shareholders of Brandywine Realty Trust
  $ (7,567 )   $ 3,542     $ (10,041 )   $ 729  
 
                       
 
                               
Basic earnings per Common Share:
                               
Continuing operations
  $ (0.06 )   $ 0.03     $ (0.13 )   $ 0.03  
Discontinued operations
    0.00       (0.00 )     0.05       (0.02 )
 
                       
 
  $ (0.06 )   $ 0.03     $ (0.08 )   $ 0.01  
 
                       
 
                               
Diluted earnings per Common Share:
                               
Continuing operations
    (0.06 )   $ 0.03     $ (0.13 )   $ 0.03  
Discontinued operations
    0.00       (0.00 )     0.05       (0.02 )
 
                       
 
  $ (0.06 )   $ 0.03     $ (0.08 )   $ 0.01  
 
                       
 
                               
Basic weighted average shares outstanding
    131,510,924       101,583,997       130,146,853       94,934,134  
 
                               
Diluted weighted average shares outstanding
    131,510,924       102,742,343       130,146,853       95,495,746  
 
                               
Net income (loss) attributable to Brandywine Realty Trust
                               
Income (loss) from continuing operations
  $ (5,589 )   $ 5,688     $ (12,160 )   $ 6,817  
Income (loss) from discontinued operations
    148       (75 )     6,371       (1,982 )
 
                       
 
                               
Net income (loss)
  $ (5,441 )   $ 5,613     $ (5,789 )   $ 4,835  
 
                       
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 COMPREHENSIVE INCOME
(unaudited, in thousands)
                                 
    For the three-month     For the six-month  
    periods ended June 30,     periods ended June 30,  
    2010     2009     2010     2009  
 
                               
Net income (loss)
  $ (5,600 )   $ 5,780     $ (5,999 )   $ 4,907  
 
                               
Comprehensive income (loss):
                               
Unrealized gain (loss) on derivative financial instruments
    2,355       (4,217 )     4,171       6,069  
Reclassification of realized (gains)/losses on derivative financial instruments to operations, net
    14       (20 )     (1 )     (40 )
 
                       
Total comprehensive income (loss)
    2,369       (4,237 )     4,170       6,029  
 
                       
Comprehensive income (loss)
    (3,231 )     1,543       (1,829 )     10,936  
 
                       
Comprehensive (income) loss attributable to non-controlling interest
    109       (167 )     122       (72 )
 
                       
 
                               
Comprehensive income (loss) attributable to Brandywine Realty Trust
  $ (3,122 )   $ 1,376     $ (1,707 )   $ 10,864  
 
                       
The accompanying notes are an integral part of these consolidated financial statements.

 

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BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF BENEFICIARIES’ EQUITY
For the Six-Month Periods Ended June 30, 2010 and 2009
(unaudited, in thousands, except number of shares)
June 30, 2010
                                                                                                                                         
                                                    Number of Rabbi     Common Shares of                     Deferred                     Accumulated                    
    Number of     Par Value of     Number of     Par Value of     Number of     Number of     Trust/Deferred     Brandywine Realty                     Compensation                     Other                    
    Preferred C     Preferred C     Preferred D     Preferred D     Common     Treasury     Compensation     Trust’s beneficial     Additional Paid-in     Common Shares     Payable in     Common Shares     Cumulative     Comprehensive     Cumulative     Non-Controlling        
    Shares     Shares     Shares     Shares     Shares     Shares     Shares     interest     Capital     in Treasury     Common Stock     in Grantor Trust     Earnings     Income (Loss)     Distributions     Interests     Total  
 
                                                                                                                                       
BALANCE, December 31, 2009
    2,000,000     $ 20       2,300,000     $ 23       128,849,176       251,764       255,700     $ 1,286     $ 2,610,421     $ (7,205 )   $ 5,549     $ (5,549 )   $ 501,384     $ (9,138 )   $ (1,213,359 )   $ 38,308     $ 1,921,740  
 
                                                                                                                                       
Net loss
                                                                                                    (5,789 )                     (210 )     (5,999 )
Comprehensive income
                                                                                                            4,082               88       4,170  
Issuance of Common Shares of Beneficial Interest
                                    3,285,345                       33       41,659                                                               41,692  
Equity issuance costs
                                                                    (770 )                                                             (770 )
Bonus Share Issuance
                                            (32,607 )     32,607                       871       369       (369 )     (502 )                             369  
Vesting of Restricted Stock
                                            (76,598 )     8,989               (1,114 )     2,304       103       (103 )     (1,417 )                             (227 )
Restricted Stock Amortization
                                                                    1,806                                                               1,806  
Restricted Performance Units Amortization
                                                                    424                                                               424  
Share Issuance from/to Deferred Compensation Plan
                                    (73 )             (1,002 )                           (33 )     33                                        
Stock Option Amortization
                                                                    503                                                               503  
Outperformance Plan Amortization
                                                                    246                                                               246  
Trustee Fees Paid in Shares
                                            (8,412 )     3,020                       224       35       (35 )     (126 )                             98  
Adjustment to Non-controlling Interest
                                                                    (480 )                                                     480        
Cumulative Effect of Accounting Change for Variable Interest Entities
                                                                                                    1,439                       (38 )     1,401  
Preferred Share distributions
                                                                                                                    (3,996 )             (3,996 )
Distributions declared ($0.30 per share)
                                                                                                                    (39,607 )     (843 )     (40,450 )
 
                                                                                                     
 
                                                                                                                                       
BALANCE, June 30, 2010
    2,000,000     $ 20       2,300,000     $ 23       132,134,448       134,147       299,314     $ 1,319     $ 2,652,695     $ (3,806 )   $ 6,023     $ (6,023 )   $ 494,989     $ (5,056 )   $ (1,256,962 )   $ 37,785     $ 1,921,007  
 
                                                                                                     
CONSOLIDATED STATEMENTS OF BENEFICIARIES’ EQUITY
June 30, 2009
                                                                                                                                         
                                                    Number of Rabbi     Common Shares of                     Deferred                     Accumulated                    
    Number of     Par Value of     Number of     Par Value of     Number of     Number of     Trust/Deferred     Brandywine Realty                     Compensation                     Other                    
    Preferred C     Preferred C     Preferred D     Preferred D     Common     Treasury     Compensation     Trust’s beneficial     Additional Paid-in     Common Shares     Payable in     Common Shares in     Cumulative     Comprehensive     Cumulative     Non-Controlling        
    Shares     Shares     Shares     Shares     Shares     Shares     Shares     interest     Capital     in Treasury     Common Stock     Grantor Trust     Earnings     Income (Loss)     Distributions     Interests     Total  
 
                                                                                                                                       
BALANCE, December 31, 2008
    2,000,000     $ 20       2,300,000     $ 23       88,610,053       451,116       215,742     $ 882     $ 2,351,428     $ (14,121 )   $ 6,274     $ (6,274 )   $ 498,716     $ (17,005 )   $ (1,150,406 )   $ 52,961     $ 1,722,498  
 
                                                                                                                                       
Net income
                                                                                                    4,835                       72       4,907  
Comprehensive income
                                                                                                            6,353               (324 )     6,029  
Issuance of Common Shares of Beneficial Interest
                                    40,250,000                       402       242,043                                                               242,445  
Bonus Share Issuance
                                            (36,826 )                             1,228                       (1,105 )                             123  
Vesting of Restricted Stock
                                            (78,607 )     8,971       2       (778 )     2,704       56       (56 )     (2,142 )                             (214 )
Restricted Stock Amortization
                                                                    1,644                                                               1,644  
Restricted Performance Units Amortization
                                                                    99                                                               99  
Share Issuance from/to Deferred Compensation Plan
                                    (2,719 )     (54,854 )     35,186             (21 )     1,830       (507 )     507       (1,670 )                             139  
Share Choice Plan Issuance
                                    (7,081 )                             (46 )                                                             (46 )
Stock Option Amortization
                                                                    227                                                               227  
Outperformance Plan Amortization
                                                                    615                                                               615  
Trustee Fees Paid in Shares
                                            (13,987 )     4,895                       466       35       (35 )     (366 )                             100  
Adjustment to Non-controlling Interest
                                                                    12,709                                                       (12,709 )      
Other — consolidated real estate ventures
                                                                                                                            124       124  
Preferred Share distributions
                                                                                                                    (3,996 )             (3,996 )
Distributions declared ($0.20 per share)
                                                                                                                    (22,020 )     (563 )     (22,583 )
 
                                                                                                     
 
                                                                                                                                       
BALANCE, June 30, 2009
    2,000,000     $ 20       2,300,000     $ 23       128,850,253       266,842       264,794     $ 1,286     $ 2,607,920     $ (7,893 )   $ 5,858     $ (5,858 )   $ 498,268     $ (10,652 )   $ (1,176,422 )   $ 39,561     $ 1,952,111  
 
                                                                                                     

 

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BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
                 
    Six-month periods  
    ended June 30,  
    2010     2009  
Cash flows from operating activities:
               
Net income (loss)
  $ (5,999 )   $ 4,907  
Adjustments to reconcile net loss to net cash from operating activities:
               
Depreciation
    80,447       80,109  
Amortization:
               
Deferred financing costs
    1,873       3,146  
Amortization of debt discount/(premium), net
    490       1,215  
Deferred leasing costs
    10,139       8,928  
Acquired above (below) market leases, net
    (3,181 )     (3,487 )
Acquired lease intangibles
    14,036       17,051  
Stock-based compensation costs
    2,492       2,288  
Recognized hedge activity
          305  
Straight-line rent
    (5,408 )     (4,094 )
Provision for doubtful accounts
    1,717       3,907  
Provision for impairment in real estate
          3,700  
Real estate venture income in excess of distributions
    (1,958 )     (1,026 )
Net loss (gain) on sale of interests in real estate
    (6,349 )     1,031  
Loss (gain) on early extinguishment of debt
    1,637       (18,652 )
Contributions from historic tax credit transaction, net of deferred costs
    27,396        
Cumulative interest accretion of repayments of unsecured notes
    (2,716 )     (1,955 )
Changes in assets and liabilities:
               
Accounts receivable
    161       2,671  
Other assets
    2,074       9,412  
Accounts payable and accrued expenses
    (7,089 )     2,611  
Tenant security deposits and deferred rents
    (4,570 )     (2,707 )
Other liabilities
    (2,190 )     (4,262 )
 
           
Net cash from operating activities
    103,002       105,098  
 
               
Cash flows from investing activities:
               
Sales of properties, net
    10,445       33,354  
Capital expenditures
    (75,423 )     (94,810 )
Advances for purchase of tenant assets
    (9,116 )      
Investment in unconsolidated Real Estate Ventures
          (14,980 )
Escrowed cash
          31,385  
Cash distributions from unconsolidated Real Estate Ventures in excess of cumulative equity income
    801       11,346  
Decrease in cash due to the deconsolidation of variable interest entities
    (1,382 )      
Leasing costs
    (25,609 )     (14,286 )
 
           
Net cash used in investing activities
    (100,284 )     (47,991 )
 
               
Cash flows from financing activities:
               
Proceeds from Credit Facility borrowings
    231,000       347,000  
Repayments of Credit Facility borrowings
    (163,000 )     (426,000 )
Proceeds from mortgage notes payable
          89,800  
Repayments of mortgage notes payable
    (4,467 )     (73,576 )
Repayments of unsecured notes
    (64,604 )     (174,823 )
Debt financing costs
    8       (21,525 )
Net proceeds from issuance of shares
    41,021       242,455  
Distributions paid to shareholders
    (43,104 )     (39,299 )
Distributions to noncontrolling interest
    (842 )     (1,127 )
 
           
Net cash from (used in) financing activities
    (3,988 )     (57,095 )
 
           
Increase (decrease) in cash and cash equivalents
    (1,270 )     12  
Cash and cash equivalents at beginning of period
    1,567       3,924  
 
           
Cash and cash equivalents at end of period
  $ 297     $ 3,936  
 
           
Supplemental disclosure:
               
Cash paid for interest, net of capitalized interest during the six months ended June 30, 2010 and 2009 of $6,791 and $3,459, respectively
  $ 37,578     $ 74,584  
Supplemental disclosure of non-cash activity:
               
Note receivable issued in a property sale transaction
          950  
Change in capital expenditures financed through accounts payable at period end
    (2,739 )     8,300  
Change in capital expenditures financed through retention payable at period end
    1,624       582  
Change in unfunded tenant allowance
    (2,418 )      
Change in real estate investments due to the deconsolidation of variable interest entities
    (37,126 )      
Change in mortgage notes payable due to the deconsolidation of variable interest entities
    (42,877 )      
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
June 30, 2010
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, 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 June 30, 2010, the Company owned 213 office properties, 20 industrial facilities and three mixed-use properties (collectively, the “Properties”) containing an aggregate of approximately 23.6 million net rentable square feet. The Company also has two properties under development and one property under redevelopment containing an aggregate 1.4 million net rentable square feet. Therefore, as of June 30, 2010, the Company owned 239 properties containing an aggregate of 25.0 million net rentable square feet. In addition, as of June 30, 2010, the Company owned economic interests in 15 unconsolidated real estate ventures that contain approximately 4.6 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, Concord, Carlsbad and Rancho Bernardo, California.
Brandywine Realty Trust is the sole general partner of the Operating Partnership and, as of June 30, 2010, 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 June 30, 2010, the management company subsidiaries were managing properties containing an aggregate of approximately 34.4 million net rentable square feet, of which approximately 25.0 million net rentable square feet related to Properties owned by the Company and approximately 9.4 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”) for interim financial statements information. 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 June 30, 2010, the results of its operations for the three and six-month periods ended June 30, 2010 and 2009 and its cash flows for the six-month periods ended June 30, 2010 and 2009 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 2009 Annual Report on Form 10-K filed with the SEC on March 1, 2010.
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.

 

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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 the entities that are consolidated but 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. Acquisition related costs are expensed as incurred. Costs incurred for the renovation and betterment 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.
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.

 

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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.
During the Company’s impairment review for the six months period ended June 30, 2010, it was determined that no impairment charges were necessary. For the six months period ended June 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 of the prior year.
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 $1.8 million and $3.8 million for the three and six-month periods ended June 30, 2010 and approximately $1.6 million and $2.6 million for the three and six-month periods ended June 30, 2009, respectively. 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 $0.7 million and $1.6 million for the three and six-month periods ended June 30, 2010 and by $0.6 million and $1.5 million for the three and six-month periods ended June 30, 2009, respectively. 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 $0.3 million and $1.0 million for the three and six-month periods ended June 30, 2010 and by $0.2 million and $0.4 million for the three and six-month periods ended June 30 2009, respectively.

 

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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. For certain leases, significant assumptions and judgments are made by the Company in determining the lease term such as when termination options are provided to the tenant. The lease term impacts the period over which minimum rents are determined and recorded and also considers the period over which lease related costs are amortized. 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. On June 2, 2010, the Company’s shareholders approved amendments to the 1997 Plan that, among other things, increased the number of common shares available for future awards under the 1997 Plan by 6,000,000 (of which 3,600,000 shares are available solely for options and share appreciation rights). As of June 30, 2010, 6,761,947 common shares remained available for future awards under the 1997 Plan (including those shares available solely for options and share appreciation rights). Through June 30, 2010, all options awarded under the 1997 Plan had a one to ten-year term.
The Company incurred stock-based compensation expense of $1.4 million and $2.5 million during the three and six-month periods ended June 30, 2010 and, in addition, $0.4 million and $0.6 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 $2.3 million during the three and six-month periods ended June 30, 2009, of which $0.2 million and $0.5 million, respectively, were also capitalized. 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.
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 while the ineffective portions are recognized in earnings. During the three months ended June 30, 2009, the Company recognized $0.3 million for the ineffective portion of its two forward starting swaps. The ineffectiveness resulted from the change in the forecasted debt transaction issuance date. The interest rate swaps were cash settled in December 2009.
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 estimates the fair value of its outstanding derivatives and available-for-sale-securities in accordance with the accounting standard for fair value measurements and disclosures. The accounting standard 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.

 

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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.
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 June 30, 2010:
                                 
    Fair Value Measurements at Reporting  
    Date Using:  
            Quoted Prices in              
            Active Markets for     Significant Other     Unobservable  
    June 30,     Identical Assets     Observable Inputs     Inputs  
Description   2010     (Level 1)     (Level 2)     (Level 3)  
 
                               
Recurring
                               
Assets:
                               
Available-for-Sale Securities
  $ 216     $ 216     $     $  
 
                               
Liabilities:
                               
Interest Rate Swaps
  $ 3,150     $     $ 3,150     $  
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, 2009:
                                 
    Fair Value Measurements at Reporting  
    Date Using:  
            Quoted Prices in              
            Active Markets for     Significant Other     Unobservable  
    December 31,     Identical Assets     Observable Inputs     Inputs  
Description   2009     (Level 1)     (Level 2)     (Level 3)  
 
                               
Assets:
                               
Available-for-Sale Securities
  $ 431     $ 431     $     $  
 
                               
Liabilities:
                               
Interest Rate Swaps
  $ 7,320     $     $ 7,320     $  
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 quarterly 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,
    Equity and cost method investments measured at fair value due to an impairment in accordance with the accounting standard for investments,
    Notes receivable adjusted for any impairment in its value in accordance with the accounting standard for loan receivables, 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 as of June 30, 2010.
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 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.

 

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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 non-qualification can 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 non-customary services for tenants, hold assets that Brandywine Realty Trust, as a REIT, cannot hold directly and generally may engage in any real estate or non-real estate related business.
Accounting Pronouncements Adopted During 2010
In January 2010, the FASB issued a new accounting standard for distributions to stockholders with components of stock and cash. The guidance clarifies that in calculating earnings per share, an entity should account for the stock portion of the distribution as a stock issuance and not as a stock dividend. The new standard is effective for fiscal years and interim periods ending after December 15, 2009, and should be applied on a retrospective basis. The Company’s adoption of the new standard did not have a material impact on its consolidated financial position or results of operations, as no distributions were paid with stock.
In January 2010, the FASB issued an amendment to the accounting standard for fair value measurements and disclosures. The amendment clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements. This amendment is effective for fiscal years and interim periods ending after December 15, 2009. The Company’s adoption of the new standard did not have a material impact on its consolidated financial position or results of operations.
In December 2009, the FASB issued a new accounting standard governing transfer of financial assets. This new standard is a revision to the existing accounting standard for the transfer and servicing of financial assets and amends the guidance on accounting for transfers of financial assets, including securitization transactions, where entities have continued exposure to risks related to transferred financial assets. The new accounting standard also expands the disclosure requirements for such transactions. This amendment is effective for fiscal years beginning after November 15, 2009. The Company’s adoption of the new standard did not have a material impact on its consolidated financial position or results of operations.
In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIE). The elimination of the concept of a qualifying special-purpose entity (QSPE) 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 was adopted on January 1, 2010 and applied prospectively.
As a result of the adoption of the amendment to the accounting and disclosure requirements for the consolidation of VIEs, the Company has determined that it will no longer consolidate three of the VIEs that it has previously consolidated. In reaching its conclusion, the Company considered the requirements provided by the accounting standard to qualitatively assess if the Company is the primary beneficiary of the VIEs based on whether the Company has (i) the power to direct those matters that most significantly impact the activities of the VIE and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company’s consideration included an assessment of each of the entities with which it has involvement and review of applicable documents such as, but not limited to applicable partnership agreements, real estate venture agreements, LLC agreements, management and leasing agreements. As of January 1, 2010, the Company held interests in 17 real estate ventures, 15 of which are unconsolidated and two of which the Company continues to consolidate. The Company’s basis in reaching its conclusion for these entities is provided below:

 

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Previously Consolidated:
Four Tower Bridge and Six Tower Bridge Ventures
Each of the Four Tower Bridge and Six Tower Bridge Real Estate Ventures was formed as a limited partnership to own and manage an office property located in Conshohocken, Pennsylvania. The Company entered into these ventures with two other partners during 1997 and 1998, respectively. The other partner in Four Tower Bridge owns a 35% interest in the partnership entity and the other partner in Six Tower Bridge owns a 37% interest in the partnership entities. These Real Estate Ventures were determined to be VIEs and were previously consolidated in the Company’s financial statements in accordance with the amended accounting standard for the consolidation of VIEs. The Real Estate Ventures were determined to be VIEs due to insufficient equity at the latest reconsideration event. However, upon the Company’s adoption of the new accounting standard on January 1, 2010, the Company has determined that it will no longer consolidate these Real Estate Ventures after it was determined that the partners have shared power in the ventures and no related party considerations were identified. All significant decisions are approved by both partners in the venture. Based on the facts and circumstances provided, the Company deconsolidated these two Real Estate Ventures in accordance with the new accounting standard.
Coppell Associates
Coppell Associates is a Real Estate Venture that owns one property in Austin, Texas. The Company entered into this venture with another partner which owns a 50% interest in the partnership. This Real Estate Venture is a VIE and was previously consolidated in the Company’s financial statements in accordance with the amended accounting standard for the consolidation of VIEs. The venture was determined to be a VIE due to insufficient equity at the latest reconsideration event. However, upon the Company’s adoption of the new accounting standard on January 1, 2010, the Company has determined that it will no longer consolidate this Real Estate Venture after it concluded that the partners have shared power in the venture. All significant decisions are approved by both partners in the venture. Based on the facts and circumstances provided, the Company deconsolidated this Real Estate Venture in accordance with the new accounting standard.
Other VIEs:
PJP VII
The Company holds a 25% interest in a Real Estate Venture that it entered into with two other partners. One of the other partners has 50% ownership interest in the venture while the other one has ownership interest of 25%. This venture is considered a VIE due to the fact that at the last reconsideration event, it entered into a construction loan to fund the building construction of the property and it was determined that there was insufficient equity in the joint venture. In addition, this loan has not been refinanced as of June 30, 2010 and the Company guarantees $0.7 million or 8.75% of the total construction note. It is expected that this entity will remain a VIE until the venture refinances the construction loan into a permanent financing. It was determined that the Company does not have the power to direct the significant economic activities of the Real Estate Venture in accordance with the standard and as a result is not the primary beneficiary of this real estate venture.
Residence Inn Hotel
The Company holds a 50% interest in a Real Estate Venture that owns a Residence Inn Hotel located in Conshohocken, Pennsylvania. The Company has two other partners in this venture with one of them having a 46.4% interest while the other one has 3.6% interest. The Real Estate Venture was considered as a VIE in accordance with the amended accounting standard for the consolidation of VIEs due to the participating rights of the non-equity holder hotel manager. However, the Company has determined that the partners have shared power in the venture. All significant decisions are approved by all partners in the venture. Accordingly this Real Estate Venture was not consolidated in the financial statements of the Company. Upon the adoption of the new accounting standard, the Company still has the same determination that it does not have the power to control the business of the Real Estate Venture and that it is still appropriate to account for this venture under the equity method of accounting.
G&I VI Interchange Office LLC
The Company holds a 20% interest in a Real Estate Venture that owns a portfolio of 29 office properties located in Montgomery, Bucks, and Lehigh counties in Pennsylvania. The other partner in this venture holds an 80% ownership interest. The Real Estate Venture was considered as a VIE in accordance with the amended accounting standard for the consolidation of VIEs. The venture continues to be determined a VIE due to the disproportionate voting rights. The Company has determined that it is not the primary beneficiary of the venture. Accordingly, this Real Estate Venture was not consolidated in the financial statements of the Company. Upon the adoption of the new accounting standard, the Company still has the same determination that it does not have the power to control the business of the Real Estate Venture and that it is still appropriate to account for this venture under the equity method of accounting.

 

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Seven Tower Bridge
The Company has a 10% total ownership interest in a Real Estate Venture that will develop a suburban office building in Conshohocken, Pennsylvania. The Company has three other partners in this venture having ownership interests of 50%, 20%, and 20%, respectively. This venture is considered a VIE as the property is under development and there is insufficient equity to fund the construction. The Company has determined that it is not the primary beneficiary of the venture. Accordingly, this Real Estate Venture was not consolidated in the financial statements of the Company. Upon the adoption of the new accounting standard, the Company still has the same determination that it does not have the power to control the business of the Real Estate Venture and that it is still appropriate to account for this venture under the equity method of accounting.
VIEs that Continue to be Consolidated:
Projects Related to the Company’s Tax Credit Transactions
During 2008, the Company closed two transactions with US Bancorp related to the historic rehabilitation of the 30th Street Post Office and the Cira Garage Project both located in Philadelphia, Pennsylvania. The real estate ventures created to facilitate the tax credit transactions were considered as VIEs because the equity investment at risk is not sufficient to permit the entities to receive the tax credits without the financial support from US Bancorp. The Company has also concluded that it is the primary beneficiary of the projects 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 projects. Please refer to Note 14 for a detailed discussion of these transactions as well as the amount of deferred income related to these VIEs that the Company has included in its consolidated balance sheets. There were no other significant amounts included in the Company’s consolidated balance sheet related to these entities as the related amounts were eliminated during consolidation.
Other Unconsolidated Real Estate Venture
In accordance with the Company’s adoption of the accounting standard for the consolidation of VIEs, it was determined that the Company would not consolidate the Real Estate Ventures below based on the evaluation of the substantive participating rights of the partners in each venture under the voting interest model:
    Two Tower Bridge (Company as co-General Partner with 35% Ownership Interest)
    Eight Tower Bridge (Company as Limited Partner with 3% Preferred Equity Interest)
    PJP Real Estate Ventures (Company as Operating Member with 25% to 30% Ownership Interest)
    Macquarie BDN Office LLC (Company as Operating Member with 20% Ownership Interest)
    Broadmoor Joint Venture (Company as co-Managing Venturer with 50% Ownership Interest)
    1000 Chesterbrook (Company as co-General Partner with 50% Ownership Interest)
The “other unconsolidated real estate ventures” described above are not VIEs as the other partners in the ventures have either the substantive participating rights in the entities’ normal business operations or the power to direct the activities is shared amongst the partners. As a result of the Company’s review, it has concluded that it is appropriate to account for these entities as unconsolidated Real Estate Ventures under the equity method of accounting.
Additional Considerations
The supporting real estate venture agreements of the entities listed above provided a straightforward determination of whether the Company has control to direct the business activities of the entities. Where the Company has concluded that control is shared, it is generally because of at least one other partner and the Company must agree on decisions that are considered significant. The Company has also determined that it is not the primary beneficiary in these entities as it does not have the power to direct the activities that most significantly impact the economic performance of these entities. Also, if shared control was determined and the Company was considered to be a related party, the Company is not the party deemed to be the most closely associated with the business. For entities that the Company has determined to be VIEs but for which it is not the primary beneficiary, its maximum exposure to loss is the carrying amount of its investments, as the Company has not provided any guarantees other than the guarantee described for PJP VII which was approximately $0.7 million at June 30, 2010. Also, for all entities determined to be VIEs, the Company does not provide financial support to the real estate ventures through liquidity arrangements, guarantees or other similar commitments, other than perhaps through its general partner standing.
The difference between the net amount removed from the Company’s consolidated balance sheet and the amount of the Company’s retained interest in the deconsolidated VIEs, amounting to $1.4 million, was recognized as a cumulative effect of accounting change to cumulative earnings in the Company’s consolidated balance sheets.

 

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3. REAL ESTATE INVESTMENTS
As of June 30, 2010 and December 31, 2009 the gross carrying value of the Company’s rental properties was as follows (in thousands):
                 
    June 30, 2010     December 31, 2009  
 
               
Land
  $ 681,279     $ 690,441  
Building and improvements
    3,354,646       3,393,498  
Tenant improvements
    409,158       428,679  
 
           
 
  $ 4,445,083     $ 4,512,618  
 
           
Acquisitions and Dispositions
The Company did not complete any acquisitions during the period covered in these financial statements.
As of June 30, 2010, two of the Company’s building properties located in King of Prussia, Pennsylvania are currently undergoing demolition and the remaining land balances are now presented as land inventory in the Company’s consolidated balance sheets. The Company has determined that there was a change in the estimated useful lives of the properties resulting from the ongoing demolition causing an acceleration of depreciation expense. During the three months ended June 30, 2010, the Company recognized the remaining depreciation of both properties amounting to $2.7 million with the land values of $1.1 million being reclassified to land inventory for potential future development. All related demolition costs are charged to earnings.
On January 14, 2010, the Company sold Westmoreland Plaza, a 121,815 net rentable square feet office property located in Richmond, Virginia, for a sales price of $10.8 million. This sale is included in discontinued operations (see Note 10).
4. INVESTMENT IN UNCONSOLIDATED VENTURES
As of June 30, 2010, the Company had an aggregate investment of approximately $77.9 million in 15 unconsolidated Real Estate Ventures. The Company formed these ventures with unaffiliated third parties, or acquired interest in them, to develop office properties or to acquire land in anticipation of possible development of office properties. Thirteen of the Real Estate Ventures own 48 office buildings that contain an aggregate of approximately 4.6 million net rentable square feet, one Real Estate Venture owns three acres of undeveloped parcel of land and one Real Estate Venture developed a hotel property that contains 137 rooms in Conshohocken, PA.
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 65%, 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.

 

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The following is a summary of the financial position of the Real Estate Ventures as of June 30, 2010 and December 31, 2009 (in thousands):
                 
    June 30,     December 31,  
    2010 (a)     2009  
 
               
Net property
  $ 529,816     $ 503,932  
Other assets
    109,766       96,643  
Other Liabilities
    32,865       37,774  
Debt
    515,774       470,232  
Equity
    90,943       92,569  
Company’s share of equity (Company’s basis)
    77,908       75,458  
     
(a) - Includes the three real estate ventures that were deconsolidated upon the adoption of the new accounting standard for the consolidation of VIEs.
The following is a summary of results of operations of the Real Estate Ventures for the three and six-month periods ended June 30, 2010 and 2009 (in thousands):
                                 
    Three-month period     Six-month period  
    ended June 30,     ended June 30,  
    2010 (a)     2009     2010 (a)     2009  
 
                               
Revenue
  $ 30,528     $ 27,125     $ 54,598     $ 53,869  
Operating expenses
    10,305       9,109       19,001       18,675  
Interest expense, net
    9,270       6,845       17,008       13,997  
Depreciation and amortization
    8,302       8,859       14,524       17,681  
Net income
    2,651       2,312       4,065       3,336  
Company’s share of income (Company’s basis)
    1,025       1,533       2,321       2,119  
     
(a) - Includes the three real estate ventures that were deconsolidated upon the adoption of the new accounting standard for the consolidation of VIEs.
As of June 30, 2010, the Company had guaranteed repayment of approximately $0.7 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.
5. DEFERRED COSTS
As of June 30, 2010 and December 31, 2009, the Company’s deferred costs were comprised of the following (in thousands):
                         
    June 30, 2010  
            Accumulated     Deferred Costs,  
    Total Cost     Amortization     net  
 
                       
Leasing Costs
  $ 128,954     $ (55,566 )   $ 73,388  
Financing Costs
    40,396       (11,120 )     29,276  
 
                 
Total
  $ 169,350     $ (66,686 )   $ 102,664  
 
                 
                         
    December 31, 2009  
            Accumulated     Deferred Costs,  
    Total Cost     Amortization     net  
 
                       
Leasing Costs
  $ 124,391     $ (50,643 )   $ 73,748  
Financing Costs
    42,965       (10,616 )     32,349  
 
                 
Total
  $ 167,356     $ (61,259 )   $ 106,097  
 
                 
During the three and six-months ended June 30, 2010, the Company capitalized internal direct leasing costs of $1.3 million and $3.1 million, and $1.8 million and $3.0 million during the three and six-months ended June 30, 2009, respectively, in accordance with the accounting standard for the capitalization of leasing costs.

 

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6. INTANGIBLE ASSETS
As of June 30, 2010 and December 31, 2009, the Company’s intangible assets were comprised of the following (in thousands):
                         
    June 30, 2010  
            Accumulated     Deferred Costs,  
    Total Cost     Amortization     net  
 
                       
In-place lease value
  $ 109,248     $ (66,940 )   $ 42,308  
Tenant relationship value
    93,994       (52,447 )     41,547  
Above market leases acquired
    14,198       (10,546 )     3,652  
 
                 
Total
  $ 217,440     $ (129,933 )   $ 87,507  
 
                 
 
                       
Below market leases acquired
  $ 73,402     $ (40,761 )   $ 32,641  
 
                 
                         
    December 31, 2009  
            Accumulated     Deferred Costs,  
    Total Cost     Amortization     net  
 
                       
In-place lease value
  $ 123,456     $ (71,402 )   $ 52,054  
Tenant relationship value
    97,566       (49,374 )     48,192  
Above market leases acquired
    15,674       (10,757 )     4,917  
 
                 
Total
  $ 236,696     $ (131,533 )   $ 105,163  
 
                 
 
                       
Below market leases acquired
  $ 75,325     $ (38,238 )   $ 37,087  
 
                 

As of June 30, 2010, the Company’s annual amortization for its intangible assets/liabilities is as follows (in thousands, and assuming no early lease terminations):
                 
    Assets     Liabilities  
2010
  $ 12,859     $ 3,884  
2011
    22,137       6,991  
2012
    16,957       6,275  
2013
    12,191       5,836  
2014
    8,884       4,348  
Thereafter
    14,479       5,307  
 
           
Total
  $ 87,507     $ 32,641  
 
           

 

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7. DEBT OBLIGATIONS
The following table sets forth information regarding the Company’s debt obligations outstanding at June 30, 2010 and December 31, 2009 (in thousands):
MORTGAGE DEBT:
                         
                    Effective    
    June 30,     December 31,     Interest   Maturity
Property / Location   2010     2009     Rate   Date
 
                       
Plymouth Meeting Exec.
  $ 41,649     $ 42,042     7.00% (a)   Dec-10
Four Tower Bridge
          10,158     6.62% (b)   Feb-11
Arboretum I, II, III & V
    20,722       21,046     7.59%   Jul-11
Midlantic Drive/Lenox Drive/DCC I
    57,381       58,215     8.05%   Oct-11
Research Office Center
    39,581       39,999     5.30% (a)   Oct-11
Concord Airport Plaza
    35,054       35,594     5.55% (a)   Jan-12
Six Tower Bridge
          13,557     7.79% (b)   Aug-12
Newtown Square/Berwyn Park/Libertyview
    58,842       59,557     7.25%   May-13
Coppell Associates II
          2,711     6.89% (b)   Dec-13
Southpoint III
    2,932       3,255     7.75%   Apr-14
Tysons Corner
    97,284       98,056     5.36% (a)   Aug-15
Coppell Associates I
          16,600     5.75% (b)   Feb-16
Two Logan Square
    89,800       89,800     7.57%   Apr-16
One Logan Square
    60,000       60,000     4.50%   Jul-16
 
                   
Principal balance outstanding
    503,245       550,590          
Plus: unamortized fixed-rate debt premiums, net
    325       1,130          
 
                   
Total mortgage indebtedness
  $ 503,570     $ 551,720          
 
                   
 
                       
UNSECURED DEBT:
                       
$300.0M 5.625% Guaranteed Notes due 2010
    196,774       198,545     5.61%   Dec-10
Bank Term Loan
    183,000       183,000     LIBOR + 0.80%   Jun-11 (c)
Credit Facility
    160,000       92,000     LIBOR + 0.725%   Jun-11 (c)
$345.0M 3.875% Guaranteed Exchangeable Notes due 2026
    73,535       127,960     5.50%   Oct-11 (d)
$300.0M 5.750% Guaranteed Notes due 2012
    176,769       187,825     5.77%   Apr-12
$250.0M 5.400% Guaranteed Notes due 2014
    242,681       242,681     5.53%   Nov-14
$250.0M 7.500% Guaranteed Notes due 2015
    250,000       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
    1,911,369       1,910,621          
Less: unamortized exchangeable debt discount
    (1,808 )     (4,327 )        
unamortized fixed-rate debt discounts, net
    (3,090 )     (3,437 )        
 
                   
Total unsecured indebtedness
  $ 1,906,471     $ 1,902,857          
 
                   
 
                       
Total Debt Obligations
  $ 2,410,041     $ 2,454,577          
 
                   
 
     
(a)   Loans were assumed upon acquisition of the related property. Interest rates presented above reflect the market rate at the time of acquisition.
 
(b)   These loans were removed from the Company’s balance sheet due to the deconsolidation of the related VIEs as discussed in Note 2.
 
(c)   On July 20, 2010, the maturity date of the Bank Term Loan was extended from October 18, 2010 to June 29, 2011. The Bank Term Loan and the Credit Facility may be extended to June 29, 2012 at the Company’s discretion.
 
(d)   On October 20, 2011, the holders of the Exchangeable Notes have the right to request the redemption of all or a portion of the Exchangeable Notes they hold at a price equal to 100% of the principal amount plus accrued and unpaid interest. Accordingly, the Exchangeable Notes have been presented with an October 20, 2011 maturity date.
During the six-month periods ended June 30, 2010 and 2009, the Company’s weighted-average effective interest rate on its mortgage notes payable was 6.43% and 6.70%, respectively.

 

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During the six-months ended June 30, 2010, the Company repurchased $67.3 million of its outstanding unsecured Notes in a series of transactions which are summarized in the table below (in thousands):
                                 
    Repurchase                     Deferred Financing  
Notes   Amount     Principal     Loss     Amortization  
2010 5.625% Notes
  $ 1,829     $ 1,772     $ (33 )   $ 2  
2012 5.750% Notes
    11,666       11,056       (369 )     29  
3.875% Notes
    54,662       54,425       (1,235 )     250  
 
                       
 
  $ 68,157     $ 67,253     $ (1,637 )   $ 281  
 
                       
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 the 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 June 30, 2010, the Company had $160.0 million of borrowings, $14.0 million in letters of credit outstanding, and a $92.1 million holdback in connection with its historic tax credit transaction leaving $333.9 million of unused availability. During the six-month periods ended June 30, 2010 and 2009, the weighted-average interest rate on Credit Facility borrowings was 1.01% and 1.87%, respectively. As of June 30, 2010 and 2009, the weighted average interest rate on the Credit Facility was 1.07% and 1.42%, respectively.
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 June 30, 2010.
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. 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 June 30, 2010, 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 is 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).
The Company accounts for its outstanding 3.875% Guaranteed Exchangeable Notes in accordance with the accounting standard for convertible debt instruments. The 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 accounting standard requires the initial proceeds from the Company’s issuance of the 3.875% Guaranteed Exchangeable Notes to be allocated between a liability component and an equity component in a manner that reflects interest expense at the interest rate of a similar nonconvertible debt that could have been issued by the Company at such time. 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).

 

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The principal amount outstanding of the 3.875% Guaranteed Exchangeable Notes was $73.5 at June 30, 2010 and $128.0 million at December 31, 2009, respectively. 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 and is reflected within Additional paid-in capital in the Company’s consolidated balance sheets. The unamortized debt discount is $1.8 million at June 30, 2010 and $4.3 million at December 31, 2009, respectively, and will be amortized through October 15, 2011. The effective interest rate at June 30, 2010 and December 31, 2009 was 5.5%. The Company recognized contractual coupon interest of $0.8 million and $1.9 million for the three and six-month periods ended June 30, 2010 and $2.4 million and $5.4 million for the three and six-month periods ended June 30, 2009, respectively. In addition, the Company recognized interest on amortization of debt discount of $0.4 million and $0.9 million during the three and six-month periods ended June 30, 2010, and $1.0 million and $1.3 million during the three and six-month periods ended June 30, 2009, respectively. Debt discount write-offs resulting from debt repurchases amounted to $0.5 million and $1.6 million for the three and six-month periods ended June 30, 2010, respectively, and $1.5 million for the three month period ended June 30, 2009.
As of June 30, 2010, the Company’s aggregate scheduled principal payments of debt obligations, excluding amortization of discounts and premiums, are as follows (in thousands):
         
2010
  $ 242,484  
2011
    537,660  
2012
    214,835  
2013
    58,688  
2014
    246,158  
Thereafter
    1,114,789  
 
     
Total principal payments
    2,414,614  
Net unamortized premiums/discounts
    (4,573 )
 
     
Outstanding indebtedness
  $ 2,410,041  
 
     
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 June 30, 2010 and December 31, 2009, 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 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 June 30, 2010 and December 31, 2009 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’s estimates of fair value differ from the carrying amounts (in thousands):
                                 
    June 30, 2010     December 31, 2009  
    Carrying     Fair     Carrying     Fair  
    Amount     Value     Amount     Value  
 
                               
Mortgage payable, net of premiums
  $ 503,245     $ 480,455     $ 551,873     $ 523,745  
Unsecured notes payable, net of discounts
  $ 1,489,758     $ 1,522,901     $ 1,557,011     $ 1,497,356  
Variable Rate Debt Instruments
  $ 421,610     $ 406,645     $ 353,610     $ 341,210  
Notes Receivable
  $ 72,965 (a)   $ 62,776     $ 71,989 (a)   $ 62,776  
     
(a)   For purposes of this disclosure, one of the notes is presented gross of the recognized deferred gain of $12.9 million arising from the sale of two properties in the prior year accounted for under the accounting standard for installment sales.
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.

 

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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 2010 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 high 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.
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 June 30, 2010. 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 volatility 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.

 

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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 June 30, 2010 and December 31, 2009, 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.
The fair value of the hedges at June 30, 2010 and December 31, 2009 is included in other liabilities and accumulated other comprehensive income in the accompanying balance sheet, except for the $0.3 million of ineffectiveness charged to the consolidated statements of operations during the three months ended June 30, 2009 relating to the two forward starting swaps.
The following table summarizes the terms and fair values of the Company’s derivative financial instruments at June 30, 2010 and December 31, 2009 (in thousands). The notional amounts present the Company’s use of these instruments, but do not represent exposure to credit, interest rate or market risks.
                                                                     
Hedge   Hedge           Notional Amount             Trade     Maturity     Fair Value  
Product   Type   Designation     6/30/2010     12/31/2009     Strike     Date     Date     6/30/2010     12/31/2009  
Swap
  Interest Rate   Cash Flow (b)     $ 152,700     $ 123,000 (a)     4.709 %     9/20/07       10/18/10     $ 2,213     $ 5,162  
Swap
  Interest Rate   Cash Flow (b)       25,000       25,000       4.415 %     10/19/07       10/18/10       336       827  
Swap
  Interest Rate   Cash Flow (b)       25,000       25,000       3.747 %     11/26/07       10/18/10       280       688  
Swap
  Interest Rate   Cash Flow (b)       25,774       25,774       2.975 %     10/16/08       10/30/10       321       643  
 
                                                           
 
              $ 228,474     $ 198,774                             $ 3,150     $ 7,320  
 
                                                           
     
(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 six-month periods ended June 30, 2010 and 2009. 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.

 

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10. DISCONTINUED OPERATIONS
For the three and six-month periods ended June 30, 2010, income from discontinued operations relates to the one property that the Company sold during 2010. The following table summarizes the revenue and expense information for the property classified as discontinued operations for the three and six-month periods ended June 30, 2010 (in thousands):
                 
    Three-month period     Six-month period  
    ended June 30, 2010     ended June 30, 2010  
Revenue:
               
Tenant reimbursements
  $ 172       220  
 
       
Expenses:
               
Property operating expenses
    21       46  
Real estate taxes
          2  
Depreciation & amortization
          11  
 
           
Total operating expenses
    21       59  
Income from discontinued operations before gain on sale of interests in real estate
    151       161  
 
       
Net gain on sale of interest in real estate
          6,349  
 
           
Income from discontinued operations
    151       6,510  
Income from discontinued operations attributable to non-controlling interest
    (3 )     (139 )
 
           
Income from discontinued operations attributable to Brandywine Realty Trust
  $ 148     $ 6,371  
 
           
For the three and six-month periods ended June 30, 2009, income from discontinued operations relates to properties that the Company sold through June 30, 2010. The following table summarizes the revenue and expense information for properties classified as discontinued operations for the three and six-month periods ended June 30, 2009 (in thousands):
                 
    Three-month period     Six-month period  
    ended June 30, 2009     ended June 30, 2009  
Revenue:
               
Rents
  $ 2,464     $ 5,989  
Tenant reimbursements
    1,633       3,425  
Other
    16       121  
 
           
Total revenue
    4,113       9,535  
 
               
Expenses:
               
Property operating expenses
    1,641       3,465  
Real estate taxes
    582       1,230  
Depreciation and amortization
    742       2,154  
 
           
Total operating expenses
    2,965       6,849  
 
               
Income from discontinued operations before gain on sale of interests in real estate
    1,148       2,686  
 
               
Net loss on sale of interests in real estate
    (1,225 )     (1,031 )
Provision for impairment
          (3,700 )
 
           
Loss from discontinued operations
    (77 )     (2,045 )
Loss from discontinued operations attributable to non-controlling interests
    2       63  
 
           
Loss from discontinued operations attributable to Brandywine Realty Trust
  $ (75 )   $ (1,982 )
 
           
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
As of June 30, 2010 and December 31, 2009, the aggregate book value of the non-controlling interests (which reflect units in the Operating Partnership not owned by the Company) in the accompanying consolidated balance sheet was $37.8 million and $38.3 million, respectively, and the Company believes that the aggregate settlement value of these interests was approximately $30.2 million and $32.0 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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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 June 30,  
    2010     2009  
    Basic     Diluted     Basic     Diluted  
Numerator
                               
Income (loss) from continuing operations
  $ (5,751 )   $ (5,751 )   $ 5,857     $ 5,857  
 
                               
Net (loss) income from continuing operations attributable to non-controlling interests
    162       162       (169 )     (169 )
Amount allocable to unvested restricted shareholders
    (128 )     (128 )     (73 )     (73 )
Preferred share dividends
    (1,998 )     (1,998 )     (1,998 )     (1,998 )
 
                       
Income (loss) from continuing operations available to common shareholders
    (7,715 )     (7,715 )     3,617       3,617  
 
                               
Income (loss) from discontinued operations
    151       151       (77 )     (77 )
Net (income) loss from discontinued operations attributable to non-controlling interests
    (3 )     (3 )     2       2  
 
                       
Discontinued operations attributable to common shareholders
    148       148       (75 )     (75 )
 
                       
Net (loss) income attributable to common shareholders
  $ (7,567 )   $ (7,567 )   $ 3,542     $ 3,542  
 
                       
 
                               
Denominator
                               
Weighted-average shares outstanding
    131,510,924       131,510,924       101,583,997       101,583,997  
Contingent securities/Stock based compensation
                      1,158,346  
 
                       
Total weighted-average shares outstanding
    131,510,924       131,510,924       101,583,997       102,742,343  
 
                       
 
                               
Earnings per Common Share:
                               
(Loss) income from continuing operations attributable to common shareholders
  $ (0.06 )   $ (0.06 )   $ 0.03     $ 0.03  
Discontinued operations attributable to common shareholders
                       
 
                       
Net (loss) income attributable to common shareholders
  $ (0.06 )   $ (0.06 )   $ 0.03     $ 0.03  
 
                       
                                 
    Six-month periods ended June 30,  
    2010     2009  
    Basic     Diluted     Basic     Diluted  
Numerator
                               
Income (loss) from continuing operations
  $ (12,509 )   $ (12,509 )   $ 6,952     $ 6,952  
 
                               
Net (loss) income from continuing operations attributable to non-controlling interests
    349       349       (135 )     (135 )
Amount allocable to unvested restricted shareholders
    (256 )     (256 )     (110 )     (110 )
Preferred share dividends
    (3,996 )     (3,996 )     (3,996 )     (3,996 )
 
                       
Income (loss) from continuing operations available to common shareholders
    (16,412 )     (16,412 )     2,711       2,711  
 
                               
Income (loss) from discontinued operations
    6,510       6,510       (2,045 )     (2,045 )
(Income) loss from discontinued operations attributable to non-controlling interests
    (139 )     (139 )     63       63  
 
                       
Discontinued operations attributable to common shareholders
    6,371       6,371       (1,982 )     (1,982 )
 
                       
Net (loss) income attributable to common shareholders
  $ (10,041 )   $ (10,041 )   $ 729     $ 729  
 
                       
 
                               
Denominator
                               
Weighted-average shares outstanding
    130,146,853       130,146,853       94,934,134       94,934,134  
Contingent securities/Stock based compensation
                      561,612  
 
                       
Total weighted-average shares outstanding
    130,146,853       130,146,853       94,934,134       95,495,746  
 
                       
 
                               
Earnings per Common Share:
                               
(Loss) income from continuing operations attributable to common shareholders
  $ (0.13 )   $ (0.13 )   $ 0.03     $ 0.03  
Discontinued operations attributable to common shareholders
    0.05       0.05       (0.02 )     (0.02 )
 
                       
Net (loss) income attributable to common shareholders
  $ (0.08 )   $ (0.08 )   $ 0.01     $ 0.01  
 
                       
Securities totaling 2,809,108 and 2,816,621 as of June 30, 2010 and 2009, respectively, were excluded from the earnings per share computations because their effect would have been anti-dilutive.

 

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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 six months ended June 30, 2010 and 2009, earnings representing nonforfeitable dividends as noted in the table above were allocated to the unvested restricted shares.
Common and Preferred Shares
On June 2, 2010, the Company declared a distribution of $0.15 per Common Share, totaling $19.9 million, which was paid on July 20, 2010 to shareholders of record as of July 6, 2010. On June 2, 2010, the Company declared distributions on its Series C Preferred Shares and Series D Preferred Shares to holders of record as of June 30, 2010. These shares are entitled to a preferential return of 7.50% and 7.375%, respectively. Distributions paid on July 15, 2010 to holders of Series C Preferred Shares and Series D Preferred Shares totaled $0.9 million and $1.1 million, respectively.
In March 2010, the Company commenced a continuous equity offering program (the “Offering Program”), under which the Company may sell up to an aggregate amount of 15,000,000 common shares until March 10, 2013. The Company may sell common shares in amounts and at times to be determined by the Company. Actual sales will depend on a variety of factors as determined by the Company, including market conditions, the trading price of its common shares and determinations by the Company of the appropriate sources of funding. In conjunction with the Offering Program, the Company engaged sales agents who received compensation, in aggregate, of up to 2% of the gross sales price per share sold during the six months ended June 30, 2010. During the three -month period ended June 30, 2010, the Company sold 1,960,145 shares, under this program at an average sales price of $12.89 per share resulting in net proceeds of $24.8 million. From its inception in March 2010 through June 30, 2010, the Company has sold 3,285,345 under this program at an average sales price of $12.69 per share resulting in net proceeds of $40.9 million. The Company used the net proceeds from the sales to repay balances on its unsecured revolving credit facility and for general corporate purposes.
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 six-month period ended June 30, 2010. As of June 30, 2010, 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 June 30, 2010, the Company had 3,129,372 options outstanding under its shareholder approved equity incentive plan. There were 1,731,884 options unvested as of June 30, 2010 and $2.2 million of unrecognized compensation expense associated with these options to be recognized over a weighted average of 1.8 years. During the three and six months ended June 30, 2010, the Company recognized $0.3 million and $0.5 million of compensation expense, respectively, related to unvested options. During the three and six months ended June 30, 2009, the Company recognized $0.1 million and $0.2 million of compensation expense, respectively. The recognized compensation expenses are included in general and administrative expense in the Company’s consolidated statements of operations. The Company has also capitalized nominal amounts of compensation expense for the said periods as part of the Company’s review of employee salaries eligible for capitalization.

 

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Option activity as of June 30, 2010 and changes during the six months ended June 30, 2010 were as follows:
                                 
            Weighted     Weighted Average        
            Average     Remaining Contractual     Aggregate Intrinsic  
    Shares     Exercise Price     Term (in years)     Value  
Outstanding at January 1, 2010
    2,404,567     $ 15.48       8.38     $ (9,816,670 )
Granted
    724,805       11.31       8.18       5,303,686  
 
                       
 
       
Outstanding at June 30, 2010
    3,129,372     $ 14.52       8.30     $ (11,785,528 )
 
                             
 
       
Vested/Exercisable at June 30, 2010
    1,397,487     $ 17.50       4.51     $ (5,665,160 )
Restricted Share Awards
As of June 30, 2010, 852,276 restricted shares were outstanding and vest over three to seven years from the initial grant date. The remaining compensation expense to be recognized at June 30, 2010 was approximately $6.1 million. That expense is expected to be recognized over a weighted average remaining vesting period of 2.1 years. The Company recognized compensation expense related to outstanding restricted shares of $1.0 million and $1.8 million during the three and six months ended June 30, 2010, of which $0.2 million and $0.4 million, respectively, were capitalized as part of the Company’s review of employee salaries eligible for capitalization. The Company recognized compensation expense related to outstanding restricted shares of $1.2 million and $1.6 million during the three and six months ended June 30, 2009, of which $0.2 million and $0.5 million, respectively, were also capitalized. 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 six-months ended June 30, 2010:
                 
            Weighted  
            Average Grant  
    Shares     Date Fair value  
Non-vested at January 1, 2010
    708,580     $ 9.69  
Granted
    240,302       11.56  
Vested
    (95,798 )     20.47  
Forfeited
    (808 )     12.51  
 
           
Non-vested at June 30, 2010
    852,276     $ 10.76  
 
           
Restricted Performance Share Units Plan
On March 4, 2010 and April 1, 2009, the Company’s Compensation Committee awarded an aggregate of 120,955 and 488,292 share-based awards, respectively, to its executives. These awards are referred to as Restricted Performance Share Units, or RPSUs. The RPSUs represent the right to earn common shares. The number of common shares, if any, deliverable to award recipients depends on the Company’s performance based on its total return to shareholders during the three year measurement period that commenced on January 1, 2010 (in the case of the March 4, 2010 awards) and January 1, 2009 (in the case of the April 1, 2009 awards) and that ends on the earlier of December 31, 2012 or December 31, 2011 (as applicable) or the date of a change of control, compared to the total shareholder return of REITs within an index over such respective periods. The awards are also contingent upon the continued employment of the participants through the performance periods (with exceptions for death, disability and qualifying retirement). Dividends are deemed credited to the performance units accounts and are applied to “acquire” more performance units for the account of the unit holder at the price per common share ending on the dividend payment date. If earned, awards will be settled in common shares in an amount that reflects both the number of performance units in the holder’s account at the end of the applicable measurement period and the Company’s total return to shareholders during the applicable three year measurement period relative to the total shareholder return of the REIT within the index.
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.

 

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The fair values of the 2010 and 2009 awards on the grant date were $2.0 million and $1.1 million, respectively, and are being amortized over the said cliff vesting period. On the date of each grant, the awards were valued using a Monte Carlo simulation. For the three and six-month periods ended June 30, 2010, the Company recognized total compensation expense for both awards of $0.3 million and $0.5 million, respectively, related to this plan of which nominal amounts were capitalized for each period as part of the Company’s review of employee salaries eligible for capitalization. For the three months ended June 30, 2009, the Company recognized total compensation expense for the 2009 award of $0.1 million related to this plan of which a nominal amount was also capitalized.
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 value of the awards under the outperformance program, as adjusted for estimated forfeitures, was 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 six-month periods ended June 30, 2010, the Company recognized $0.1 million and $0.2 million, respectively, of compensation expenses related to the outperformance program. For the three and six-month periods ended June 30, 2009, the Company recognized $0.3 million and $0.6 million, respectively, of compensation expenses 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 2010 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 six-month periods ended June 30, 2010, employees made purchases of $0.2 million and $0.3 million, respectively, under the ESPP and the Company recognized $0.1 million of compensation expense related to the ESPP. During the three and six-month periods ended June 30, 2009, employees made purchases of $0.1 million and $0.2 million, respectively, under the ESPP and the Company recognized $0.1 million of compensation expense related to the ESPP. 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 notional 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. For the six month periods ended June 30, 2010 and 2009, the Company recorded a net decrease in compensation costs of $0.2 million and a net increase of $0.5 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 and mutual funds, which can be utilized as a funding source for the obligations under the Plan. Participants in the Plan have no interest in any assets set aside by the Company to meet its obligations under the Plan. For the six month periods ended June 30, 2010 and 2009, the Company recorded a net increase in compensation cost of $0.2 million and a net decrease of $0.8 million, respectively, in connection with the investments in the Company-owned policies and mutual funds.
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 the 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 June 30, 2010 and 2009, there were 0.3 million shares 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 on or about September 1, 2010). USB has agreed to contribute approximately $64.8 million of Project costs and advanced $10.2 million of that amount contemporaneously with the closing of the transaction. USB advanced an additional $27.4 million and $23.8 million in June 2010 and December 2009, respectively. The remaining funds will be advanced upon achievement of certain construction milestones and compliance with the federal rehabilitation regulations. In return for its investment, USB will, upon completion of the Project, 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 and is being accreted to the expected fixed put price.
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. 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 tax credit is subject to 20% recapture per year beginning one year after the completion of the Project in September 2010. The total USB contributions made amounting to $61.4 million and $34.0 million is presented within deferred income in the Company’s consolidated balance sheet at June 30, 2010 and December 31, 2009, respectively. The contributions were recorded net of the amount allocated to non-controlling interest as described above of $1.7 million and $0.7 million at June 30, 2010 and December 31, 2009, respectively. The Company anticipates that beginning in September 2011 it will recognize the cash received as revenue over the five year credit recapture period as defined in the Internal Revenue Code. The Company also expects that USB will exercise the put/call provision in December 2015 when the recapture period ends.
Direct and incremental costs incurred in structuring the arrangement are deferred and will be recognized as expense in the consolidated financial statements upon the recognition of the related revenue as discussed above. The deferred cost at June 30, 2010 is $2.5 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 $0.3 million and $0.4 million for the three and six-months ended June 30, 2010, respectively.
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 it is entitled to substantially all of the benefits derived from the tax credit, but it does 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 obligation is included in other liabilities and is being accreted to the expected fixed put price. The said put price is insignificant.

 

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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 investment entities established to facilitate the NMTC transaction should be consolidated. The USB contribution of $13.3 million is included in deferred income on the Company’s consolidated balance sheet at June 30, 2010 and December 31, 2009. The USB contribution other than the amount allocated to the put obligation will be recognized as income in the consolidated financial statements when the tax benefits are delivered without risk of recapture to the tax credit investors and the Company’s obligation is relieved. 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 as provided in the Internal Revenue Code. The Company expects that USB will exercise the put/call provision in December 2015 at the end of the recapture period.
Direct and incremental costs incurred in structuring the arrangement are deferred and will be recognized as expense in the consolidated financial statements upon the recognition of the related revenue as discussed above. The deferred cost at June 30, 2010 is $5.3 million and is included in other assets on the Company’s consolidated balance sheet.
15. SEGMENT INFORMATION
As of June 30, 2010, the Company manages its portfolio within six segments: (1) Pennsylvania, (2) Metropolitan Washington D.C, (3) New Jersey/Delaware, (4) Richmond, Virginia, (5) Austin, Texas and (6) California. The Pennsylvania segment includes properties in Chester, Delaware, 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 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 Austin, Texas segment includes properties in Austin. The California segment includes properties in Oakland, Concord, Carlsbad and Rancho Bernardo. 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.

 

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Segment information is as follows (in thousands):
                                                                 
                    New Jersey     Richmond,                          
    Pennsylvania     Metropolitan, D.C.     /Delaware     Virginia     Austin, Texas     California     Corporate     Total  
As of June 30, 2010:
                                                               
Real estate investments, at cost:
                                                               
Operating properties
  $ 1,683,428     $ 1,354,998     $ 594,520     $ 292,956     $ 266,807     $ 252,374     $     $ 4,445,083  
Construction-in-progress
  $     $     $     $     $     $     $ 334,196     $ 334,196  
Land inventory
  $     $     $     $     $     $     $ 106,715     $ 106,715  
 
       
As of December 31, 2009:
                                                               
Real estate investments, at cost:
                                                               
Operating properties
  $ 1,726,267     $ 1,356,206     $ 598,122     $ 297,958     $ 282,093     $ 251,972     $     $ 4,512,618  
Construction-in-progress
  $     $     $     $     $     $     $ 271,962     $ 271,962  
Land inventory
  $     $     $     $     $     $     $ 97,368     $ 97,368  
 
                                                               
For the three-months ended June 30, 2010:
                                                               
Total revenue
  $ 55,970     $ 34,661     $ 24,028     $ 8,769     $ 8,358     $ 5,966     $ (257 )   $ 137,495  
Property operating expenses, real estate taxes and third party management expenses
    20,904       11,996       11,345       3,165       3,601       2,957       (29 )     53,939  
 
                                               
Net operating income
  $ 35,066     $ 22,665     $ 12,683     $ 5,604     $ 4,757     $ 3,009     $ (228 )   $ 83,556  
 
                                               
 
                                                               
For the three-months ended June 30, 2009:
                                                               
Total revenue
  $ 57,205     $ 34,637     $ 25,387     $ 8,948     $ 8,278     $ 6,158     $ 1,461     $ 142,074  
Property operating expenses, real estate taxes and third party management expenses
    20,492       12,757       10,827       3,310       3,877       3,390       386       55,039  
 
                                               
Net operating income
  $ 36,713     $ 21,880     $ 14,560     $ 5,638     $ 4,401     $ 2,768     $ 1,075     $ 87,035  
 
                                               
 
                                                               
For the six-months ended June 30, 2010:
                                                               
Total revenue
  $ 114,245     $ 69,403     $ 50,823     $ 18,168     $ 16,745     $ 11,871     $ (626 )   $ 280,629  
Property operating expenses, real estate taxes and third party management expenses
    45,624       24,373       24,447       6,825       7,078       5,685       (481 )     113,551  
 
                                               
Net operating income
  $ 68,621     $ 45,030     $ 26,376     $ 11,343     $ 9,667     $ 6,186     $ (145 )   $ 167,078  
 
                                               
 
                                                               
For the six-months ended June 30, 2009:
                                                               
Total revenue
  $ 116,257     $ 69,811     $ 50,915     $ 18,264     $ 16,872     $ 13,532     $ 3,154     $ 288,805  
Property operating expenses, real estate taxes and third party management expenses
    43,517       26,661       23,136       6,966       7,748       6,742       638       115,408  
 
                                               
Net operating income
  $ 72,740     $ 43,150     $ 27,779     $ 11,298     $ 9,124     $ 6,790     $ 2,516     $ 173,397  
 
                                               

 

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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     Six-month periods  
    ended June 30,     ended June 30,  
    2010     2009     2010     2009  
    (amounts in thousands)     (amounts in thousands)  
Consolidated net operating income
  $ 83,556     $ 87,035     $ 167,078     $ 173,397  
Less:
                               
Interest expense
    (31,210 )     (34,944 )     (62,734 )     (70,590 )
Deferred financing costs
    (862 )     (1,894 )     (1,873 )     (3,146 )
Recognized Hedge Activity
          (305 )           (305 )
Depreciation and amortization
    (52,125 )     (52,708 )     (104,747 )     (103,923 )
Administrative expenses
    (6,653 )     (5,515 )     (12,745 )     (10,473 )
Plus:
                               
Interest income
    963       642       1,828       1,221  
Equity in income of real estate ventures
    1,025       1,533       2,321       2,119  
Gain (loss) on early extinguishment of debt
    (445 )     12,013       (1,637 )     18,652  
 
                       
 
       
Income (loss) from continuing operations
    (5,751 )     5,857       (12,509 )     6,952  
Income from discontinued operations
    151       (77 )     6,510       (2,045 )
 
                       
 
       
Net (loss) income
  $ (5,600 )   $ 5,780     $ (5,999 )   $ 4,907  
 
                       
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 June 30, 2010 are as follows (in thousands):
         
2010
  $ 1,159  
2011
    2,318  
2012
    2,318  
2013
    2,318  
2014
    2,409  
Thereafter
    285,333  

 

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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 704,664 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 the Company must pay a state and local transfer 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 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, if any, 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 June 30, 2010: 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 the applicable property on account of tax liabilities attributed to them.
As part of the Company’s acquisition of properties from time to time in tax-deferred transactions, the Company has agreed to provide certain of the prior owners of the acquired properties with the right to guarantee the Company indebtedness. If the Company were to seek to repay the indebtedness guaranteed by the prior owner before the expiration of the applicable agreement, the Company will be required to provide the prior owner an opportunity to guaranty a qualifying replacement debt. These debt maintenance agreements may limit the Company’s ability to refinance indebtedness on terms that will be favorable to the Company.
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 its competitiveness. The Company also enters into construction, utility and service contracts in the ordinary course of business which may extend beyond one year. These contracts typically provide for cancellation with insignificant or no cancellation penalties.
During 2008, in connection with the development of the PO Box/IRS and Cira Garage projects, the Company entered into a historic tax credit and new market tax credit arrangement, respectively. 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 reduction of investor capital contributions, which are reported as deferred income 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.

 

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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. In order for funding to occur, certain conditions must be met by the Company including 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 or about September 1, 2010 which is also the anticipated completion date of the projects. In the event the 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 a 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 August 5, 2010, the Company, through its Operating Partnership, acquired a 53 story Class A office tower at 1717 Arch Street in Philadelphia, together with related ground tenancy rights under a long-term ground lease, from BAT Partners, L.P. This property contains approximately 1.0 million of net rentable square feet and is currently 63% leased. The Company acquired 1717 Arch for approximately $129.0 million funded through a combination of $51.2 million of cash and 7,111,112 units of a newly-established class of limited partnership interest of the Operating Partnership designated as “Class F (2010) Units.” The Class F (2010) Units do not accrue a dividend prior to the first anniversary of the closing. The Company funded the cash portion of the acquisition price through an advance under its revolving credit facility and with available corporate funds.
On July 29, 2010, the Company received the full $40.0 million of the purchase money mortgage note it extended to the buyer of its properties in Oakland, California in October 2008.
The Company has evaluated subsequent events through 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
(in thousands, except unit and per unit information)
                 
    June 30,     December 31,  
    2010     2009  
Real estate investments:
               
Operating properties
  $ 4,445,083     $ 4,512,618  
Accumulated depreciation
    (750,848 )     (716,956 )
 
           
Operating real estate investments, net
    3,694,235       3,795,662  
Construction-in-progress
    334,196       271,962  
Land inventory
    106,715       97,368  
 
           
Total real estate invesmtents, net
    4,135,146       4,164,992  
 
               
Cash and cash equivalents
    297       1,567  
Accounts receivable, net
    19,603       10,934  
Accrued rent receivable, net
    88,105       87,173  
Investment in real estate ventures, at equity
    77,908       75,458  
Deferred costs, net
    102,664       106,097  
Intangible assets, net
    87,507       105,163  
Notes receivable
    59,939       59,008  
Other assets
    46,015       53,358  
 
           
Total assets
  $ 4,617,184     $ 4,663,750  
 
           
 
               
LIABILITIES AND EQUITY
               
Mortgage notes payable
  $ 503,570     $ 551,720  
Borrowing under credit facilities
    160,000       92,000  
Unsecured term loan
    183,000       183,000  
Unsecured senior notes, net of discounts
    1,563,471       1,627,857  
Accounts payable and accrued expenses
    79,358       88,599  
Distributions payable
    22,295       21,799  
Tenant security deposits and deferred rents
    52,435       58,572  
Acquired below market leases, net
    32,641       37,087  
Deferred income
    73,695       47,379  
Other liabilities
    25,712       33,997  
 
           
Total liabilities
    2,696,177       2,742,010  
 
               
Commitments and contingencies (Note 15)
               
Redeemable limited partnership units at redemption value; 2,809,108 issued and outstanding in 2010 and 2009, respectively
    43,672       44,620  
Brandywine Operating Partnership’s equity:
               
7.50% Series D Preferred Mirror Units; issued and outstanding- 2,000,000 in 2010 and 2009, respectively
    47,912       47,912  
7.375% Series E Preferred Mirror Units; issued and outstanding- 2,300,000 in 2010 and 2009, respectively
    55,538       55,538  
General Partnership Capital, 132,134,448 and 128,849,176 units issued in 2010 and 2009, respectively and 132,000,301 and 128,597,412 units outstanding in 2010 and 2009, respectively
    1,778,853       1,783,033  
Accumulated other comprehensive loss
    (4,968 )     (9,428 )
 
           
Total Brandywine Operating Partnership’s equity
    1,877,335       1,877,055  
Non-controlling interest — consolidated real estate ventures
          65  
 
           
Total Equity
    1,877,335       1,877,120  
 
           
Total liabilities and partners’ equity
  $ 4,617,184     $ 4,663,750  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

 

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BRANDYWINE OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except unit and per unit information)
                                 
    For the three-month
periods ended June 30,
    For the six-month
periods ended June 30,
 
    2010     2009     2010     2009  
Revenue:
                               
Rents
  $ 114,532     $ 119,445     $ 230,041     $ 239,730  
Tenant reimbursements
    17,704       16,999       39,187       37,687  
Termination fees
    1,331       963       3,085       1,076  
Third party management fees, labor reimbursement and leasing
    2,904       4,097       6,371       8,861  
Other
    1,024       570       1,945       1,451  
 
                       
Total revenue
    137,495       142,074       280,629       288,805  
 
       
Operating Expenses:
                               
Property operating expenses
    38,748       39,119       83,896       82,541  
Real estate taxes
    13,698       13,952       26,750       28,784  
Third party management expenses
    1,493       1,968       2,905       4,083  
Depreciation and amortization
    52,125       52,708       104,747       103,923  
General & administrative expenses
    6,653       5,515       12,745       10,473  
 
                       
Total operating expenses
    112,717       113,262       231,043       229,804  
 
                       
Operating income
    24,778       28,812       49,586       59,001  
 
                               
Other Income (Expense):
                               
Interest income
    963       642       1,828       1,221  
Interest expense
    (31,210 )     (34,944 )     (62,734 )     (70,590 )
Interest expense — Deferred financing costs
    (862 )     (1,894 )     (1,873 )     (3,146 )
Recognized hedge activity
          (305 )           (305 )
Equity in income of real estate ventures
    1,025       1,533       2,321       2,119  
Gain on early extinguishment of debt
    (445 )     12,013       (1,637 )     18,652  
 
                       
Income (loss) from continuing operations
    (5,751 )     5,857       (12,509 )     6,952  
 
                               
Discontinued operations:
                               
Income from discontinued operations
    151       1,148       161       2,686  
Net (loss) gain on disposition of discontinued operations
          (1,225 )     6,349       (1,031 )
Provision for impairment
                      (3,700 )
 
                       
 
    151       (77 )     6,510       (2,045 )
 
                       
 
       
Net income (loss)
    (5,600 )     5,780       (5,999 )     4,907  
 
       
Net income attributable to non-controlling interests
          (28 )           (22 )
 
                       
Net income (loss) attributable to Brandywine Operating Partnership
    (5,600 )     5,752       (5,999 )     4,885  
Distribution to Preferred share dividends
    (1,998 )     (1,998 )     (3,996 )     (3,996 )
Amount allocated to unvested restricted shareholders
    (128 )     (73 )     (256 )     (110 )
 
                       
Net income (loss) attributable to Common Partnership Unitholders Brandywine Operating Partnership
  $ (7,726 )   $ 3,681     $ (10,251 )   $ 779  
 
                       
 
       
Basic earnings (loss) per Common Partnership Unit:
                               
Continuing operations
  $ (0.06 )   $ 0.04     $ (0.13 )   $ 0.03  
Discontinued operations
    0.00       (0.00 )     0.05       (0.02 )
 
                       
 
  $ (0.06 )   $ 0.04     $ (0.08 )   $ 0.01  
 
                       
 
       
Diluted earnings (loss) per Common Partnership Unit:
                               
Continuing operations
  $ (0.06 )   $ 0.04     $ (0.13 )   $ 0.03  
Discontinued operations
    0.00       (0.00 )     0.05       (0.02 )
 
                       
 
  $ (0.06 )   $ 0.04     $ (0.08 )   $ 0.01  
 
                       
 
       
Basic weighted average common partnership units outstanding
    134,320,032       104,400,618       132,955,961       97,750,755  
 
       
Diluted weighted average common partnership units outstanding
    134,320,032       105,558,964       132,955,961       98,312,367  
 
       
Net income (loss) attributable to Brandywine Operating Partnership
                               
Income (loss) from continuing operations
  $ (5,751 )   $ 5,829     $ (12,509 )   $ 6,930  
Income (loss) from discontinued operations
    151       (77 )     6,510       (2,045 )
 
                       
Net income (loss)
  $ (5,600 )   $ 5,752     $ (5,999 )   $ 4,885  
 
                       
The accompanying notes are an integral part of these consolidated financial statements.

 

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BRANDYWINE OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
                                 
    For the three-month     For the six-month  
    periods ended June 30,     periods ended June 30,  
    2010     2009     2010     2009  
 
       
Net income (loss)
  $ (5,600 )   $ 5,780     $ (5,999 )   $ 4,907  
 
       
Comprehensive income (loss):
                               
Unrealized gain (loss) on derivative financial instruments
    2,355       (4,217 )     4,171       6,069  
Reclassification of realized (gains)/losses on derivative financial instruments to operations, net
    14       (20 )     (1 )     (40 )
 
                       
Total comprehensive income (loss)
    2,369       (4,237 )     4,170       6,029  
 
                       
Comprehensive income (loss)
    (3,231 )     1,543       (1,829 )     10,936  
 
                       
Comprehensive (income) loss attributable to non-controlling interest
          (28 )           (22 )
 
                       
 
       
Comprehensive income (loss) attributable to Brandywine Operating Partnership
  $ (3,231 )   $ 1,515     $ (1,829 )   $ 10,914  
 
                       
The accompanying notes are an integral part of these consolidated financial statements.

 

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BRANDYWINE OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
                 
    Six-month periods  
    ended June 30,  
    2010     2009  
Cash flows from operating activities:
               
Net income (loss)
  $ (5,999 )   $ 4,907  
Adjustments to reconcile net loss to net cash from operating activities:
               
Depreciation
    80,447       80,109  
Amortization:
               
Deferred financing costs
    1,873       3,146  
Amortization of debt discount/(premium), net
    490       1,215  
Deferred leasing costs
    10,139       8,928  
Acquired above (below) market leases, net
    (3,181 )     (3,487 )
Acquired lease intangibles
    14,036       17,051  
Stock-based compensation costs
    2,492       2,288  
Recognized hedge activity
          305  
Straight-line rent
    (5,408 )     (4,094 )
Provision for doubtful accounts
    1,717       3,907  
Provision for impairment in real estate
          3,700  
Real estate venture income in excess of distributions
    (1,958 )     (1,026 )
Net loss (gain) on sale of interests in real estate
    (6,349 )     1,031  
Loss (gain) on early extinguishment of debt
    1,637       (18,652 )
Contributions from historic tax credit, net of deferred costs
    27,396        
Cumulative interest accretion of repayments of unsecured notes
    (2,716 )     (1,955 )
Changes in assets and liabilities:
               
Accounts receivable
    161       2,671  
Other assets
    2,074       9,412  
Accounts payable and accrued expenses
    (7,089 )     2,611  
Tenant security deposits and deferred rents
    (4,570 )     (2,707 )
Other liabilities
    (2,190 )     (4,262 )
 
           
Net cash from operating activities
    103,002       105,098  
 
       
Cash flows from investing activities:
               
Sales of properties, net
    10,445       33,354  
Capital expenditures
    (75,423 )     (94,810 )
Advances for purchase of tenant assets
    (9,116 )    
Investment in unconsolidated Real Estate Ventures
          (14,980 )
Escrowed cash
          31,385  
Cash distributions from unconsolidated Real Estate Ventures in excess of cumulative equity income
    801       11,346  
Decrease in cash due to the deconsolidation of variable interest entities
    (1,382 )      
Leasing costs
    (25,609 )     (14,286 )
 
           
Net cash used in investing activities
    (100,284 )     (47,991 )
 
       
Cash flows from financing activities:
               
Proceeds from Credit Facility borrowings
    231,000       347,000  
Repayments of Credit Facility borrowings
    (163,000 )     (426,000 )
Proceeds from mortgage notes payable
          89,800  
Repayments of mortgage notes payable
    (4,467 )     (73,576 )
Repayments of unsecured notes
    (64,604 )     (174,823 )
Debt financing costs
    8       (21,525 )
Net proceeds from issuance of operating units
    41,021       242,455  
Distributions paid to preferred and common partnership unitholders
    (43,946 )     (40,426 )
 
           
Net cash from (used in) financing activities
    (3,988 )     (57,095 )
 
           
Increase (decrease) in cash and cash equivalents
    (1,270 )     12  
Cash and cash equivalents at beginning of period
    1,567       3,924  
 
           
Cash and cash equivalents at end of period
  $ 297     $ 3,936  
 
           
Supplemental disclosure:
               
Cash paid for interest, net of capitalized interest during the six months ended June 30, 2010 and 2009 of $6,791 and $3,459, respectively
  $ 37,758     $ 74,584  
Supplemental disclosure of non-cash activity:
               
Note receivable issued in a property sale transaction
          950  
Change in capital expenditures financed through accounts payable at period end
    (2,739 )     8,300  
Change in capital expenditures financed through retention payable at period end
    1,624       582  
Change in unfunded tenant allowance
    (2,418 )      
Change in real estate investments due to the deconsolidation of variable interest entities
    (37,126 )      
Change in mortgage notes payable to the deconsolidation of variable interest entities
    (42,877 )      
The accompanying notes are an integral part of these consolidated financial statements.

 

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BRANDYWINE OPERATING PARTNERSHIP, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
1. THE PARTNERSHIP
Brandywine Operating Partnership, L.P. (the “Partnership”) is the entity through which Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), a self-administered and self-managed real estate investment trust, conducts its business and own its assets. The Partnership’s activities include acquiring, developing, redeveloping, leasing and managing office and industrial properties. The Company’s common shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol “BDN”.
As of June 30, 2010, the Partnership owned 213 office properties, 20 industrial facilities and three mixed-use properties (collectively, the “Properties”) containing an aggregate of approximately 23.6 million net rentable square feet. The Partnership also has two properties under development and one property under redevelopment containing an aggregate 1.4 million net rentable square feet. Therefore as of June 30, 2010, the Partnership owned 239 properties containing an aggregate of 25.0 million net rentable square feet. In addition, as of June 30, 2010, the Partnership owned economic interests in 15 unconsolidated real estate ventures that contain approximately 4.6 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, Concord, Carlsbad and Rancho Bernardo, California. The Company is the sole general partner of the Operating Partnership and, as of June 30, 2010, owned a 97.9% interest in the Operating Partnership. The Partnership conducts its third-party real estate management services business primarily through wholly-owned management company subsidiaries.
As of June 30, 2010, the management company subsidiaries were managing properties containing an aggregate of approximately 34.4 million net rentable square feet, of which approximately 25.0 million net rentable square feet related to Properties owned by the Partnership and approximately 9.4 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 Partnership pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial statements information. 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 Partnership as of June 30, 2010, the results of its operations for the three and six-month periods ended June 30, 2010 and 2009 and its cash flows for the six-month periods ended June 30, 2010 and 2009 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 Partnership’s consolidated financial statements and footnotes included in the Partnership’s 2009 Annual Report on Form 10-K filed with the SEC on March 1, 2010.
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.
Principles of Consolidation
When the Partnership obtains an economic interest in an entity, the Partnership evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Partnership 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 Partnership 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 Partnership consolidates (i) entities that are VIEs and of which the Partnership is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Partnership controls and the limited partners neither have the ability to dissolve the entity or remove the Partnership without cause nor any substantive participating rights. Entities that the Partnership accounts for under the equity method (i.e., at cost, increased or decreased by the Partnership’s share of earnings or losses, plus contributions, less distributions) include (i) entities that are VIEs and of which the Partnership is not deemed to be the primary beneficiary (ii) entities that are non-VIEs which the Partnership does not control, but over which the Partnership has the ability to exercise significant influence and (iii) entities that are non-VIE’s that the Partnership controls through its general partner status, but the limited partners in the entity have the substantive ability to dissolve the entity or remove the Partnership without cause or have substantive participating rights. The Partnership 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 the entities that are consolidated but not owned by the Partnership is presented as non-controlling interest as of and during the periods consolidated. All intercompany accounts and transactions have been eliminated in consolidation.

 

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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. Acquisition related costs are expensed as incurred. Costs incurred for the renovation and betterment of an operating property are capitalized to the Partnership’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 Partnership 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 Partnership’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. 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.
Other intangible assets also include amounts representing the value of tenant relationships and in-place leases based on the Partnership’s evaluation of the specific characteristics of each tenant’s lease and the Partnership’s overall relationship with the respective tenant. The Partnership 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. Partnership estimates of value are made using methods similar to those used by independent appraisers or by using independent appraisals. Factors considered by the Partnership 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 Partnership 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 Partnership 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 Partnership 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 Partnership in allocating value to its tenant relationships include the nature and extent of the Partnership’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 below market fixed-rate renewal periods.
In the event that a tenant terminates its lease, the unamortized portion of each intangible, including market rate adjustments (above or below), in-place lease values and tenant relationship values, would be charged to expense and market rate adjustments would be recorded to revenue.

 

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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 Partnership 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 Partnership 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 Partnership’s strategy is generally to hold its properties over the long-term, the Partnership 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 Partnership 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.
During the Partnership’s impairment review for the six months period ended June 30, 2010, it was determined that no impairment charges were necessary. For the six months period ended June 30, 2009, the Partnership 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 of the prior year.
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 $1.8 million and $3.8 million for the three and six-month periods ended June 30, 2010 and by approximately $1.6 million and $2.6 million for the three and six-month periods ended June 30, 2009, respectively. 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 Partnership’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 $0.7 million and $1.6 million for the three and six-month periods ended June 30, 2010 and by $0.6 million and $1.5 million for the three and six-month periods ended June 30, 2009, respectively. 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 $0.3 million and $1.0 million for the three and six-month periods ended June 30, 2010 and by $0.2 million and $0.4 million for the three and six-month periods ended June 30, 2009, respectively.
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. For certain leases, significant assumptions and judgments are made by the Partnership in determining the lease term such as when termination options are provided to the tenant. The lease term impacts the period over which minimum rents are determined and recorded and also considers the period over which lease related costs are amortized. Termination fees received from tenants, bankruptcy settlement fees, third party management fees, labor reimbursement and leasing income are recorded when earned.

 

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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. On June 2, 2010, the Company’s shareholders approved amendments to the 1997 Plan that, among other things, increased the number of common shares available for future awards under the 1997 Plan by 6,000,000 shares (of which 3,600,000 shares are available solely for options and share appreciation rights). As of June 30, 2010, 6,761,947 common shares remained available for future awards under the 1997 Plan (including those shares available solely for options and share appreciation rights). Through June 30, 2010, all options awarded under the 1997 Plan had a one to ten-year term.
The Partnership incurred stock-based compensation expense of $1.4 million and $2.5 million during the three and six-month periods ended June 30, 2010, and, in addition, $0.4 million and $0.6 million, respectively, were capitalized as part of the Partnership’s review of employee salaries eligible for capitalization. The Partnership recognized stock-based compensation expense of $1.3 million and $2.3 million during the three and six-month periods ended June 30, 2009, of which $0.2 million and $0.5 million, respectively, were also capitalized. The expensed amounts are included in general and administrative expense on the Partnership’s consolidated income statement in the respective periods.
Accounting for Derivative Instruments and Hedging Activities
The Partnership accounts for its derivative instruments and hedging activities in accordance with the accounting standard for derivative and hedging activities. The accounting standard requires the Partnership 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 Partnership’s adoption of the accounting standard for fair value measurements and disclosures.
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 while the ineffective portions are recognized in earnings. During the three months ended June 30, 2009, the Partnership recognized $0.3 million for the ineffective portion of its two forward starting swaps. The ineffectiveness resulted from the change in the forecasted debt transaction issuance date. The interest rate swaps were cash settled in December 2009.
The Partnership actively manages its ratio of fixed-to-floating rate debt. To manage its fixed and floating rate debt in a cost-effective manner, the Partnership, 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 Partnership estimates the fair value of its outstanding derivatives and available-for-sale-securities in accordance with the accounting standard for fair value measurements and disclosures. The accounting standard 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 Partnership 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 Partnership’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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The following table sets forth the Partnership’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2010:
                                 
    Fair Value Measurements at Reporting Date Using:  
            Quoted Prices in              
            Active Markets for     Significant Other     Unobservable  
    June 30,     Identical Assets     Observable Inputs     Inputs  
Description   2010     (Level 1)     (Level 2)     (Level 3)  
 
       
Recurring
                               
Assets:
                               
Available-for-Sale Securities
  $ 216     $ 216     $     $  
 
                               
Liabilities:
                               
Interest Rate Swaps
  $ 3,150     $     $ 3,150     $  
The following table sets forth the Partnership’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2009:
                                 
    Fair Value Measurements at Reporting Date Using:  
            Quoted Prices in              
            Active Markets for     Significant Other     Unobservable  
    December 31,     Identical Assets     Observable Inputs     Inputs  
Description   2009     (Level 1)     (Level 2)     (Level 3)  
 
       
Assets:
                               
Available-for-Sale Securities
  $ 431     $ 431     $     $  
 
                               
Liabilities:
                               
Interest Rate Swaps
  $ 7,320     $     $ 7,320     $  
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 quarterly 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,
    Equity and cost method investments measured at fair value due to an impairment in accordance with the accounting standard for investments,
    Notes receivable adjusted for any impairment in its value in accordance with the accounting standard for loan receivables, 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 as of June 30, 2010.
Income Taxes
In general, the Partnership is not subject to federal and state income taxes, and accordingly, no provision for income taxes has been made in the accompanying consolidated financial statements. The partners of the Partnership are required to include their respective share of the Partnership’s profits or losses in their respective tax returns. The Partnership’s tax returns and the amount of allocable Partnership profits and losses are subject to examination by federal and state taxing authorities. If such examination results in changes to Partnership profits or losses, then the tax liability of the partners would be changed accordingly.
The Partnership has elected to treat several of its subsidiaries as real estate investment trusts (each a “REIT”) 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. Also, each subsidiary REIT may be subject to certain local income taxes.

 

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The Partnership 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 non-customary services for tenants, hold assets that the Company, as a REIT, cannot hold directly and generally may engage in any real estate or non-real estate related business.
Accounting Pronouncements Adopted During 2010
In January 2010, the FASB issued a new accounting standard for distributions to stockholders with components of stock and cash. The guidance clarifies that in calculating earnings per share, an entity should account for the stock portion of the distribution as a stock issuance and not as a stock dividend. The new standard is effective for fiscal years and interim periods ending after December 15, 2009, and should be applied on a retrospective basis. The Partnership’s adoption of the new standard did not have a material impact on its consolidated financial position or results of operations as no distributions were paid with stock.
In January 2010, the FASB issued an amendment to the accounting standard for fair value measurements and disclosures. The amendment clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements. This amendment is effective for fiscal years and interim periods ending after December 15, 2009. The Partnership’s adoption of the new standard did not have a material impact on its consolidated financial position or results of operations.
In December 2009, the FASB issued a new accounting standard governing transfer of financial assets. This new standard is a revision to the existing accounting standard for the transfer and servicing of financial assets and amends the guidance on accounting for transfers of financial assets, including securitization transactions, where entities have continued exposure to risks related to transferred financial assets. The new accounting standard also expands the disclosure requirements for such transactions. This amendment is effective for fiscal years beginning after November 15, 2009. The Partnership’s adoption of the new standard did not have a material impact on its consolidated financial position or results of operations.
In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIE). The elimination of the concept of a qualifying special-purpose entity (QSPE) 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 was adopted on January 1, 2010 and applied prospectively.
As a result of the adoption of the amendment to the accounting and disclosure requirements for the consolidation of VIEs, the Partnership has determined that it will no longer consolidate three of the VIEs that it has previously consolidated. In reaching its conclusion, the Partnership considered the requirements provided by the accounting standard to qualitatively assess if the Partnership is the primary beneficiary of the VIE based on whether the Partnership has (i) the power to direct those matters that most significantly impact the activities of the VIE and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Partnership’s consideration included an assessment of each of the entities with which it has involvement and included review of applicable documents such as, but not limited to, applicable partnership agreements, real estate venture agreements, LLC agreements, management and leasing agreements. As of January 1, 2010, the Partnership held interests in 17 real estate ventures, 15 of which are unconsolidated and two of which the Partnership continues to consolidate. The Partnership’s basis in reaching its conclusion for these entities is provided below.
Previously Consolidated:
Four Tower Bridge and Six Tower Bridge Ventures
Each of the Four Tower Bridge and Six Tower Bridge Real Estate Ventures was formed as a limited partnership to own and manage an office property located in Conshohocken, Pennsylvania. The Partnership entered into these ventures with two other partners during 1997 and 1998, respectively. The other partner in Four Tower Bridge owns a 35% interest in the partnership entity and the other partner in Six Tower Bridge owns a 37% in the partnership entity. These Real Estate Ventures were determined to be VIEs and were previously consolidated in the Partnership’s financial statements in accordance with the amended accounting standard for the consolidation of VIEs. The ventures were determined to be VIEs due to insufficient equity at the latest reconsideration event. However, upon the Partnership’s adoption of the new accounting standard on January 1, 2010, the Partnership has determined that it will no longer consolidate these Real Estate Ventures after it was determined that the partners have shared power in the ventures and no related party considerations were identified. All significant decisions are approved by both partners in the venture. Based on the facts and circumstances provided, the Partnership deconsolidated these two Real Estate Ventures in accordance with the new accounting standard.

 

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Coppell Associates
Coppell Associates is a Real Estate Venture that owns one property in Austin, Texas. The Partnership entered into this venture with another partner which owns a 50% interest in the partnership. This Real Estate Venture is a VIE and was previously consolidated in the Partnership’s financial statements in accordance with the amended accounting standard for the consolidation of VIEs. The venture was determined to be a VIE due to insufficient equity at the latest reconsideration event. However, upon the Partnership’s adoption of the new accounting standard on January 1, 2010, the Partnership has determined that it will no longer consolidate this Real Estate Venture after it concluded that the partners have shared power in the venture. All significant decisions are approved by both partners in the venture. Based on the facts and circumstances provided, the Partnership deconsolidated this Real Estate Venture in accordance with the new accounting standard.
Other VIEs:
PJP VII
The Partnership holds a 25% interest in a Real Estate Venture that it entered into with two other partners. One of the other partners has 50% ownership interest in the ventures while the other one has ownership interest of 25%. This venture is considered a VIE due to the fact that at the last reconsideration event, it entered into a construction loan to fund the building construction of the property and it was determined that there was insufficient equity in the joint venture. In addition, this loan has not been refinanced as of June 30, 2010 and the Partnership guarantees $0.7 million or 8.75% of the total construction note. It is expected that this entity will remain a VIE until the venture refinances the construction loan into a permanent financing. It was determined that the Partnership does not have the power to direct the significant economic activities of the Real Estate Venture in accordance with the standard and as a result is not the primary beneficiary of this Real Estate Venture.
Residence Inn Hotel
The Partnership holds a 50% interest in a Real Estate Venture that owns a Residence Inn Hotel located in Conshohocken, Pennsylvania. The Partnership has two other partners in this venture with one of them having a 46.4% interest while the other one has 3.6% interest. The Real Estate Venture was considered as a VIE in accordance with the amended accounting standard for the consolidation of VIEs due to the participating rights of the non-equity holder hotel manager. However, the Partnership has determined that the partners have shared power in the venture. All significant decisions are approved by all partners in the venture. Accordingly this Real Estate Venture was not consolidated in the financial statements of the Partnership. Upon the adoption of the new accounting standard, the Partnership still has the same determination that it does not have the power to control the business of the Real Estate Venture and that it is still appropriate to account for this venture under the equity method of accounting.
G&I VI Interchange Office LLC
The Partnership holds a 20% ownership interest in a Real Estate Venture that owns a portfolio of 29 office properties located in Montgomery, Bucks, and Lehigh counties in Pennsylvania. The other partner in this venture holds an 80% ownership interest. The Real Estate Venture was considered as a VIE in accordance with the amended accounting standard for the consolidation of VIEs. The venture continues to be determined a VIE due to the disproportionate voting rights. The Partnership has determined that it is not the primary beneficiary of the venture. Accordingly, this Real Estate Venture was not consolidated in the financial statements of the Partnership. Upon the adoption of the new accounting standard, the Partnership still has the same determination that it does not have the power to control the business of the Real Estate Venture and that it is still appropriate to account for this venture under the equity method of accounting.
Seven Tower Bridge
The Partnership has a 10% total ownership interest in a Real Estate Venture that will develop a suburban office building in Conshohocken, PA. The Company has three other partners in this venture having ownership interests of 50%, 20%, and 20%, respectively. This venture is considered a VIE as the property is under development and there is insufficient equity to fund the construction. The Partnership has determined that it is not the primary beneficiary of the venture. Accordingly, this Real Estate Venture was not consolidated in the financial statements of the Partnership. Upon the adoption of the new accounting standard, the Partnership still has the same determination that it does not have the power to control the business of the Real Estate Venture and that it is still appropriate to account for this venture under the equity method of accounting.

 

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VIEs that Continue to be Consolidated:
Projects Related to the Company’s Tax Credit Transactions
During 2008, the Partnership closed two transactions with US Bancorp related to the historic rehabilitation of the 30th Street Post Office and the Cira Garage Project both located in Philadelphia, Pennsylvania. The real estate ventures created to facilitate the tax credit transactions were considered as VIEs because the equity investment at risk is not sufficient to permit the entities to receive the tax credits without the financial support from US Bancorp. The Partnership has also concluded that it is the primary beneficiary of the projects based on the contractual arrangements that obligate the Partnership to deliver tax benefits and provide other guarantees to USB and that entitle the Partnership through fee arrangements to receive substantially all available cash flow from the projects. Please refer to Note 13 for a detailed discussion of these transactions as well as the amount of deferred income related to these VIEs that the Partnership has included in its consolidated balance sheets. There were no other significant amounts included in the Partnership’s consolidated balance sheet related to these entities as the related amounts were eliminated during consolidation.
Other Unconsolidated Real Estate Ventures
In accordance with the Partnership’s adoption of the accounting standard for the consolidation of VIEs, it was determined that the Partnership would not consolidate the real estate ventures below based on the evaluation of substantive participating rights of the partners in each venture under the voting interest model:
    Two Tower Bridge (Partnership as co-General Partner with 35% Ownership Interest)
 
    Eight Tower Bridge (Partnership as Limited Partner with 3% Preferred Equity Interest)
 
    PJP Real Estate Ventures (Partnership as Operating Member with 25% to 30% Ownership Interest)
 
    Macquarie BDN Office LLC (Partnership as Operating Member with 20% Ownership Interest)
 
    Broadmoor Joint Venture (Partnership as co-Managing Venturer with 50% Ownership Interest)
 
    1000 Chesterbrook (Partnership as co-General Partner with 50% Ownership Interest)
The “other unconsolidated real estate ventures” described above are not VIEs as the other partners in the ventures have either the substantive participating rights in the entities’ normal business operations or the power to direct the activities is shared amongst the partners. As a result of the Partnership’s review, it has concluded that it is appropriate to account for these entities as unconsolidated real estate ventures under the equity method of accounting.
Additional Considerations
The supporting real estate venture agreements of the entities listed above provided a straightforward determination of whether the Partnership has control to direct the business activities of the entities. Where the Partnership has concluded that control is shared, it is generally because at least one other partner and the Partnership must agree on decisions that are considered significant. The Partnership has also determined that it is not the primary beneficiary in these entities as it does not have the power to direct the activities that most significantly impact the economic performance of these entities. Also, if shared control was determined and the Partnership was considered to be a related party, the Partnership is not the party deemed to be mostly closely associated with the business. For entities that the Partnership has determined to be VIEs but for which it is not the primary beneficiary, its maximum exposure to loss is the carrying amount of its investments, as the Partnership has not provided any guarantees other than the guarantee described for PJP VII which was approximately $0.7 million at June 30, 2010. Also, for all entities determined to be VIEs, the Partnership does not provide financial support to the real estate ventures through liquidity arrangements, guarantees or other similar commitments, other than perhaps through its general partner standing.
The difference between the net amount removed from the Partnership’s consolidated balance sheet and the amount of the Partnership’s retained interest in the deconsolidated VIEs amounting to $1.4 million was recognized as a cumulative effect of accounting change to cumulative earnings in the Partnership’s consolidated balance sheets.
3. REAL ESTATE INVESTMENTS
As of June 30, 2010 and December 31, 2009 the gross carrying value of the Partnership’s rental properties was as follows (in thousands):
                 
    June 30, 2010     December 31, 2009  
 
       
Land
  $ 681,279     $ 690,441  
Building and improvements
    3,354,646       3,393,498  
Tenant improvements
    409,158       428,679  
 
           
 
  $ 4,445,083     $ 4,512,618  
 
           

 

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Acquisitions and Dispositions
The Partnership did not complete any acquisitions during the period covered in these financial statements.
As of June 30, 2010, two of the Partnership’s building properties located in King of Prussia, Pennsylvania are currently undergoing demolition and the remaining land balances are now presented as land inventory in the Partnership’s consolidated balance sheets. The Partnership has determined that there was a change in the estimated useful lives of the properties resulting from the ongoing demolition causing an acceleration of depreciation expense. During the three months ended June 30, 2010, the Partnership recognized the remaining depreciation of both properties amounting to $2.7 million with the land values of $1.1 million being reclassified to land inventory for potential future development. All related demolition costs are charged to earnings.
On January 14, 2010, the Partnership sold Westmoreland Plaza, a 121,815 net rentable square feet property located in Richmond, Virginia, for a sales price of $10.8 million. This sale is included in discontinued operations (see Noted 10).
4. INVESTMENT IN UNCONSOLIDATED VENTURES
As of June 30, 2010, the Partnership had an aggregate investment of approximately $77.9 million in 15 unconsolidated Real Estate Ventures. The Partnership formed these ventures with unaffiliated third parties, or acquired interest in them, to develop office properties or to acquire land in anticipation of possible development of office properties. Thirteen of the Real Estate Ventures own 48 office buildings that contain an aggregate of approximately 4.6 million net rentable square feet, one Real Estate Venture owns three acres of undeveloped parcel of land, and one Real Estate Venture developed a hotel property that contains 137 rooms in Conshohocken, PA.
The Partnership accounts for its interests in its unconsolidated Real Estate Ventures using the equity method. The Partnership’s unconsolidated interests range from 3% to 65%, 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 Partnership’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 Partnership 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 Partnership’s relative share of assets and liabilities with an adjustment to recognize equity in earnings for the appropriate additional depreciation/amortization). The Partnership does not record operating losses of the Real Estate Ventures in excess of its investment balance unless the Partnership is liable for the obligations of the Real Estate Venture or is otherwise committed to provide financial support to the Real Estate Venture.

 

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The following is a summary of the financial position of the Real Estate Ventures as of June 30, 2010 and December 31, 2009 (in thousands):
                 
    June 30,     December 31,  
    2010 (a)     2009  
 
       
Net property
  $ 529,816     $ 503,932  
Other assets
    109,766       96,643  
Other Liabilities
    32,865       37,774  
Debt
    515,774       470,232  
Equity
    90,943       92,569  
Partnership’s share of equity (Partnership’s basis)
    77,908       75,458  
     
(a) - Includes the three real estate ventures that were deconsolidated upon the adoption of the new accounting standard for the consolidation of VIEs.
The following is a summary of results of operations of the Real Estate Ventures for the three and six-month periods ended June 30, 2010 and 2009 (in thousands):
                                 
    Three-month period     Six-month period  
    ended June 30,     ended June 30,  
    2010 (a)     2009     2010 (a)     2009  
 
       
Revenue
  $ 30,528     $ 27,125       54,598       53,689  
Operating expenses
    10,305       9,109       19,001       18,675  
Interest expense, net
    9,270       6,845       17,008       13,997  
Depreciation and amortization
    8,302       8,859       14,524       17,681  
Net income
    2,651       2,312       4,065       3,336  
Partnership’s share of income (Partnership’s basis)
    1,025       1,533       2,321       2,119  
     
(a) - Includes the three real estate ventures that were deconsolidated upon the adoption of the new accounting standard for the consolidation of VIEs.
As of June 30, 2010, the Partnership had guaranteed repayment of approximately $0.7 million of loans on behalf of certain Real Estate Ventures. The Partnership 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.
5. DEFERRED COSTS
As of June 30, 2010 and December 31, 2009, the Partnership’s deferred costs were comprised of the following (in thousands):
                         
    June 30, 2010  
            Accumulated     Deferred Costs,  
    Total Cost     Amortization     net  
 
       
Leasing Costs
  $ 128,954     $ (55,566 )   $ 73,388  
Financing Costs
    40,396       (11,120 )     29,276  
 
                 
Total
  $ 169,350     $ (66,686 )   $ 102,664  
 
                 
                         
    December 31, 2009  
            Accumulated     Deferred Costs,  
    Total Cost     Amortization     net  
 
       
Leasing Costs
  $ 124,391     $ (50,643 )   $ 73,748  
Financing Costs
    42,965       (10,616 )     32,349  
 
                 
Total
  $ 167,356     $ (61,259 )   $ 106,097  
 
                 
During the three and six-months ended June 30, 2010, the Partnership capitalized internal direct leasing costs of $1.3 million and $3.1 million, and $1.8 million and $3.0 million during the three and six months ended June 30, 2009, respectively, in accordance with the accounting standard for the capitalization of leasing costs.

 

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6. INTANGIBLE ASSETS
As of June 30, 2010 and December 31, 2009, the Partnership’s intangible assets were comprised of the following (in thousands):
                         
    June 30, 2010  
            Accumulated     Deferred Costs,  
    Total Cost     Amortization     net  
 
       
In-place lease value
  $ 109,248     $ (66,940 )   $ 42,308  
Tenant relationship value
    93,994       (52,447 )     41,547  
Above market leases acquired
    14,198       (10,546 )     3,652  
 
                       
Total
  $ 217,440     $ (129,933 )   $ 87,507  
 
                 
 
                       
Below market leases acquired
  $ 73,402     $ (40,761 )   $ 32,641  
 
                 
                         
    December 31, 2009  
            Accumulated     Deferred Costs,  
    Total Cost     Amortization     net  
 
       
In-place lease value
  $ 123,456     $ (71,402 )   $ 52,054  
Tenant relationship value
    97,566       (49,374 )     48,192  
Above market leases acquired
    15,674       (10,757 )     4,917  
 
                       
Total
  $ 236,696     $ (131,533 )   $ 105,163  
 
                 
 
                       
Below market leases acquired
  $ 75,325     $ (38,238 )   $ 37,087  
 
                 
As of June 30, 2010, the Partnership’s annual amortization for its intangible assets/liabilities is as follows (in thousands and assuming no early lease terminations):
                 
    Assets     Liabilities  
2010
  $ 12,859     $ 3,884  
2011
    22,137       6,991  
2012
    16,957       6,275  
2013
    12,191       5,836  
2014
    8,884       4,348  
Thereafter
    14,479       5,307  
 
           
Total
  $ 87,507     $ 32,641  
 
           

 

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7. DEBT OBLIGATIONS
The following table sets forth information regarding the Partnership’s debt obligations outstanding at June 30, 2010 and December 31, 2009 (in thousands):
MORTGAGE DEBT:
                                 
                    Effective        
    June 30,     December 31,     Interest     Maturity  
Property / Location   2010     2009     Rate     Date  
 
                               
Plymouth Meeting Exec.
  $ 41,649     $ 42,042     7.00% (a)     Sep-10
Four Tower Bridge
          10,158     6.62% (b)     Feb-11
Arboretum I, II, III & V
    20,722       21,046     7.59%     Jul-11
Midlantic Drive/Lenox Drive/DCC I
    57,381       58,215     8.05%     Oct-11
Research Office Center
    39,581       39,999     5.30% (a)     Oct-11
Concord Airport Plaza
    35,054       35,594     5.55% (a)     Jan-12
Six Tower Bridge
          13,557     7.79% (b)     Aug-12
Newtown Square/Berwyn Park/Libertyview
    58,842       59,557     7.25%     May-13
Coppell Associates II
          2,711     6.89% (b)     Dec-13
Southpoint III
    2,932       3,255     7.75%     Apr-14
Tysons Corner
    97,284       98,056     5.36% (a)     Aug-15
Coppell Associates I
          16,600     5.75% (b)     Feb-16
Two Logan Square
    89,800       89,800     7.57%     Apr-16
One Logan Square
    60,000       60,000     4.50%     Jul-16
 
                           
 
       
Principal balance outstanding
    503,245       550,590                  
Plus: unamortized fixed-rate debt premiums, net
    325       1,130                  
 
                           
Total mortgage indebtedness
  $ 503,570     $ 551,720                  
 
                           
 
                               
UNSECURED DEBT:
                               
$300.0M 5.625% Guaranteed Notes due 2010
    196,774       198,545     5.61%     Dec-10
Bank Term Loan
    183,000       183,000     LIBOR + 0.80%     Jun-11 (c)
Credit Facility
    160,000       92,000     LIBOR + 0.725%     Jun-11 (c)
$345.0M 3.875% Guaranteed Exchangeable Notes due 2026
    73,535       127,960     5.50%     Oct-11 (d)
$300.0M 5.750% Guaranteed Notes due 2012
    176,769       187,825     5.77%     Apr-12
$250.0M 5.400% Guaranteed Notes due 2014
    242,681       242,681     5.53%     Nov-14
$250.0M 7.500% Guaranteed Notes due 2015
    250,000       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
    1,911,369       1,910,621                  
Less: unamortized exchangeable debt discount
    (1,808 )     (4,327 )                
unamortized fixed-rate debt discounts, net
    (3,090 )     (3,437 )                
 
                           
Total unsecured indebtedness
  $ 1,906,471     $ 1,902,857                  
 
                           
 
                               
Total Debt Obligations
  $ 2,410,041     $ 2,454,577                  
 
                           
 
     
(a)   Loans were assumed upon acquisition of the related property. Interest rates presented above reflect the market rate at the time of acquisition.
 
(b)   These loans were removed from the Partnership’s balance sheet due to the deconsolidation of the related VIEs as discussed in Note 2.
 
(c)   On July 20, 2010, the maturity date of the Bank Term Loan was extended from October 18, 2010 to June 29, 2011. The Bank Term Loan and the Credit Facility may be extended to June 29, 2012 at the Company’s discretion.
 
(d)   On October 20, 2011, the holders of the Exchangeable Notes have the right to request the redemption of all or a portion of the Exchangeable Notes they hold at a price equal to 100% of the principal amount plus accrued and unpaid interest. Accordingly, the Exchangeable Notes have been presented with an October 20, 2011 maturity date.
During the six-month periods ended June 30, 2010 and 2009, the Partnership’s weighted-average effective interest rate on its mortgage notes payable was 6.43% and 6.70%, respectively.

 

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During the six-months ended June 30, 2010, the Partnership repurchased $67.3 million of its outstanding unsecured Notes in a series of transactions which are summarized in the table below (in thousands):
                                 
    Repurchase                     Deferred Financing  
Notes   Amount     Principal     Loss     Amortization  
2010 5.625% Notes
  $ 1,829     $ 1,772     $ (33 )   $ 2  
2012 5.750% Notes
    11,666       11,056       (369 )     29  
3.875% Notes
    54,662       54,425       (1,235 )     250  
 
                       
 
  $ 68,157     $ 67,253     $ (1,637 )   $ 281  
 
                       
The Partnership 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 Partnership’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 the outstanding balances is LIBOR plus 0.725%. The interest rate and facility fee are subject to adjustment upon a change in the Partnership’s unsecured debt ratings. The Partnership 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 June 30, 2010, the Partnership had $160.0 million of borrowings, $14.0 million in letters of credit outstanding, and a $92.1 million holdback in connection with its historic tax credit transaction leaving $333.9 million of unused availability. During the six-month periods ended June 30, 2010 and 2009, the weighted-average interest rate on Credit Facility borrowings was 1.01% and 1.87%, respectively. As of June 30, 2010 and 2009, the weighted average interest rate on the Credit Facility was 1.07% and 1.42%, respectively.
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 Partnership was in compliance with all financial covenants as of June 30, 2010.
On June 29, 2009, the Partnership 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 Partnership 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. In order for funding to occur, certain conditions must be met by the Partnership 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 Partnership intends to use the loan proceeds to reduce borrowings under its credit facility and for general corporate purposes. As of June 30, 2010, the commitment fee is included as part of the deferred costs in the Partnership’s consolidated balance sheet as it believes the funding is probable of occurring. The Partnership 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 Partnership 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 Partnership does not meet the conditions or the Partnership decides not to proceed with the funding, a termination fee is payable (see Note 15).
The Partnership accounts for its outstanding 3.875% Guaranteed Exchangeable Notes in accordance with the accounting standard for convertible debt instruments. The 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 accounting standard requires the initial proceeds from the Partnership’s issuance of the 3.875% Guaranteed Exchangeable Notes to be allocated between a liability component and an equity component in a manner that reflects interest expense at the interest rate of a similar nonconvertible debt that could have been issued by the Partnership at such time. 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).

 

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The principal amount outstanding of the 3.875% Guaranteed Exchangeable Notes was $73.5 at June 30, 2010 and $128.0 million at December 31, 2009, respectively. 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 and is reflected within Additional paid-in capital in the Partnership’s consolidated balance sheets. The unamortized debt discount is $1.8 million at June 30, 2010 and $4.3 million at December 31, 2009, respectively, and will be amortized through October 15, 2011. The effective interest rate at June 30, 2010 and December 31, 2009 was 5.5%. The Partnership recognized contractual coupon interest of $0.8 million and $1.9 million for the three and six-month periods ended June 30, 2010 and $2.4 million and $5.4 million for the three and six-month periods ended June 30, 2009, respectively. In addition, the Partnership recognized interest on amortization of debt discount of $0.4 million and $0.9 million for the three and six-month periods ended June 30, 2010, and $1.0 million and $1.3 million for the three and six-month periods ended June 30, 2009, respectively. Debt discount write-offs resulting from debt repurchases amounted to $0.5 million and $1.6 million for the three and six-month periods ended June 30, 2010, and $1.5 million for the three month period ended June 30, 2009.
As of June 30, 2010, the Partnership’s aggregate scheduled principal payments of debt obligations, excluding amortization of discounts and premiums, are as follows (in thousands):
         
2010
  $ 242,484  
2011
    537,660  
2012
    214,835  
2013
    58,688  
2014
    246,158  
Thereafter
    1,114,789  
 
     
Total principal payments
    2,414,614  
Net unamortized premiums/discounts
    (4,573 )
 
     
Outstanding indebtedness
  $ 2,410,041  
 
     
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following fair value disclosure was determined by the Partnership using available market information and discounted cash flow analyses as of June 30, 2010 and December 31, 2009, 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 Partnership could realize upon disposition. The use of different estimation methodologies may have a material effect on the estimated fair value amounts. The Partnership believes that the carrying amounts reflected in the Consolidated Balance Sheets at June 30, 2010 and December 31, 2009 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 Partnership’s estimates of fair value differ from the carrying amounts (in thousands):
                                 
    June 30, 2010     December 31, 2009  
    Carrying     Fair     Carrying     Fair  
    Amount     Value     Amount     Value  
 
       
Mortgage payable, net of premiums
  $ 503,245     $ 480,455     $ 551,873     $ 523,745  
Unsecured notes payable, net of discounts
  $ 1,489,758     $ 1,522,901     $ 1,557,011     $ 1,497,356  
Variable Rate Debt Instruments
  $ 421,610     $ 406,645     $ 353,610     $ 341,210  
Notes Receivable
  $ 72,965 (a)   $ 62,776     $ 71,989 (a)   $ 62,776  
     
(a)   For purposes of this disclosure, one of the notes is presented gross of the recognized deferred gain of $12.9 million arising from the sale of two properties in the prior year accounted for under the accounting standard for installment sales.
9. RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS
Risk Management
In the course of its on-going business operations, the Partnership encounters economic risk. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Partnership 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 Partnership.

 

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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 Partnership believes that vacancy rates will increase through 2010 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 Partnership’s other counter parties such as the counter parties in its derivative contracts.
The Partnership expects that the impact of the current state of the economy, including high 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 Partnership’s future net income and cash flows and could have a material adverse effect on its financial condition.
The Partnership’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 Partnership 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.
Availability of borrowings under the Credit Facility is subject to a traditional material adverse effect clause. Each time the Partnership 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 Partnership taken as a whole or which could negatively effect the ability of the Partnership to perform its obligations under the Credit Facility. While the Partnership believes that there are currently no material adverse effect events, the Partnership is operating in unprecedented economic times and it is possible that such events could arise which would limit the Partnership’s borrowings under the Credit Facility. If an event occurs which is considered to have a material adverse effect, the lenders could consider the Partnership 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 Partnership is unable to obtain a waiver, this would have a material adverse effect on the Partnership’s financial position and results of operations.
The Partnership was in compliance with all financial covenants as of June 30, 2010. Management continuously monitors the Partnership’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 Partnership currently believes it will remain in compliance with its covenants, in the event of a continued slow-down and continued volatility in the credit markets, the Partnership 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 Partnership’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 Partnership’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Partnership and its affiliates may also have other financial relationships. The Partnership 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 Partnership does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Partnership does not hedge credit or property value market risks through derivative financial instruments.
The Partnership 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 Partnership 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.

 

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To comply with the provisions of accounting standard for fair value measurements and disclosures, the Partnership 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 Partnership has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although the Partnership 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 June 30, 2010 and December 31, 2009, the Partnership 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 Partnership has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
The fair value of the hedges at June 30, 2010 and December 31, 2009 is included in other liabilities and accumulated other comprehensive income in the accompanying balance sheet, except for the $0.3 million of ineffectiveness charged to the consolidated statements of operations during the three months ended June 30, 2009 relating to the two forward starting swaps.
The following table summarizes the terms and fair values of the Partnership’s derivative financial instruments at June 30, 2010 and December 31, 2009 (in thousands). The notional amounts present the Partnership’s use of these instruments, but do not represent exposure to credit, interest rate or market risks.
                                                                 
Hedge   Hedge       Notional Amount             Trade     Maturity     Fair Value  
Product   Type   Designation   6/30/2010     12/31/2009     Strike     Date     Date     6/30/2010     12/31/2009  
Swap
  Interest Rate   Cash Flow (b)   $ 152,700     $ 123,000 (a)     4.709 %     9/20/07       10/18/10     $ 2,213     $ 5,162  
Swap
  Interest Rate   Cash Flow (b)     25,000       25,000       4.415 %     10/19/07       10/18/10       336       827  
Swap
  Interest Rate   Cash Flow (b)     25,000       25,000       3.747 %     11/26/07       10/18/10       280       688  
Swap
  Interest Rate   Cash Flow (b)     25,774       25,774       2.975 %     10/16/08       10/30/10       321       643  
 
                                                       
 
          $ 228,474     $ 198,774                             $ 3,150     $ 7,320  
 
                                                       
     
(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 Partnership’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 Partnership, to be similarly affected. The Partnership 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 Partnership’s rents during the three and six-month periods ended June 30, 2010 and 2009. Recent developments in the general economy and the global credit markets have had a significant adverse effect on companies in numerous industries. The Partnership has tenants concentrated in various industries that may be experiencing adverse effects from the current economic conditions and the Partnership could be adversely affected if such tenants go into default under their leases.

 

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10. DISCONTINUED OPERATIONS
For the three and six-month periods ended June 30, 2010, income from discontinued operations relates to the one property that the Partnership sold during 2010. The following table summarizes the revenue and expense information for the properties classified as discontinued operations for the three and six-month periods ended June 30, 2010 (in thousands):
                 
    Three-month period     Six-month period  
    ended June 30, 2010     ended June 30, 2010  
Revenue:
               
Tenant reimbursements
  $ 172     $ 220  
 
               
Expenses:
               
Property operating expenses
    21       46  
Real estate taxes
          2  
Depreciation & amortization
          11  
 
           
Total operating expenses
    21       59  
Income from discontinued operations before gain on sale of interests in real estate
    151       161  
 
               
Net gain on sale of interests in real estate
          6,349  
 
           
Income from discontinued operations attributable to Brandywine Operating Partnership
  $ 151     $ 6,510  
 
           
For the three and six-month periods ended June 30, 2009, income from discontinued operations relates to properties that the Partnership sold through June 30, 2010. The following table summarizes the revenue and expense information for properties classified as discontinued operations for the three and six-month periods ended June 30, 2009 (in thousands):
                 
    Three-month period     Six-month period  
    ended June 30, 2009     ended June 30, 2009  
Revenue:
               
Rents
  $ 2,464     $ 5,989  
Tenant reimbursements
    1,633       3,425  
Other
    16       121  
 
           
Total revenue
    4,113       9,535  
 
               
Expenses:
               
Property operating expenses
    1,641       3,465  
Real estate taxes
    582       1,230  
Depreciation and amortization
    742       2,154  
 
           
Total operating expenses
    2,965       6,849  
 
               
Income from discontinued operations before gain on sale of interests in real estate
    1,148       2,686  
 
               
Net loss on sale of interests in real estate
    (1,225 )     (1,031 )
Provision for impairment
          (3,700 )
 
           
Loss from discontinued operations attributable to Brandywine Operating Partnership
  $ (77 )   $ (2,045 )
 
           
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.

 

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11. PARTNERS’ EQUITY
Earnings per Common Partnership Unit
The following table details the number of units and net income used to calculate basic and diluted earnings per common partnership unit (in thousands, except unit and per unit amounts; results may not add due to rounding):
                                 
    Three-month periods ended June 30,  
    2010     2009  
    Basic     Diluted     Basic     Diluted  
 
                               
Numerator
                               
Income (loss) from continuing operations
  $ (5,751 )   $ (5,751 )   $ 5,857     $ 5,857  
 
                               
Net (loss) income from continuing operations attributable to non-controlling interests
                (28 )     (28 )
Amount allocable to unvested restricted shareholders
    (128 )     (128 )     (73 )     (73 )
Preferred share dividends
    (1,998 )     (1,998 )     (1,998 )     (1,998 )
 
                       
Loss from continuing operations available to common unitholders
    (7,877 )     (7,877 )     3,758       3,758  
 
                               
Discontinued operations attributable to common unitholders
    151       151       (77 )     (77 )
 
                       
 
                               
Net income available to common unitholders
  $ (7,726 )   $ (7,726 )   $ 3,681     $ 3,681  
 
                       
 
                               
Denominator
                               
Weighted-average shares outstanding
    134,320,032       134,320,032       104,400,618       104,400,618  
Contingent securities/Stock based compensation
                      1,158,346  
 
                       
Total weighted-average shares outstanding
    134,320,032       134,320,032       104,400,618       105,558,964  
 
                       
 
                               
Earnings per Common Share:
                               
Income from continuing operations attributable to common unitholders
  $ (0.06 )   $ (0.06 )   $ 0.04     $ 0.04  
Discontinued operations attributable to common unitholders
                       
 
                       
Net income attributable to common unitholders
  $ (0.06 )   $ (0.06 )   $ 0.04     $ 0.04  
 
                       
                                 
    Six-month periods ended June 30,  
    2010     2009  
    Basic     Diluted     Basic     Diluted  
 
                               
Numerator
                               
Income (loss) from continuing operations
  $ (12,509 )   $ (12,509 )   $ 6,952     $ 6,952  
 
                               
Net (loss) income from continuing operations attributable to non-controlling interests
                (22 )     (22 )
Amount allocable to unvested restricted shareholders
    (256 )     (256 )     (110 )     (110 )
Preferred share dividends
    (3,996 )     (3,996 )     (3,996 )     (3,996 )
 
                       
Loss from continuing operations available to common unitholders
    (16,761 )     (16,761 )     2,824       2,824  
 
                               
Discontinued operations attributable to common unitholders
    6,510       6,510       (2,045 )     (2,045 )
 
                       
 
                               
Net income available to common unitholders
  $ (10,251 )   $ (10,251 )   $ 779     $ 779  
 
                       
 
                               
Denominator
                               
Weighted-average shares outstanding
    132,955,961       132,955,961       97,750,755       97,750,755  
Contingent securities/Stock based compensation
                      561,612  
 
                       
Total weighted-average shares outstanding
    132,955,961       132,955,961       97,750,755       98,312,367  
 
                       
 
                               
Earnings per Common Share:
                               
Income from continuing operations attributable to common unitholders
  $ (0.13 )   $ (0.13 )   $ 0.03     $ 0.03  
Discontinued operations attributable to common unitholders
    0.05       0.05       (0.02 )     (0.02 )
 
                       
Net income attributable to common unitholders
  $ (0.08 )   $ (0.08 )   $ 0.01     $ 0.01  
 
                       
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 six-months ended June 30, 2010 and 2009, earnings representing nonforfeitable dividends as noted in the table above were allocated to the unvested restricted shares.

 

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Common Partnership Unit and Preferred Mirror Units
On June 2, 2010, the Partnership declared a distribution of $0.15 per Common Partnership Unit, totaling $19.9 million, which was paid on July 20, 2010 to unitholders of record as of July 6, 2010.
On June 2, 2010, the Partnership declared distributions on its Series C Preferred Mirror Units and Series D Preferred Mirror Units to holders of record as of June 30, 2010. These units are entitled to a preferential return of 7.50% and 7.375%, respectively. Distributions paid on July 15, 2010 to holders of Series C Preferred Mirror Units and Series D Preferred Mirror Units totaled $0.9 million and $1.1 million, respectively.
In March 2010, the Company commenced a continuous equity offering program (the “Offering Program”), under which the Company may sell up to an aggregate amount of 15,000,000 common shares until March 10, 2013. The Company may sell common shares in amounts and at times to be determined by the Company. Actual sales will depend on a variety of factors as determined by the Company, including market conditions, the trading price of its common shares and determinations by the Company of the appropriate sources of funding. In conjunction with the Offering Program, the Company engaged sales agents who received compensation, in aggregate, of up to 2% of the gross sales price per share sold during the six months ended June 30, 2010. During the three months ended June 30, 2010, the Company sold 1,960,145 shares under this program at an average sales price of $12.89 per share resulting in net proceeds of $24.8 million. From its inception in March 2010 through June 30, 2010, the Company has sold 3,285,345 under this program at an average sales price of $12.69 per share resulting in net proceeds of $40.9 million. The Company contributed the net proceeds from the sale of its shares to the Partnership and the Partnership then issued 3,285,345 common partnership units to the Company. The Partnership used the net proceeds from the sales to repay balances on its unsecured revolving credit facility and for general corporate purposes.
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.
Neither the Company nor the Partnership repurchased any shares during the six-month period ended June 30, 2010. As of June 30, 2010, the Company and the Partnership 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 or the Partnership to repurchase any shares. The Company and the Partnership may discontinue the program at any time.
12. SHARE BASED AND DEFERRED COMPENSATION
Stock Options
At June 30, 2010, the Company had 3,129,372 options outstanding under its shareholder approved equity incentive plan. There were 1,731,884 options unvested as of June 30, 2010 and $2.2 million of unrecognized compensation expense associated with these options to be recognized over a weighted average of 1.8 years. During the three and six months ended June 30, 2010, the Partnership recognized $0.3 million and $0.5 million of compensation expense, respectively, related to unvested options. During the three and six months ended June 30, 2009, the Partnership recognized $0.1 million and $0.2 million of compensation expense, respectively. The recognized compensation expense is included in general and administrative expense in the Partnership’s consolidated statements of operations. The Partnership has also capitalized nominal amounts of compensation expense for the said periods as part of the Partnership’s review of employee salaries eligible for capitalization.
Option activity as of June 30, 2010 and changes during the six months ended June 30, 2010 were as follows:
                                 
            Weighted     Weighted Average        
            Average     Remaining Contractual     Aggregate Intrinsic  
    Shares     Exercise Price     Term (in years)     Value  
Outstanding at January 1, 2010
    2,404,567     $ 15.48       8.38     $ (9,816,670 )
Granted
    724,805       11.31       8.18       5,303,686  
 
                       
 
                               
Outstanding at June 30, 2010
    3,129,372     $ 14.52       8.30     $ (11,785,528 )
 
                             
 
                               
Vested/Exercisable at June 30, 2010
    1,397,487     $ 17.50       4.51     $ (5,665,160 )
Restricted Share Awards
As of June 30, 2010, 852,276 restricted shares were outstanding and vest over three to seven years from the initial grant date. The remaining compensation expense to be recognized at June 30, 2010 was approximately $6.1 million. That expense is expected to be recognized over a weighted average remaining vesting period of 2.1 years. The Partnership recognized compensation expense related to outstanding restricted shares of $1.0 million and $1.8 million during the six-months ended June 30, 2010, of which $0.2 million and $0.4 million, respectively, was capitalized for each period as part of the Partnership’s review of employee salaries eligible for capitalization. The Partnership recognized compensation expense related to outstanding restricted shares of $1.2 million and $1.6 million during the three and six months ended June 30, 2009, of which $0.2 million and $0.5 million, respectively, were also capitalized. The expensed amounts are included in general and administrative expense on the Partnership’s consolidated statements of operations in the respective periods.

 

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The following table summarizes the Partnership’s restricted share activity for the six-months ended June 30, 2010:
                 
            Weighted  
            Average Grant  
    Shares     Date Fair value  
Non-vested at January 1, 2010
    708,580     $ 9.69  
Granted
    240,302       11.56  
Vested
    (95,798 )     20.47  
Forfeited
    (808 )     12.51  
 
           
Non-vested at June 30, 2010
    852,276     $ 10.76  
 
           
Restricted Performance Share Units Plan
On March 4, 2010 and April 1, 2009, the Company’s Compensation Committee awarded an aggregate of 120,955 and 488,292 share-based awards, respectively, to its executives. These awards are referred to as Restricted Performance Share Units, or RPSUs. The RPSUs represent the right to earn common shares. The number of common shares, if any, deliverable to award recipients depends on the Company’s performance based on its total return to shareholders during the three year measurement period that commenced on January 1, 2010 (in the case of the March 4, 2010 awards) and January 1, 2009 (in the case of the April 1, 2009 awards) and that ends on the earlier of December 31, 2012 or December 31, 2011 (as applicable) or the date of a change of control, compared to the total shareholder return of REITs within an index over such respective periods. The awards are also contingent upon the continued employment of the participants through the performance periods (with exceptions for death, disability and qualifying retirement). Dividends are deemed credited to the performance units accounts and are applied to “acquire” more performance units for the account of the unit holder at the price per common share ending on the dividend payment date. If earned, awards will be settled in common shares in an amount that reflects both the number of performance units in the holder’s account at the end of the applicable measurement period and the Company’s total return to shareholders during the applicable three year measurement period relative to the total shareholder return of the REIT within the index.
If the total shareholder return during the measurement period places the Partnership 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 fair values of the 2010 and 2009 awards on the grant date were $2.0 million and $1.1 million, respectively, and are being amortized over the said cliff vesting period. On the date of each grant, the awards were valued using a Monte Carlo simulation. For the three and six-month periods ended June 30, 2010, the Partnership recognized total compensation expense for both awards of $0.3 and $0.5, respectively, related to this plan, of which nominal amounts were capitalized as part of the Partnership’s review of employee salaries eligible for capitalization. For the three months ended June 30, 2009, the Partnership recognized total compensation expense for the 2009 award of $0.1 million related to this plan of which a nominal amount was also capitalized.
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 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 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 six-month periods ended June 30, 2010, the Partnership recognized $0.1 million and $0.2 million, respectively, of compensation expenses related to the outperformance program. For the three and six-month periods ended June 30, 2009, the Partnership recognized $0.3 million and $0.6 million, respectively, of compensation expenses related to the outperformance program.

 

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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 Partnership 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 2010 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 six-month periods ended June 30, 2010, employees made purchases of $0.2 million and $0.3 million, respectively, under the ESPP and the Company recognized $0.1 million of compensation expense related to the ESPP. During the three and six-month periods ended June 30, 2009, employees made purchases of $0.1 million and $0.2 million, respectively, under the ESPP and the Company recognized $0.1 million of compensation expense related to the ESPP. 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 Partnership records a liability, which is included in the Partnership’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. For the six month periods ended June 30, 2010 and 2009, the Partnership recorded a net decrease in compensation costs of $0.2 million and a net increase of $0.5 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 and mutual funds, which can be utilized as a funding source for the obligations under the Plan. Participants in the Plan have no interest in any assets set aside by the Company to meet its obligations under the Plan. For the six months period ended June 30, 2010 and 2009, the Partnership recorded a net increase in compensation cost of $0.2 million and a net decrease of $0.8 million, respectively, in connection with the investments in the Company-owned policies and mutual funds.
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 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 June 30, 2010 and 2009, there were 0.3 million shares 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.
13. TAX CREDIT TRANSACTIONS
Historic Tax Credit Transaction
On November 17, 2008, the Partnership 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 on or about September 1, 2010). USB has agreed to contribute approximately $64.8 million of Project costs and advanced $10.2 million of that amount contemporaneously with the closing of the transaction. USB advanced an additional $27.4 million and $23.8 million in June 2010 and December 2009, respectively. The remaining funds will be advanced upon achievement of certain construction milestones and the Partnership’s compliance with the federal rehabilitation regulations. In return for its investment, USB will, upon completion of the Project, 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 Partnership may be obligated or entitled to repurchase USB’s interest in the Project. The Partnership believes the put will be exercised and an amount attributed to that puttable non-controlling interest obligation is included in other liabilities and is being accreted to the expected fixed put price.

 

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Based on the contractual arrangements that obligate the Partnership 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 Partnership concluded that the Project should be consolidated. The Partnership also concluded that capital contributions received from USB, in substance, are consideration that the Partnership 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 tax credit is subject to 20% recapture per year beginning one year after the completion of the Project in September 2010. The total USB contributions made amounting to $61.4 million and $34.0 million is presented within deferred income in the Partnership’s consolidated balance sheet at June 30, 2010 and December 31, 2009, respectively. The contributions were recorded net of the amount allocated to non-controlling interest as described above of $1.7 million and $0.7 million at June 30, 2010 and December 31, 2009, respectively. The Partnership anticipates that beginning in September 2011 it will recognize the cash received as revenue over the five year credit recapture period as defined in the Internal Revenue Code. The Partnership also expects that USB will exercise the put/call provision in December 2015 when the recapture period ends.
Direct and incremental costs incurred in structuring the arrangement are deferred and will be recognized as expense in the consolidated financial statements upon the recognition of the related revenue as discussed above. The deferred cost at June 30, 2010 is $2.5 million and is included in other assets on the Partnership’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 $0.3 million and $0.4 million for the three and six-months ended June 30, 2010, respectively.
New Markets Tax Credit Transaction
On December 30, 2008, the Partnership 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 it is entitled to substantially all of the benefits derived from the tax credit, but it does not have a material interest in the underlying economics of the garage project. This transaction also includes a put/call provision whereby the Partnership may be obligated or entitled to repurchase USB’s interest. The Partnership believes the put will be exercised and an amount attributed to that obligation is included in other liabilities and is being accreted to the expected fixed put price. The said put price is insignificant.
Based on the contractual arrangements that obligate the Partnership to deliver tax benefits and provide various other guarantees to USB, the Partnership concluded that the investment entities established to facilitate the NMTC transaction should be consolidated. The USB contribution of $13.3 million is included in deferred income on the Partnership’s consolidated balance sheet at June 30, 2010 and December 31, 2009. The USB contribution other than the amount allocated to the put obligation will be recognized as income in the consolidated financial statements when the tax benefits are delivered without risk of recapture to the tax credit investors and the Partnership’s obligation is relieved. The Partnership 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 as provided in the Internal Revenue Code. The Partnership expects that USB will exercise the put/call provision in December 2015 at the end of the recapture period.
Direct and incremental costs incurred in structuring the arrangement are deferred and will be recognized as expense in the consolidated financial statements upon the recognition of the related revenue as discussed above. The deferred cost at June 30, 2010 is $5.3 million and is included in other assets on the Partnership’s consolidated balance sheet.
14. SEGMENT INFORMATION
As of June 30, 2010, the Partnership 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, 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 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.

 

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Segment information is as follows (in thousands):
                                                                 
                    New Jersey     Richmond,                          
    Pennsylvania     Metropolitan, D.C.     /Delaware     Virginia     Austin, Texas     California     Corporate     Total  
As of June 30, 2010:
                                                               
Real estate investments, at cost:
                                                               
Operating properties
  $ 1,683,428     $ 1,354,998     $ 594,520     $ 292,956     $ 266,807     $ 252,374     $     $ 4,445,083  
Construction-in-progress
  $     $     $     $     $     $     $ 334,196     $ 334,196  
Land inventory
  $     $     $     $     $     $     $ 106,715     $ 106,715  
 
                                                               
As of December 31, 2009:
                                                               
Real estate investments, at cost:
                                                               
Operating properties
  $ 1,726,267     $ 1,356,206     $ 598,122     $ 297,958     $ 282,093     $ 251,972     $     $ 4,512,618  
Construction-in-progress
  $     $     $     $     $     $     $ 271,962     $ 271,962  
Land inventory
  $     $     $     $     $     $     $ 97,368     $ 97,368  
 
                                                               
For the three-months ended June 30, 2010:
                                                               
Total revenue
  $ 55,970     $ 34,661     $ 24,028     $ 8,769     $ 8,358     $ 5,966     $ (257 )   $ 137,495  
Property operating expenses, real estate taxes and third party management expenses
    20,904       11,996       11,345       3,165       3,601       2,957       (29 )     53,939  
 
                                               
Net operating income
  $ 35,066     $ 22,665     $ 12,683     $ 5,604     $ 4,757     $ 3,009     $ (228 )   $ 83,556  
 
                                               
 
                                                               
For the three-months ended June 30, 2009:
                                                               
Total revenue
  $ 57,205     $ 34,637     $ 25,387     $ 8,948     $ 8,278     $ 6,158     $ 1,461     $ 142,074  
Property operating expenses, real estate taxes and third party management expenses
    20,492       12,757       10,827       3,310       3,877       3,390       386       55,039  
 
                                               
Net operating income
  $ 36,713     $ 21,880     $ 14,560     $ 5,638     $ 4,401     $ 2,768     $ 1,075     $ 87,035  
 
                                               
 
                                                               
For the six-months ended June 30, 2010:
                                                               
Total revenue
  $ 114,245     $ 69,403     $ 50,823     $ 18,168     $ 16,745     $ 11,871     $ (626 )   $ 280,629  
Property operating expenses, real estate taxes and third party management expenses
    45,624       24,373       24,447       6,825       7,078       5,685       (481 )     113,551  
 
                                               
Net operating income
  $ 68,621     $ 45,030     $ 26,376     $ 11,343     $ 9,667     $ 6,186     $ (145 )   $ 167,078  
 
                                               
 
                                                               
For the six-months ended June 30, 2009:
                                                               
Total revenue
  $ 116,257     $ 69,811     $ 50,915     $ 18,264     $ 16,872     $ 13,532     $ 3,154     $ 288,805  
Property operating expenses, real estate taxes and third party management expenses
    43,517       26,661       23,136       6,966       7,748       6,742       638       115,408  
 
                                               
Net operating income
  $ 72,740     $ 43,150     $ 27,779     $ 11,298     $ 9,124     $ 6,790     $ 2,516     $ 173,397  
 
                                               

 

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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     Six-month periods  
    ended June 30,     ended June 30,  
    2010     2009     2010     2009  
    (amounts in thousands)     (amounts in thousands)  
Consolidated net operating income
  $ 83,556     $ 87,035     $ 167,078     $ 173,397  
Less:
                               
Interest expense
    (31,210 )     (34,944 )     (62,734 )     (70,590 )
Deferred financing costs
    (862 )     (1,894 )     (1,873 )     (3,146 )
Recognized Hedge Activity
          (305 )           (305 )
Depreciation and amortization
    (52,125 )     (52,708 )     (104,747 )     (103,923 )
Administrative expenses
    (6,653 )     (5,515 )     (12,745 )     (10,473 )
Plus:
                               
Interest income
    963       642       1,828       1,221  
Equity in income of real estate ventures
    1,025       1,533       2,321       2,119  
Gain on early extinguishment of debt
    (445 )     12,013       (1,637 )     18,652  
 
                       
 
                               
Income (loss) from continuing operations
    (5,751 )     5,857       (12,509 )     6,952  
Income from discontinued operations
    151       (77 )     6,510       (2,045 )
 
                       
 
                               
Net loss
  $ (5,600 )   $ 5,780     $ (5,999 )   $ 4,907  
 
                       
15. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Partnership 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 Partnership’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 Partnership 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 Partnership.
Environmental
As an owner of real estate, the Partnership is subject to various environmental laws of federal, state, and local governments. The Partnership’s compliance with existing laws has not had a material adverse effect on its financial condition and results of operations, and the Partnership does not believe it will have a material adverse effect in the future. However, the Partnership cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on its current Properties or on properties that the Partnership may acquire.
Ground Rent
Future minimum rental payments under the terms of all non-cancellable ground leases under which the Partnership 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 June 30, 2010 are as follows (in thousands):
         
2010
  $ 1,159  
2011
    2,318  
2012
    2,318  
2013
    2,318  
2014
    2,409  
Thereafter
    285,333  
One of the land leases for a property (currently under development) provide 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 Partnership. Such amounts, if any, will be reflected as contingent rent when incurred. The leases also provide for payment by the Partnership 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.

 

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Other Commitments or Contingencies
As part of the Partnership’s September 2004 acquisition of a portfolio of properties from The Rubenstein Company (which the Partnership refers to as the TRC acquisition), the Partnership acquired its interest in Two Logan Square, a 704,664 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 Partnership currently does not expect to take title to Two Logan Square until, at the earliest, September 2019. If the Partnership takes fee title to Two Logan Square upon a foreclosure of its mortgage, the Partnership 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 the Partnership must pay a state and local transfer upon taking title) and $2.9 million (if no transfer tax is payable upon the transfer).
The Partnership is currently being audited by the Internal Revenue Service for its 2004 tax year. The audit concerns the tax treatment of the transaction in September 2004 in which the Partnership acquired a portfolio of properties through the acquisition of a limited partnership. At this time it does not appear that an adjustment, if any, would result in a material tax liability for the Partnership. 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 Partnership under the tax protection agreement entered into as part of the transaction.
As part of the Partnership’s 2006 acquisition of Prentiss Properties Trust, the TRC acquisition in 2004 and several of our other transactions, the Partnership 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 Partnership agreed not to sell acquired properties for periods up to 15 years from the date of the TRC acquisition as follows at June 30, 2010: 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 Partnership assumed the obligation of Prentiss not to sell Concord Airport Plaza before March 2018. The Partnership’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 Partnership were to sell a restricted property before expiration of the restricted period in a non-exempt transaction, the Partnership may be required to make significant payments to the parties who sold the applicable property on account of tax liabilities attributed to them.
As part of the Partnership’s acquisition of properties from time to time in tax-deferred transactions, the Partnership has agreed to provide certain of the prior owners of the acquired properties with the right to guarantee the Partnership’s indebtedness. If the Partnership were to seek to repay the indebtedness guaranteed by the prior owner before the expiration of the applicable agreement, the Partnership will be required to provide the prior owner an opportunity to guaranty a qualifying replacement debt. These debt maintenance agreements may limit the Partnership’s ability to refinance indebtedness on terms that will be favorable to the Partnership.
The Partnership invests in its properties and regularly incurs capital expenditures in the ordinary course to maintain the properties. The Partnership believes that such expenditures enhance its competitiveness. The Partnership 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 the development of the PO Box/IRS and Cira Garage projects, the Partnership entered into a historic tax credit and new market tax credit arrangement, respectively. The Partnership 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 reduction of investor capital contributions, which are reported as deferred income in the Partnership’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 Partnership does not anticipate that any material refunds or reductions of investor capital contributions will be required in connection with these arrangements.

 

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On June 29, 2009, the Partnership 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. In order for funding to occur, certain conditions must be met by the Partnership including 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 or about September 1, 2010 which is also the anticipated completion date of the projects. In the event the conditions were not met, the Partnership 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 Partnership can also voluntarily elect to terminate the loans during the forward period including the extension period by paying a termination fee. The Partnership is also subject to a 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 Partnership chose to terminate the forward financing commitment.
16. SUBSEQUENT EVENTS
On August 4, 2010, the Partnership acquired a 53 story Class A office tower at 1717 Arch Street in Philadelphia, together with related ground tenancy rights under a long-term ground lease, from BAT Partners, L.P. This property contains approximately 1.0 million of net rentable square feet and is currently 63% leased. The Partnership acquired 1717 Arch for $129.0 million funded through a combination of $51.2 million of cash and 7,111,112 units of a newly-established class of its limited partnership interest designated as “Class F (2010) Units.” The Class F (2010) Units do not accrue a dividend prior to the first anniversary of the closing. The Partnership funded the cash portion of the acquisition price through an advance under its revolving credit facility and with available corporate funds.
On July 29, 2010, the Partnership received the full $40.0 million of the purchase money mortgage note it extended to the buyer of its properties in Oakland, California in October 2008.
The Partnership has evaluated subsequent events through the date the financial statements were issued.

 

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This Quarterly Report on Form 10-Q and other materials filed by us with the SEC (as well as information included in oral or other written statements made by us) contain statements that are forward-looking, including statements relating to business and real estate development activities, acquisitions, dispositions, future capital expenditures, financing sources, governmental regulation (including environmental regulation) and competition. We intend such forwar