Prepared and filed by St Ives Burrups

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

Annual report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
For the fiscal year ended December 31, 2003 or
Transition report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
For the transition period from to
Commission File Number 1-9106

BRANDYWINE REALTY TRUST
(Exact name of registrant as specified in its charter)

Maryland
23-2413352
(State or other jurisdiction of
Incorporation or organization)
(I.R.S. Employer
Identification No.)
401 Plymouth Road, Plymouth Meeting, Pennsylvania
19462
(Address of principal executive offices)
(Zip Code)
(610) 325-5600
Registrant’s telephone number, including area code
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Shares of Beneficial Interest,
(par value $0.01 per share)
7.50% Series C Cumulative
Redeemable Preferred Shares of
Beneficial Interest
(par value $0.01 per share)
7.375% Series D Cumulative
Redeemable Preferred Shares of
Beneficial Interest
(par value $0.01 per share)
New York Stock Exchange

New York Stock Exchange



New York Stock Exchange
   
   

Securities registered pursuant to Section 12(g) of the Act: none


(Title of class)



(Title of class)

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. Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No

The aggregate market value of the Common Shares of Beneficial Interest held by non-affiliates of the registrant as of the last day of the registrant’s most recently completed second fiscal quarter was $903.3 million. The aggregate market value has been computed by reference to the closing price of the Common Shares of Beneficial Interest on the New York Stock Exchange on such date. An aggregate of 45,663,743 Common Shares of Beneficial Interest were outstanding as of March 11, 2004.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the proxy statement for the Annual Meeting of Shareholders of Brandywine Realty Trust to be held May 3, 2004 are incorporated by reference into Part III of this Form 10-K.


TABLE OF CONTENTS

FORM 10-K

  Page
Item 1. Business 5
Item 2. Properties 18
Item 3. Legal Proceedings 28
Item 4. Submission of Matters to a Vote of Security Holders 29
Item 5. Market for Registrant’s Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities 29
Item 6. Selected Financial Data 31
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31
Item 7A. Quantitative and Qualitative Disclosure About Market Risk 44
Item 8. Financial Statements and Supplementary Data 44
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 44
Item 9A. Controls and Procedures 45
Item 10. Trustees and Executive Officers of the Registrant 46
Item 11. Executive Compensation 46
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 46
Item 13. Certain Relationships and Related Transactions 46
Item 14. Principal Accountant Fees and Services 46
Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K 47
SIGNATURES 52

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PART I

Item 1. Business

General

As used herein, the terms “we,” “us,” “our” or the “Company” refer to Brandywine Realty Trust, a Maryland real estate investment trust, individually or together with its subsidiaries, including Brandywine Operating Partnership, L.P. (the “Operating Partnership”), a Delaware limited partnership. We are a self-administered and self-managed real estate investment trust (“REIT”) active in acquiring, developing, redeveloping, leasing and managing office and industrial properties. As of December 31, 2003, we owned 208 office properties, 25 industrial facilities and one mixed-use property (the “Properties”) containing an aggregate of approximately 15.7 million net rentable square feet. We were also performing management and leasing services for 41 properties containing an aggregate of 3.6 million net rentable square feet. In addition, as of December 31, 2003, we held economic interests in ten unconsolidated real estate ventures (the “Real Estate Ventures”) that we formed with third parties to develop or own commercial properties. The Real Estate Ventures own ten office buildings that contain approximately 1.8 million net rentable square feet. As of December 31, 2003, we had an aggregate investment in the Real Estate Ventures of approximately $15.9 million (net of returns of invested amounts). We also own approximately 445 acres of undeveloped land and hold options to purchase approximately 61 additional acres. The Properties are located in the office and industrial markets in and surrounding Philadelphia, Pennsylvania, New Jersey and Richmond, Virginia.

Recent Developments

On January 12, 2004, we sold 2,645,000 Common Shares for net proceeds of approximately $69.3 million. We used the net proceeds to reduce the outstanding balance under our revolving credit facility.

On February 3, 2004, we entered into an agreement with Commonwealth Atlantic Operating Properties, Inc., the holder of 1,950,000 then outstanding Series B Preferred Units (the “Series B Preferred Units”) in the Operating Partnership. The Series B Preferred Units had an aggregate stated value of $97.5 million and accrued distributions at 7.25% per annum. During February 2004, we redeemed all of the Series B Preferred Units for an aggregate price of $93.0 million, together with accrued but unpaid distributions from January 1, 2004.

On February 27, 2004, we sold 2,300,000 7.375% Series D Cumulative Redeemable Preferred Shares for net proceeds of approximately $55.5 million. We used the net proceeds to reduce the outstanding balance under our revolving credit facility, including amounts advanced under our revolving credit facility to fund the redemption of Series B Preferred Units.

On March 3, 2004, we sold 1,840,000 Common Shares for net proceeds of approximately $50.7 million. We used the net proceeds to reduce the outstanding balance under our revolving credit facility.

Business Objective

Our business objective is to maximize return on investment and to accomplish our objective we seek to:

maximize cash flow through leasing strategies designed to capture potential rental growth as rental rates increase and as below-market leases are renewed;
   
attain a high tenant retention rate through aggressive tenant service programs responsive to the varying needs of our diverse tenant base;
   
increase economic diversification while maximizing economies of scale;

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develop high-quality office and industrial properties on our existing inventory of land, as warranted by market conditions;
   
capitalize on our redevelopment expertise to selectively acquire, redevelop and reposition underperforming properties in desirable locations;
   
acquire high-quality office and industrial properties and portfolios of such properties at attractive yields in selected submarkets within the Mid-Atlantic region that we expect will experience economic growth and provide barriers to entry; and
   
pursue joint venture opportunities with high-quality partners having attractive real estate holdings or significant financial resources.

We expect to continue to concentrate our real estate activities in submarkets within the Mid-Atlantic region where we believe that: (i) barriers to entry (such as zoning restrictions, utility availability, infrastructure limitations, development moratoriums and limited developable land) will create supply constraints on office and industrial space; (ii) current market rents and absorption statistics justify limited new construction activity; (iii) we can maximize market penetration by accumulating a critical mass of properties and thereby enhance operating efficiencies; and (iv) there is potential for economic growth.

Organization

Brandywine Realty Trust was organized and commenced its operations in 1986 as a Maryland REIT. We own our assets and conduct our operations through the Operating Partnership and subsidiaries of the Operating Partnership. As of December 31, 2003, our ownership interest in the Operating Partnership entitled us to approximately 95.8% of the Operating Partnership’s distributions after distributions by the Operating Partnership to holders of its then outstanding Series B Preferred Units. Our structure as an “UPREIT” is designed, in part, to permit persons contributing properties to us to defer some or all of the tax liability they might otherwise incur in a sale of properties. We conduct our real estate management services through Brandywine Realty Services Corporation (the “Management Company”), a subsidiary of which 95% is owned by the Operating Partnership. The remaining five percent is owed by a partnership comprised of two executives of the Company. See “Management Activities.”

Our executive offices are located at 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462 and our telephone number is (610) 325-5600. We have an internet website at www.brandywinerealty.com. We also have regional offices in Mount Laurel, New Jersey and Richmond, Virginia.

Credit Facility

We maintain an unsecured credit facility (the “Credit Facility”) with a bank group (comprising 21 banks) led by Bank of America, N.A. A majority of our direct and indirect subsidiaries are parties to the Credit Facility, as guarantors. The Credit Facility provides up to $500 million in credit availability for working capital advances and letters of credit. As of December 31, 2003, there was unused availability of $184.3 million under the Credit Facility. The Credit Facility is scheduled to mature in June 2004, but may be extended at our election for a period of one year upon payment of a fee equal to .25% of the amount of the Credit Facility at the time of extension.

Advances under the Credit Facility currently bear interest at the London Inter-Bank Offered Rate (“LIBOR”) (1.12% at December 31, 2003) plus 1.50%. The spread over LIBOR varies, based on our leverage, from a low of 1.25% to a high of 1.75%. We have the option to elect an interest rate equal to the higher of the Federal Funds rate plus .75% or Bank of America’s prime rate plus .25%. We generally elect the interest rate based on LIBOR for all or most of our borrowings under the Credit Facility. An alternative rate and pricing structure are set forth in the Credit Facility if we obtain an investment grade debt rating, from at least two of the three major rating agencies.

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We have entered into interest rate swap and rate cap agreements designed to reduce the impact of interest rate changes on certain variable rate debt. At December  31, 2003, we had interest rate swap agreements for notional principal amounts aggregating $175  million. The swap agreements effectively fix the LIBOR portion of our interest rate on $100  million of Credit Facility borrowings at 4.230% and $75  million of Credit Facility borrowings at 4.215%, in each case until June 2004. The interest rate cap agreement effectively limits the interest rate on a mortgage with a notional value of $28  million at 8.7% until July 2004.

The Credit Facility contains provisions limiting: the incurrence of additional debt; the granting of liens; the consummation of mergers and consolidations; the disposition of assets and interests in subsidiaries; the making of loans and investments; and the payment of dividends. The restriction on dividends permits us to pay dividends in the amount required for us to retain our qualification as a REIT under the Internal Revenue Code of 1986, and otherwise limits dividends to 90% of our funds from operations, as defined in the Credit Facility.

The Credit Facility also contains financial covenants that require us to maintain a debt service coverage ratio, an interest coverage ratio, a fixed charge coverage ratio, an unsecured debt ratio and an unencumbered cash flow ratio above certain specified minimum levels; to maintain net worth above an amount determined on a specified formula; and to maintain a leverage ratio and a secured debt ratio below certain maximum levels. Another financial covenant limits the percentage of our total assets (on a consolidated basis) that can be held by subsidiaries not party to the Credit Facility.

Term Loan

We entered into a $100  million unsecured term loan (the “Term Loan”) in July 2002. We used the proceeds of the Term Loan to repay existing indebtedness, consisting primarily of indebtedness that had been outstanding under the Credit Facility. The Term Loan, like the Credit Facility, is recourse to us, including those of our subsidiaries that are parties, as guarantors, to the Term Loan agreement (which are the same subsidiaries that are guarantors of the Credit Facility). Bank of America, N.A. serves as administrative agent for a group of lenders under the Term Loan, as it does for the lenders under the Credit Facility, although the groups of lenders are not identical under the Term Loan and Credit Facility.

There is no required principal amortization of the Term Loan prior to maturity. The Term Loan matures on July  15, 2005, subject to two extensions of one year each upon payment by us of an extension fee and the absence of any defaults at the time of each extension.

The Term Loan bears interest at a per annum floating rate equal to the one, two, three or six month LIBOR, plus between 1.05% and 1.90% (1.12% at December  31, 2003), depending on our the leverage and debt rating. At our option, the Term Loan may bear interest at the prime rate plus .25%. Interest is due at the end of the LIBOR term, unless a six month LIBOR term is selected, in which case interest is also paid at the end of the third month of the LIBOR term. If we elect interest based on the prime rate, then interest payments will be due monthly.

The Term Loan agreement contains financial and operating covenants identical to those in the Credit Facility agreement. In addition, the Term Loan agreement, like the Credit Facility agreement, requires payment of prepayment premiums in certain instances.

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Additional Debt

     Mortgage Indebtedness. The following table sets forth information regarding our mortgage indebtedness outstanding at December  31, 2003:

                  Annual
Debt
       
      Principal     Interest     Service        
      Balance     Rate     (in 000’s)     Maturity  
Property/Location     (in 000’s)     (a)     (a) (b)     Date  

 

 

 

 

 
630 Allendale Road (c)   $ 19,797     2.62 % $ 529     Mar-04  
400 Berwyn Park (c)     15,726     2.72 %   431     Jul-04  
1000 Howard Boulevard     3,647     9.25 %   803     Nov-04  
Croton Road     6,209     7.81 %   590     Jan-06  
111 Arrandale Blvd.     1,152     8.65 %   150     Aug-06  
429 Creamery Way     3,235     8.30 %   410     Sep-06  
Interstate Center (a)     1,131     3.00 %   204     Mar-07  
440 & 442 Creamery     5,862     8.55 %   631     Jul-07  
Norriton Office Center     5,342     8.50 %   524     Oct-07  
481 John Young Way     2,475     8.40 %   261     Nov-07  
400 Commerce Drive     12,346     7.12 %   1,059     Jun-08  
200 Commerce Drive     6,165     7.12 %   556     Jan-10  
Plymouth Meeting Executive Campus     48,299     7.00 %   4,142     Dec-10  
Arboretum I, II, III & V     24,109     7.59 %   2,235     Jul-11  
993, 997 and 2000 Lenox Drive, 2000, 4000, 9000 Midlantic Drive and 1 Righter Parkway     65,993     8.05 %   6,325     Oct-11  
Newtown Square, Berwyn, Libertyview     66,000     7.25 %   5,333     May-13  
Southpoint III     6,257     7.75 %   887     Apr-14  
Grande B (30 properties)     81,704     7.48 %   7,444     Jul-27  
Grande A (23 properties)                          
     Tranche 1     63,526     7.48 %   6,086     Jul-27  
     Tranche 2 (a)     20,000     1.88 %   384     Jul-27  
     Tranche 3 (a)     3,684     2.05 %   77     Jul-27  
   

       

       
     Total mortgage indebtedness   $ 462,659         $ 39,061        
   

       

       
(a) For loans that bear interest at a variable rate, the rates in effect at December  31, 2003 have been assumed to remain constant.
(b) “Annual Debt Service” is calculated by annualizing the regularly scheduled principal and interest amortization.
(c) “Annual Debt Service” for construction loans that require payment of interest only is calculated by annualizing the interest payment based on the outstanding debt balances and rates in effect at December  31, 2003.

Guaranties. As of December  31, 2003, we had guaranteed repayment of approximately $17.4  million of loans on behalf of the Real Estate Ventures, including a $16.2  million guaranty that terminated in January 2004. See Item 2. Properties – Real Estate Ventures. We also provide customary environmental indemnities in connection with construction and permanent financing both for our own account and on behalf of Real Estate Ventures.

Management Activities

We conduct our third-party real estate management services business through the Management Company, a taxable REIT subsidiary. As of December  31, 2003, the Management Company was managing properties containing an aggregate of approximately 19.3  million net rentable square feet, of which approximately 15.7  million net rentable square feet related to Properties owned by us and approximately 3.6  million net rentable square feet related to properties owned by third parties.

Geographic Segments

We currently manage our portfolio of Properties within three segments: (1) Pennsylvania, (2) New Jersey and (3) Virginia. (See Note 12 to the Financial Statements.)

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Competition

The leasing of real estate is highly competitive. The Properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses), services provided, and the design and condition of the improvements. We also face competition when attempting to acquire real estate, including competition from domestic and foreign financial institutions, other REIT’s, life insurance companies, pension funds, partnerships and individual investors.

Employees

As of December  31, 2003, we had 237 full-time employees.

Environmental Regulations

As an owner and operator of real estate, we are subject to various environmental laws of federal, state and local governments. Compliance with existing laws has not had a material adverse effect on our financial condition and results of operations, and management does not believe it will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on our Properties, properties that we have sold or on properties that may be acquired by us in the future. See “Risk Factors – Environmental problems at the Properties are possible and may be costly.”

Other

We do not have any foreign operations and our business is not seasonal. Our operations are not dependent on a single tenant or a few tenants as no single tenant accounted for more than 10% of our total 2003 revenue.

Availability of SEC Reports

We file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and other information with the SEC. Members of the public may read and copy materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Members of the public may also obtain information on the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet web site that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. The address of that site is http://www.sec.gov. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and other information filed by us with the SEC are available, without charge, on our Internet web site, http://www.brandywinerealty.com, as soon as reasonably practicable after they are filed electronically with the SEC. Copies are also available, without charge, from Secretary, Brandywine Realty Trust, 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462.

Risk Factors

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Annual Report on Form 10-K and other materials filed by us with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by us) contain statements that are forward-looking, such as statements relating to business development and real estate development activities, acquisitions, dispositions, future capital expenditures, financing sources and availability, and the effects of regulation (including environmental regulation) and competition. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no

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assurance that our expectations will be achieved. As forward-looking statements, these statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the expected results and, accordingly, such results may differ from those expressed in any forward-looking statements made by, or on behalf of us. Factors that could cause actual results to differ materially from our management’s current expectations include, but are not limited to, changes in general economic conditions, changes in local real estate conditions (including changes in rental rates and the number of competing properties), changes in the economic conditions affecting industries in which our principal tenants compete, our failure to lease unoccupied space in accordance with our projections, our failure to re-lease occupied space upon expiration of leases, the bankruptcy of major tenants, changes in prevailing interest rates, the unavailability of equity and debt financing, unanticipated costs associated with the acquisition and integration of our acquisitions, unanticipated costs to complete and lease-up pending developments, increased costs for, or lack of availability of, adequate insurance, including for terrorist acts, demand for tenant services beyond those traditionally provided by landlords, potential liability under environmental or other laws, the existence of complex regulations relating to our status as a REIT and to our acquisition, disposition and development activities, the adverse consequences of our failure to qualify as a REIT and the other risks identified in this Annual Report on Form 10-K. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Our operations are concentrated in the Mid-Atlantic region, and our operational and financial performance depend on the economies in the markets in which we have a presence; changes in such markets may adversely affect our financial condition.

Our Properties are located in suburban markets in Pennsylvania, New Jersey, Virginia and Delaware. We thus do not have a broad geographic distribution of our properties. Like other real estate markets, these markets have experienced economic downturns in the past, and they are currently experiencing a downturn similar to the broader economic slowdown in the U.S. Such a downturn can lead to lower occupancy rates and, consequentially, downward pressure on rental rates. They can also result in companies experiencing difficulty with their cash flow, which might cause them to delay or miss making their lease payments or to declare bankruptcy. Furthermore, such a climate might affect the timing of lease commitments by new tenants or of lease renewals by existing tenants as such parties delay or defer their leasing decisions in order to get the most current information possible about trends in their businesses or industries. A prolonged decline in the economies of these real estate markets could adversely affect our financial position, results of operations, cash flow, and ability to make distributions to shareholders.

Financially distressed tenants may reduce our cash flow.

If one or more of our tenants were to experience financial difficulties, including bankruptcy, insolvency or general downturn of business, there could be an adverse effect our financial performance and distributions to shareholders.

We cannot assure you that any tenant that files for bankruptcy protection will continue to pay us rent. A bankruptcy filing by or relating to one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from that tenant or the lease guarantor, or their property, unless we receive an order permitting us to do so from the bankruptcy court. In addition, we cannot evict a tenant solely because of its bankruptcy. A tenant or lease guarantor bankruptcy could delay our efforts to collect past due balances under the relevant leases, and could ultimately preclude collection of these sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. However, if a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there are restrictions under bankruptcy laws that limit the amount of the claim we can make if a lease is rejected. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. For additional detail on tenant credit risk, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Tenant Credit Risk.

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We may be unable to renew leases or relet space as leases expire.

If tenants do not to renew their leases upon expiration, we may be unable to relet the subject space. Even if the tenants do renew their leases or we can relet the space, the terms of renewal or reletting (including the cost of required renovations) may be less favorable than current lease terms. Certain leases grant the tenants an early termination right upon payment of a termination penalty. For additional detail on the risk of non-renewal of expiring leases, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Tenant Rollover Risk.

New development and acquisitions may not produce results in accordance with our expectations and may require development and renovation costs exceeding our estimates.

Once made, our investments may not produce results in accordance with our expectations. Our actual renovation and improvement costs in bringing an acquired property up to market standards may exceed our estimates.

In addition, we are active in developing and redeveloping office properties. Risks associated with these activities include:

  the unavailability of favorable financing, including permanent financing to repay construction financing;
     
  construction costs exceeding original estimates, due to increases in interest rates and increased materials, labor or other costs;
     
  construction and lease-up delays resulting in increased debt service, fixed expenses and construction or renovation costs;
     
  complications (including building moratoriums and anti-growth legislation) in obtaining necessary zoning, occupancy and other governmental permits; and
     
  insufficient occupancy levels and rental rates at a newly completed property causing the property to be unprofitable.

For additional detail on development risks, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Development Risk.

Some potential losses are not covered by insurance.

We carry comprehensive liability, fire, extended coverage and rental loss insurance on all of our Properties. We believe the policy specifications and insured limits of these policies are adequate and appropriate. There are, however, types of losses, such as lease and other contract claims and acts of war, that generally are not insured. Some of our existing insurance policies expire in June 2004. We cannot be assured that we will be able to renew insurance coverage in an adequate amount or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts and mold, or, if offered, these types of insurance may be prohibitively expensive. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenue from the Property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property. We cannot be assured that material losses in excess of insurance proceeds will not occur in the future. If any of our Properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the Property. Such events could adversely affect our cash flow and ability to make distributions to shareholders.

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Because real estate is illiquid, we may not be able to sell Properties when appropriate.

Real estate investments generally, and large office and industrial properties like those that we own, in particular, often cannot be sold quickly. Consequently, we may not be able to vary our portfolio promptly in response to changes in economic or other conditions. In addition, the Internal Revenue Code of 1986 (the “Code”) limits our ability to sell properties held for fewer than four years. Furthermore, Properties that we acquired in exchange for units in the Operating Partnership often have a low tax basis. If we were to dispose of any of these Properties in a taxable transaction, we may be required to distribute a significant amount of the taxable gain to our security holders under the requirements of the Internal Revenue Code of 1986 applicable to REITs and this could, in turn, impact our cash flow and ability to make distributions to shareholders. In addition, purchase options and rights of first refusal held by certain tenants or partners in Real Estate Ventures may also limit our ability to sell certain properties. Any of these factors could adversely affect our cash flow and ability to make distributions to shareholders as well as the ability of someone to purchase us, even if a purchase were in our shareholders’ best interests.

We have agreed not to sell certain of our Properties.

We have agreed with the former owners of 13 of our Properties aggregating approximately 1.1  million net rentable square feet not to sell these Properties for varying periods of time in transactions that would trigger taxable income to the former owners, subject to certain exceptions. Some of these agreements are with affiliates of current trustees of our company. In addition, we may enter into similar agreements with sellers of Properties acquired by us in the future. These agreements generally provide that we may dispose of the applicable Properties in transactions that qualify as tax-free exchanges under Section  1031 of the Code or in other tax deferred transactions. Such transactions can be difficult and result in the property acquired in exchange for the disposed of property inheriting the tax attributes (including tax protection covenants) of the disposed of property. Without suffering adverse financial consequences, we may be precluded from selling certain Properties other than in transactions that would qualify as tax-free exchanges for federal income tax purposes.

Our operating costs might rise, which might reduce our profitability and have an adverse effect on our cash flow and our ability to make distributions to shareholders.

We might face higher operating expenses as a result of rising costs generally and, in particular, as a result of increased costs following the terrorist attacks in the U.S. on September  11, 2001. For example, it might cost more in the future than in the past for building security, property/casualty and liability insurance, and property maintenance. Following the September 11th attacks, we have increased the level of security at our Properties. We might not be able to pass along the increased costs associated with such increased building security to our tenants, which could reduce our profitability and cash flow. Some of our existing insurance policies expire in June 2004. As a result of the terrorist attacks and other market conditions, the cost of premiums for comparable coverage might be significantly higher when it is time to renew our coverage, which could increase our operating expenses and reduce our profitability and our cash flow. Because of rising costs in general, we might experience increases in our property maintenance costs, such as for cleaning, electricity, and heating, ventilation and air conditioning. In general, under our leases with tenants, we pass on a portion of these costs to them. We cannot be assured, however, that tenants will actually bear the full burden of these higher costs, or that such increased costs will not lead them, or other prospective tenants, to seek office space elsewhere. If operating expenses increase, the availability of other comparable office space in our specific geographic markets might limit our ability to increase rents, which could reduce our profitability (if operating expenses increase without a corresponding increase in revenues) and limit our ability to make distributions to shareholders.

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We face significant competition from other real estate developers.

We compete with real estate developers, operators and institutions for tenants and acquisition and development opportunities. Some of these competitors have significantly greater financial resources than we do. Such competition may reduce the number of suitable investment opportunities offered to us, interfere with our ability to attract and retain tenants and may increase vacancies, which increases supply and lowers market rental rates, reduces our bargaining leverage and adversely affects our ability to improve our operating leverage. In addition, some of our competitors may be willing, because their properties may have vacancy rates higher than those for our properties, to make space available at lower prices than the space in our properties. We cannot be assured that this competition will not adversely affect our cash flow and ability to make distributions to shareholders.

Our ability to make distributions is subject to various risks.

We have been paying quarterly distributions to our shareholders. Our ability to make distributions in the future will depend upon:

  the operational and financial performance of our Properties;
     
  capital expenditures with respect to existing and newly acquired Properties;
     
  the amount of, and the interest rates on, our debt; and
     
  the absence of significant expenditures relating to environmental and other regulatory matters.

Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our ability to make distributions to shareholders.

Changes in the law may adversely affect our cash flow.

Because increases in income and service taxes are generally not passed through to tenants under leases, such increases may adversely affect our cash flow and ability to make expected distributions to shareholders. The Properties are also subject to various regulatory requirements, such as those relating to the environment, fire and safety. Our failure to comply with these requirements could result in the imposition of fines and damage awards. Also, the costs to comply with any new or different regulations could adversely affect our cash flow and our ability to make distributions. While we believe that the Properties are currently in material compliance with all such requirements, we cannot be assured that these requirements will not change or that newly imposed requirements will not require significant unanticipated expenditures.

Our indebtedness subjects us to additional risks.

Debt Financing and Existing Debt Maturities. Like other real estate companies, we are subject to risks normally associated with debt financing, such as the insufficiency of cash flow to meet required debt service payment obligations and the inability to refinance existing indebtedness. If our debt cannot be paid, refinanced or extended at maturity, in addition to our failure to repay our debt, we may not be able to make distributions to shareholders at expected levels or at all. Furthermore, an increase in our interest expense could adversely affect our cash flow and ability to make distributions to shareholders. If we do not meet our debt service obligations, any Properties securing such indebtedness could be foreclosed on, which would have a material adverse effect on our cash flow and ability to make distributions and, depending on the number of Properties foreclosed on, could threaten our continued viability.

Risk of Rising Interest Rates and Variable Rate Debt. Increases in interest rates on variable rate indebtedness would increase our interest expense, which could adversely affect our cash flow and ability to make distributions to shareholders. As of December  31, 2003, outstanding borrowings of approximately $290.3  million bear interest at variable rates.

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No Limitation on Debt. Our organizational documents do not contain any limitation on our ability to incur additional debt. Accordingly, subject to limitations in our credit facilities, we could increase our outstanding debt without restriction. The increased debt service could adversely affect our cash flow and ability to make distributions and could increase the risk of default on our indebtedness.

Environmental problems at the Properties are possible and may be costly.

Federal, state and local laws, ordinances and regulations may require a current or previous owner or operator of real estate to investigate and clean up hazardous or toxic substances or releases at such property. The owner or operator may be forced to pay for property damage and for investigation and clean-up costs incurred by others in connection with environmental contamination. Such laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site. These costs may be substantial and the presence of such substances may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral.

Environmental laws that govern the presence, maintenance and removal of asbestos require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, notify and train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. Such laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.

Independent environmental consultants have conducted a standard Phase I or similar general environmental site assessment (“ESA”) of each of our Properties to identify potential sources of environmental contamination and assess environmental regulatory compliance. For a number of the Properties, the Phase I ESA either referenced a prior Phase II ESA obtained on such Property or prompted us to have a Phase II ESA of such Property conducted. A Phase II ESA generally involves invasive procedures, such as soil sampling and testing or the installation and monitoring of groundwater wells. While the ESAs conducted have identified environmental contamination on a few of the Properties, they have not revealed any environmental contamination, liability or compliance concern that we believe would have a material adverse effect on our cash flow or ability to make distributions to shareholders. It is possible that the existing ESAs relating to the Properties do not reveal all environmental contaminations, liabilities or compliance concerns which currently exist, and it is also possible that the cost of remediating identified contamination may exceed current estimates. In addition, future properties which we acquire may be subject to environmental conditions.

While we have an ongoing maintenance program in place to address indoor air quality, inquiries about indoor air quality may necessitate special investigation and, depending on the results, remediation. Indoor air quality issues can stem from inadequate ventilation, chemical contaminants from indoor or outdoor sources, and biological contaminants such as molds, pollen, viruses and bacteria. Indoor exposure to chemical or biological contaminants above certain levels can be alleged to be connected to allergic reactions or other health effects and symptoms in susceptible individuals. If these conditions occur at one of our Properties, we may need to undertake a targeted remediation program, including without limitation, steps to increase indoor ventilation rates and eliminate sources of contaminants. Such remediation programs are costly and could necessitate the temporary relocation of some or all of the property’s tenants or require rehabilitation of the affected property.

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Americans with Disabilities Act compliance could be costly.

Under the Americans with Disabilities Act of 1990 (“ADA”), all public accommodations and commercial facilities, including office buildings, must meet certain federal requirements related to access and use by disabled persons. Compliance with the ADA requirements could involve removal of structural barriers from certain disabled persons’ entrances which could adversely affect our financial condition and results of operations. Other federal, state and local laws may require modifications to or restrict further renovations of our Properties with respect to such accesses. Although we believe that our properties are currently in material compliance with present requirements, noncompliance with the ADA or similar or related laws or regulations could result in the United States government imposing fines or private litigants being awarded damages against us. In addition, we do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures. Such costs may adversely affect our cash flow and ability to make distributions.

By holding Properties through the Operating Partnership and various joint ventures, we are exposed to additional risks.

We own the Properties and interests in Real Estate Ventures through the Operating Partnership. In the future, we expect to continue to participate with other entities in property ownership through joint ventures or partnerships. Partnership or joint venture investments may involve risks not otherwise present in direct investments. Such risks include:

  the potential bankruptcy of our partners or co-venturers;
     
  a conflict between our business goals and those of our partners or co-venturers; and
     
  actions taken by our partners or co-venturers contrary to our instructions or objectives.

There is no limitation under our organizational documents as to the amount of funds which we may invest in partnerships or joint ventures.

Our status as a REIT is dependent on compliance with federal income tax requirements.

Our failure to qualify as a REIT would have serious adverse consequences to our shareholders. We believe that since 1986, we have qualified for taxation as a REIT for federal income tax purposes. We plan to continue to meet the requirements for taxation as a REIT. Many of these requirements are highly technical and complex. The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totally within our control. For example, to qualify as a REIT, at least 95% of our gross income must come from certain sources that are itemized in the REIT tax laws. We are also required to distribute to shareholders at least 90% of our REIT taxable income (excluding net capital gains). The fact that we hold our assets through the Operating Partnership and its subsidiaries further complicates the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize our REIT status. Furthermore, Congress and the IRS might change the tax laws and regulations, and the courts might issue new rulings that make it more difficult, or impossible, for us to remain qualified as a REIT. We do not believe, however, that any pending or proposed tax law changes would jeopardize our REIT status.

To maintain REIT status, a REIT may not own more than 10% of the securities of any corporation, except for a qualified REIT subsidiary (which must be wholly owned by the REIT), taxable REIT subsidiary or another REIT.

If we fail to qualify as a REIT, we would be subject to federal income tax at regular corporate rates. Also, unless the IRS granted us relief under certain statutory provisions, we would remain disqualified as a REIT for four years following the year we first failed to qualify. If we failed to qualify as a REIT, we would be required to pay significant income taxes and would, therefore, have less money available for investments or for distributions to shareholders. This would likely have a material adverse effect on the value of our securities. In addition, we would no longer be required to make any distributions to shareholders.

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In order to make the distributions required to maintain our REIT status, we may need to borrow funds. To obtain the favorable tax treatment associated with REIT qualification, we generally will be required to distribute to shareholders at least 90% of our annual REIT taxable income (excluding net capital gains). In addition, we will be subject to tax on our undistributed net taxable income and net capital gain and a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us with respect to any calendar year are less than the sum of 85% of ordinary income plus 95% of capital gain net income for the calendar year, plus certain undistributed amounts from prior years.

We intend to make distributions to shareholders to comply with the distribution provisions of the Code and to avoid income and other taxes. Our income will consist primarily of our share of the income of the Operating Partnership and our cash flow will consist primarily of our share of distributions from the Operating Partnership. Differences in timing between the receipt of income and the payment of expenses in arriving at taxable income (of the Company or the Operating Partnership) and the effect of required debt amortization payments could require us to borrow funds on a short-term basis or to liquidate funds on adverse terms to meet the REIT qualification distribution requirements.

Failure of the Operating Partnership (or a subsidiary partnership) to be treated as a partnership would have serious adverse consequences to our shareholders. If the IRS were to successfully challenge the tax status of the Operating Partnership or any of its subsidiary partnerships for federal income tax purposes, the Operating Partnership or the affected subsidiary partnership would be taxable as a corporation. In such event, we would cease to qualify as a REIT and the imposition of a corporate tax on the Operating Partnership or a subsidiary partnership would reduce the amount of cash available for distribution from such partnership to us and our shareholders.

We do pay some taxes. Even if we qualify as a REIT, we are required to pay certain federal, state and local taxes on our income and Properties. In addition, the Management Company is subject to federal, state and local income tax at regular corporate rates on its net taxable income derived from its management, leasing and related service business. If we have net income from a prohibited transaction, such income will be subject to a 100% tax.

We own a subsidiary REIT. One of our subsidiaries, Atlantic American Properties Trust (“AAPT”), that indirectly holds 22 of the Properties, elected to be taxed as a REIT for the year ended December  31, 1997. So long as we seek to maintain AAPT’s REIT status, AAPT will be subject to all the requirements and risks associated with maintaining REIT status summarized above, including the limitation on the ownership of more than 10% of the securities of any corporation (other than a qualified REIT subsidiary, taxable REIT subsidiary or another REIT).

We are dependent upon our key personnel.

We are dependent upon the efforts of our executive officers, particularly Gerard H. Sweeney. The loss of Mr.  Sweeney’s services could have an adverse affect on our operations and would entitle the banks under our Credit Facility to accelerate the amounts due thereunder. Although we have an employment agreement with Mr.  Sweeney for a term extending to May  7, 2005, this agreement does not restrict his ability to become employed by a competitor following the termination of his employment with us. We do not have keyman life insurance coverage for Mr.  Sweeney.

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Limitations exist with respect to a third party’s ability to acquire us or effectuate a change in control.

Limitations imposed to protect our REIT status. In order to protect us against loss of our REIT status, our Declaration of Trust limits any shareholder from owning more than 9.8% in value of our outstanding shares, subject to certain exceptions. The ownership limit may have the effect of precluding acquisition of control of the Company. If anyone acquires shares in excess of the ownership limit, we may:

 
consider the transfer to be null and void;
     
 
not reflect the transaction on our books;
     
 
institute legal action to stop the transaction;
     
 
not pay dividends or other distributions with respect to those shares;
     
 
not recognize any voting rights for those shares; and
     
 
consider the shares held in trust for the benefit of a person to whom such shares may be transferred.

Limitation due to our ability to issue preferred shares. Our Declaration of Trust authorizes the Board of Trustees to issue preferred shares. The Board of Trustees may establish the preferences and rights of any preferred shares issued which could have the effect of delaying or preventing someone from taking control of us, even if a change in control were in our shareholders’ best interests.

Limitation imposed by the Maryland Business Combination Law. The Maryland General Corporation Law, as applicable to Maryland real estate investment trusts, establishes special restrictions against “business combinations” between a Maryland real estate investment trust and “interested shareholders” or their affiliates unless an exemption is applicable. An interested shareholder includes a person who beneficially owns, and an affiliate or associate of the trust who, at any time within the two-year period prior to the date in question, was the beneficial owner of, ten percent or more of the voting power of our then-outstanding voting shares. Among other things, the law prohibits (for a period of five years) a merger and certain other transactions between the trust and an interested shareholder unless the Board of Trustees approved the transaction before the party became an interested shareholder. The five-year period runs from the most recent date on which the interested shareholder became an interested shareholder. Thereafter, any such business combination must be recommended by the Board of Trustees and approved by two super-majority shareholder votes unless, among other conditions, the trust’s common shareholders receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its shares or unless the Board of Trustees approved the transaction before the party in question became an interested shareholder. The business combination statute could have the effect of discouraging offers to acquire us and of increasing the difficulty of consummating any such offers, even if our acquisition would be in our shareholders’ best interests. We have exempted any business combination involving Safeguard Scientifics, Inc., the Commonwealth of Pennsylvania State Employees’ Retirement System and a voting trust established for its benefit, Morgan Stanley Asset Management Inc. and two funds managed by it, Lazard Freres Real Estate Investors, L.L.C., Five Arrows Realty Securities III L.L.C., Gerard H. Sweeney (the Company’s President and Chief Executive Officer) and any of their respective affiliates or associates.

Maryland Control Share Acquisition Act. Maryland law provides that “control shares” of a real estate investment trust acquired in a “control share acquisition” shall have no voting rights except to the extent approved by a vote of two-thirds of the vote eligible to be cast on the matter under the Maryland Control Share Acquisition Act. “Control Shares” means shares that, if aggregated with all other shares previously acquired by the acquirer, would entitle the acquirer to exercise voting power in electing trustees within one of the following ranges of voting power: one-tenth or more but less than one-third, one-third or more but less than a majority or a majority or more of all voting power. A “control share acquisition” means the acquisition of control shares, subject to certain exceptions. If voting rights or control shares acquired in a control share acquisition are not approved at a shareholder’s meeting, then subject to certain conditions and limitations the issuer may redeem any or all of the control shares for fair value. If voting rights of such control shares are approved at a shareholder’s meeting and the acquirer becomes entitled to

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vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights. Any control shares acquired in a control share acquisition which are not exempt under our bylaws will be subject to the Maryland Control Share Acquisition Act. Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

Many factors can have an adverse effect on the market value of our securities.

Like any publicly traded company, a number of factors might adversely affect the price of our securities, many of which are beyond our control. These factors include:

 
Increases in market interest rates, relative to the dividend yield on our shares. If market interest rates go up, prospective purchasers of our securities may require a higher yield. Higher market interest rates would not, however, result in more funds for us to distribute and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common shares to go down.
     
 
Anticipated benefit of an investment in our securities as compared to investment in securities of companies in other industries (including benefits associated with tax treatment of dividends and distributions).
     
 
Perception by market professionals of REITs generally and REITs comparable to us in particular.
     
 
Perception by market participants of our potential for payment of cash distributions and for growth.
     
 
Level of institutional investor interest in our securities.
     
 
Relatively low trading volumes in securities of REITs.
     
 
Our results of operations and financial condition.
     
 
Investor confidence in the stock market generally.

The market value of our Common Shares is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash distributions. Consequently, our Common Shares may trade at prices that are higher or lower than our net asset value per Common Share. If our future earnings or cash distributions are less than expected, it is likely that the market price of our Common Shares will diminish.

The issuance of preferred securities may adversely affect the rights of holders of Common Shares.

Because our Board of Trustees has the power to establish the preferences and rights of each class or series of Preferred Shares, it may afford the holders in any series or class of preferred shares preferences, distributions, powers and rights, voting or otherwise, senior to the rights of holders of Common Shares. The Board of Trustees also has the power to establish the preferences and rights of each class or series of units in the Operating Partnership, and may afford the holders in any series or class of preferred units preferences, distributions, powers and rights, voting or otherwise, senior to the rights of holders of common units.

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Item 2. Properties

Operating Property Acquisitions

We acquired the following operating properties during the year ended December 31, 2003:

Month of Acquisition
    Property/Portfolio Name     Location     # of Buildings     Rentable Square Feet     Purchase Price  

 

 

 

 

 

 
                              (in 000’s)  
Oct-03
    Swedesford Road     King of Prussia, PA     4     247,817   $ 44,800,000  
Dec-03
    989 Lenox Drive     Lawrenceville, NJ     1     112,055     20,000,000  
               
 
 
 
      Total Office Property Acquisitions           5     359,872   $ 64,800,000  
               
 
 
 

During 2003, we acquired one parcel of land, containing 10.0 acres, for $3.0 million.

Development Properties Placed in Service

We placed in service the following properties during the year ended December 31, 2003:

Month Placed in Service
    Property/Portfolio Name     Location     # of Buildings     Rentable Square Feet     Net Investment  

 

 

 

 

 

 
                              (in 000’s)  
Jan-03
    401 Plymouth Road     Plymouth Meeting, PA     1     200,000   $ 39,433  
Feb-03
    400 Berwyn Park     Berwyn, PA     1     125,000     19,992  
Jul-03
    935 First Avenue     King of Prussia, PA     1     103,092     14,990  
               
 
 
 
      Total Office Properties Placed in Service           3     428,092   $ 74,415  
               
 
 
 

We place a property under development in service once a property reaches 95% occupancy or one year after the completion of shell construction, whichever is earlier.

Property Sales and Dispositions

We sold or disposed of the following properties during the year ended December 31, 2003:

Month of Sale
    Property/Portfolio Name     Location     # of Bldgs.     Rentable Square Feet     Sales/Disposition Price  

 

 

 

 

 

 
                              (in 000’s)  
Feb-03
    Greentree Exec. Campus     Marlton, NJ         28,444   $ 2,560  
May-03
    200 Nationwide Drive     Harrisburg, PA     1     2,500     875  
Jul-03
    1000 Lincoln Drive East     Marlton, NJ     1     40,600     1,950  
Jul-03
    Greentree Exec. Campus     Marlton, NJ     1     10,506     1,025  
Sep-03
    55 Ames Court     Long Island, NY     1     90,000     5,350  
Oct-03
    104 Windsor Drive     East Windsor, NJ     1     65,980     8,400  
Oct-03
    Berkshire Boulevard     Wyomissing, PA     2     95,766     8,625  
Oct-03
    3000 Lincoln Drive     Marlton, NJ     1     36,070     3,303  
Oct-03
    4000/5000/9000 Lincoln Drive     Marlton, NJ     2     103,810     9,343  
Dec-03
    I & III Christina Centre (a)     Wilmington, DE     2     632,797     112,800  
               
 
 
 
      Total Properties Sold           12     1,106,473   $ 154,231  
               
 
 
 
(a)
These two properties were contributed to a joint venture in which we retained a 20% interest.
 
 
 
 
 
 
 
 
 
 
 
 
 
 

During 2003, we sold four parcels of land, containing 24.1 acres, for $4.2 million.

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Properties

As of December 31, 2003, we owned 208 office properties, 25 industrial facilities and one mixed-use property that contained an aggregate of approximately 15.7 million net rentable square feet. The properties are located in the markets in and surrounding Philadelphia, Pennsylvania; New Jersey; and Richmond, Virginia. As of December 31, 2003, the Properties were approximately 90.7% leased to 1,025 tenants and had an average age of approximately 16.7 years. The office properties are primarily one to three story suburban office buildings containing an average of approximately 60,580 net rentable square feet. The industrial properties accommodate a variety of tenant uses, including light manufacturing, assembly, distribution and warehousing. We carry comprehensive liability, fire, extended coverage and rental loss insurance covering all of the Properties, with policy specifications and insured limits which we believe are adequate.

We had the following projects in development or redevelopment as of December 31, 2003:

Project Name
    Location     Rentable Square Feet     % Leased as of 12/31/03     Estimated Project Completion Date     Estimated Project Stabilization Date (a)     Total Cost Incurred as of 12/31/03     Estimated Total Development Cost (b)  

 

 

 

 

 

 

 

 
                                    (in 000’s)     (in 000’s)  
Under Development:
                                           
Cira Centre
    Philadelphia, PA     727,000     51%     Dec-05     Apr-07   $ 6,116   $ 190,807  
Bishops Gate
    Mount Laurel, NJ     53,700     69%     Jul-04     Jul-05     1,480     7,924  
6990 Snowdrift (Bldg A)
    Allentown, PA     44,200     69%     Oct-03     Dec-04     5,243     5,713  
6990 Snowdrift (Bldg B)
    Allentown, PA     27,900     0%     Dec-03     Dec-04     2,246     3,289  
         
                   
 
 
            852,800                       15,085     207,733  
         
                   
 
 
Under Redevelopment:
                                           
7535 Windsor Drive
    Allentown, PA     128,061     50%     Oct-03     Dec-04   $ 2,412   $ 3,432  
855 Springdale Drive
    West Whitefield, PA     50,750     0%     Dec-04     Dec-05     169     3,400  
501 Office Center Drive
    Fort Washington, PA     114,837     47%     Oct-03     Dec-04     214     10,889  
         
                   
 
 
            293,648                       2,795     17,721  
         
                   
 
 
            1,146,448                     $ 17,880   $ 225,454  
         
                   
 
 
                                       
(a)
Stabilization date represents date at which the property is projected to be 95% leased.
(b)
Total development cost includes land acquisition costs, land carry costs, hard and soft construction costs, tenant improvements and broker commissions.

The following table sets forth information with respect to the Properties at December 31, 2003:

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Property Name
  Location   State   Year
Built
  Net
Rentable
Square
Feet
  Percentage
Leased as of
December 31,
2003 (a)
  Total Base
Rent for the
Twelve
Months
Ended
December 31,
2003 (b)
(000’s)
  Average
Annualized
Rental Rate
as of
December 31,
2003 (c)
 

 

 

 

 

 

 

 

 
PENNSYLVANIA SEGMENT
                                           
100-300 Gundy Drive
    Reading     PA     1970     439,167     96.8 % $ 6,939   $ 15.69  
401 Plymouth Road
    Plymouth Meeting     PA     2001     202,662     87.6 %   4,435     27.64  
Philadelphia Marine Center
    (d) Philadelphia     PA     Various     181,900     100.0 %   1,411     4.97  
300 Corporate Center Drive
    Camp Hill     PA     1989     175,280     100.0 %   3,391     20.63  
111 Presidential Boulevard
    Bala Cynwyd     PA     1997     173,095     32.7 %   3,346     28.51  
751-761 Fifth Avenue
    King Of Prussia     PA     1967     158,000     100.0 %   500     3.15  
630 Allendale Road
    King of Prussia     PA     2000     150,000     100.0 %   3,678     24.25  
640 Freedom Business Center
    (d) King Of Prussia     PA     1991     132,000     98.3 %   2,761     26.43  
100 Katchel Blvd
    Reading     PA     1970     131,082     100.0 %   2,953     21.04  
52 Swedesford Square
    East Whiteland Twp.     PA     1988     131,017     100.0 %   2,862     23.69  
105 / 140 Terry Drive
    Newtown     PA     1982     128,666     92.5 %   1,703     15.06  
7535 Windsor Drive
    Allentown     PA     1988     128,061      (e)        
400 Berwyn Park
    Berwyn     PA     1999     124,172     42.5 %   1,692     30.67  
101 Lindenwood Drive
    Malvern     PA     1988     118,121     95.5 %   2,501     21.49  
501 Office Center Drive
    Fort Washington     PA     1974     114,837      (e)        
7130 Ambassador Drive
    Allentown     PA     1991     114,049     100.0 %   527     6.49  
7350 Tilghman Street
    Allentown     PA     1987     111,500     100.0 %   1,976     19.10  
300 Berwyn Park
    Berwyn     PA     1989     109,919     100.0 %   2,207     24.56  
50 Swedesford Square
    East Whiteland Twp.     PA     1986     109,800     100.0 %   1,928     18.22  
920 Harvest Drive
    Blue Bell     PA     1990     104,505     100.0 %   2,100     20.09  
442 Creamery Way
    Exton     PA     1991     104,500     100.0 %   598     6.72  
935 First Avenue
    King of Prussia     PA     2001     103,090              
100 Brandywine Boulevard
    Newtown     PA     2002     102,000     100.0 %   2,681     23.26  
500 Office Center Drive
    Fort Washington     PA     1974     101,303     99.0 %   1,944     22.15  
7450 Tilghman Street
    Allentown     PA     1986     100,000     81.2 %   1,358     18.91  
301 Lindenwood Drive
    Malvern     PA     1984     97,624     85.5 %   1,622     18.71  
555 Croton Road
    King of Prussia     PA     1999     96,909     100.0 %   2,898     31.14  
500 North Gulph Road
    King Of Prussia     PA     1979     93,082     71.5 %   1,378     21.08  
620 West Germantown Pike
    Plymouth Meeting     PA     1990     90,169     73.4 %   2,106     29.63  
610 West Germantown Pike
    Plymouth Meeting     PA     1987     90,152     94.2 %   2,481     31.83  
630 West Germantown Pike
    Plymouth Meeting     PA     1988     89,925     86.2 %   2,081     27.99  
600 West Germantown Pike
    Plymouth Meeting     PA     1986     89,681     94.0 %   2,213     30.18  
630 Freedom Business Center
    (d) King Of Prussia     PA     1989     86,683     94.3 %   1,976     27.16  
620 Freedom Business Center
    (d) King Of Prussia     PA     1986     86,559     45.4 %   778     14.47  
1200 Swedsford Road
    Berwyn     PA     1994     86,000     100.0 %   1,587     21.38  
595 East Swedesford Road
    Wayne     PA     1998     81,890     100.0 %   381     26.25  
3331 Street Road – Greenwood Square
    Bensalem     PA     1986     81,575     100.0 %   1,623     20.95  
1050 Westlakes Drive
    Berwyn     PA     1984     80,000     100.0 %   2,415     28.73  
One Progress Avenue
    Horsham     PA     1986     79,204     100.0 %   841     11.54  
1060 First Avenue
    (d) King Of Prussia     PA     1987     77,718     52.5 %   1,199     21.24  
741 First Avenue
    King Of Prussia     PA     1966     77,184     100.0 %   580     8.42  
323 Norristown Road
    Lower Gwyned     PA     1988     76,287     97.1 %   295     5.03  
1040 First Avenue
    (d) King Of Prussia     PA     1985     75,488     64.0 %   1,490     26.36  
200 Berwyn Park
    Berwyn     PA     1987     75,025     84.0 %   1,519     28.04  
1020 First Avenue
    (d) King Of Prussia     PA     1984     74,556     100.0 %   1,642     21.52  
1000 First Avenue
    (d) King Of Prussia     PA     1980     74,139     96.9 %   1,713     24.07  
160 - 180 West Germantown Pike
    East Norriton     PA     1982     73,394     69.6 %   968     17.97  
436 Creamery Way
    Exton     PA     1991     72,300     89.1 %   596     11.96  
14 Campus Boulevard
    Newtown Square     PA     1998     69,542     100.0 %   1,332     22.78  
500 Enterprise Road
    Horsham     PA     1990     66,751     100.0 %   934     19.73  
575 East Swedesford Road
    Wayne     PA     1985     66,503     98.1 %   312     28.52  
925 Harvest Drive
    Blue Bell     PA     1990     63,663     92.9 %   1,155     20.34  
429 Creamery Way
    Exton     PA     1996     63,420     100.0 %   749     13.80  
610 Freedom Business Center
    (d) King Of Prussia     PA     1985     62,991     88.6 %   1,312     26.56  
980 Harvest Drive
    Blue Bell     PA     1988     62,379     100.0 %   1,446     25.07  
426 Lancaster Avenue
    Devon     PA     1990     61,102     100.0 %   1,122     19.14  

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Property Name
  Location   State   Year
Built
  Net
Rentable
Square
Feet
  Percentage
Leased as of
December 31,
2003 (a)
  Total Base
Rent for the
Twelve
Months
Ended
December 31,
2003 (b)
(000’s)
  Average
Annualized
Rental Rate
as of
December 31,
2003 (c)
 

 

 

 

 

 

 

 

 
3329 Street Road – Greenwood Square
    Bensalem     PA     1985     60,705     100.0 %   930     20.43  
1180 Swedesford Road
    Berwyn     PA     1987     60,371     100.0 %   1,684     29.29  
1160 Swedesford Road
    Berwyn     PA     1986     60,099     91.7 %   1,465     25.25  
200 Corporate Center Drive
    Camp Hill     PA     1989     60,000     100.0 %   1,071     18.43  
321 Norristown Road
    Lower Gwyned     PA     1988     59,994     98.9 %   953     17.05  
100 Berwyn Park
    Berwyn     PA     1986     57,731     68.4 %   876     31.07  
440 Creamery Way
    Exton     PA     1991     57,218     100.0 %   518     11.87  
640 Allendale Road
    King of Prussia     PA     2000     56,034     100.0 %   310     6.25  
565 East Swedesford Road
    Wayne     PA     1984     55,789     82.5 %   224     29.29  
680 Allendale Road
    King Of Prussia     PA     1962     52,528     100.0 %   544     11.90  
2240/50 Butler Pike
    Plymouth Meeting     PA     1984     52,229     100.0 %   886     20.89  
650 Park Avenue
    King Of Prussia     PA     1968     51,711     14.9 %   258     6.31  
1155 Business Center Drive
    Horsham     PA     1990     51,388     86.4 %   579     18.90  
486 Thomas Jones Way
    Exton     PA     1990     51,372     79.9 %   620     18.13  
800 Business Center Drive
    Horsham     PA     1986     51,236     100.0 %   598     12.15  
855 Springdale Drive
    Exton     PA     1986     50,750      (e)        
660 Allendale Road
    King of Prussia     PA     1962     50,635     100.0 %   365     8.33  
15 Campus Boulevard
    Newtown Square     PA     2002     50,000     100.0 %   1,338     25.00  
875 First Avenue
    King Of Prussia     PA     1966     50,000     100.0 %   605     18.50  
630 Clark Avenue
    King Of Prussia     PA     1960     50,000     100.0 %   301     7.02  
620 Allendale Road
    King Of Prussia     PA     1961     50,000     79.8 %   837     20.45  
7150 Windsor Drive
    Allentown     PA     1988     49,420     100.0 %   644     14.77  
479 Thomas Jones Way
    Exton     PA     1988     49,264     84.2 %   566     16.49  
17 Campus Boulevard
    Newtown Square     PA     2001     48,565     100.0 %   1,224     25.55  
520 Virginia Drive
    Fort Washington     PA     1987     48,122     100.0 %   902     19.75  
11 Campus Boulevard
    Newtown Square     PA     1998     47,700     100.0 %   1,077     22.83  
456 Creamery Way
    Exton     PA     1987     47,604     100.0 %   364     7.89  
6575 Snowdrift Road
    Allentown     PA     1988     47,091     100.0 %   568     13.11  
220 Commerce Drive
    Fort Washington     PA     1985     46,080     89.5 %   871     20.82  
7248 Tilghman Street
    Allentown     PA     1987     43,782     78.3 %   552     17.49  
110 Summit Drive
    Exton     PA     1985     43,660     100.0 %   392     11.76  
585 East Swedesford Road
    Wayne     PA     1998     43,635     100.0 %   226     28.38  
7360 Windsor Drive
    Allentown     PA     2001     43,600     100.0 %   935     23.67  
1100 Cassett Road
    Berwyn     PA     1997     43,480     100.0 %   1,106     26.68  
467 Creamery Way
    Exton     PA     1988     42,000     100.0 %   498     17.88  
300 Welsh Road – Building I
    Horsham     PA     1980     40,042     55.3 %   575     21.01  
7310 Tilghman Street
    Allentown     PA     1985     40,000     92.6 %   471     17.16  
150 Corporate Center Drive
    Camp Hill     PA     1987     39,401     93.9 %   626     18.54  
1336 Enterprise Drive
    West Goshen     PA     1989     39,330     100.0 %   720     20.50  
600 Park Avenue
    King Of Prussia     PA     1964     39,000     100.0 %   530     15.33  
412 Creamery Way
    Exton     PA     1999     38,098     57.9 %   548     19.98  
755 Business Center Drive
    Horsham     PA     1998     38,050     100.0 %   576     22.88  
18 Campus Boulevard
    Newtown Square     PA     1990     37,374     85.3 %   758     23.06  
457 Creamery Way
    Exton     PA     1990     36,019     100.0 %   427     16.37  
100 Arrandale Boulevard
    Exton     PA     1997     34,931     100.0 %   485     18.60  
7010 Snowdrift Road
    Allentown     PA     1991     33,029     100.0 %   447     18.53  
300 Lindenwood Drive
    Allentown     PA     1991     33,000     100.0 %   671     21.18  
2260 Butler Pike
    Plymouth Meeting     PA     1984     31,892     100.0 %   466     14.32  
700 Business Center Drive
    Horsham     PA     1986     30,773     33.0 %   21     17.50  
120 West Germantown Pike
    Plymouth Meeting     PA     1984     30,546     50.0 %   271     17.87  
650 Dresher Road
    Horsham     PA     1984     30,071     100.0 %   684     21.75  
655 Business Center Drive
    Horsham     PA     1997     29,849     100.0 %   391     15.76  
468 Thomas Jones Way
    Exton     PA     1990     28,934     100.0 %   543     18.37  
630 Dresher Road
    Horsham     PA     1987     28,894     100.0 %   664     23.98  
1700 Paoli Pike
    Malvern     PA     2000     28,000     100.0 %   274     16.75  
140 West Germantown Pike
    Plymouth Meeting     PA     1984     25,357     100.0 %   504     23.40  
3333 Street Road – Greenwood Square
    Bensalem     PA     1988     25,000     100.0 %   539     21.49  
800 Corporate Circle Drive
    Harrisburg     PA     1979     24,862     100.0 %   389     15.97  
2490 Boulevard of the Generals
    King Of Prussia     PA     1975     20,600     100.0 %   420     20.40  
481 John Young Way
    Exton     PA     1997     19,275     100.0 %   405     21.89  
100 Lindenwood Drive
    Malvern     PA     1985     18,400     100.0 %   134     9.00  
500 Nationwide Drive
    Harrisburg     PA     1977     18,027     100.0 %   324     18.66  
600 Corporate Circle Drive
    Harrisburg     PA     1978     17,858     100.0 %   288     15.55  

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Property Name
  Location   State   Year
Built
  Net
Rentable
Square
Feet
  Percentage
Leased as of
December 31,
2003 (a)
  Total Base
Rentfor the
Twelve
Months
Ended
December 31,
2003 (b)
(000’s)
  Average
Annualized
Rental Rate
as of
December 31,
2003 (c)
 

 

 

 

 

 

 

 

 
300 Welsh Road — Building II
    Horsham     PA     1980     17,750     100.0 %   347     21.35  
748 Springdale Drive
    Exton     PA     1986     13,950     100.0 %   253     19.03  
200 Lindenwood Drive
    Malvern     PA     1984     12,600     50.0 %   120     19.05  
2404 Park Drive
    Harrisburg     PA     1983     11,000     64.8 %   137     14.63  
111 Arrandale Road
    Exton     PA     1996     10,479     100.0 %   204     21.04  
2401 Park Drive
    Harrisburg     PA     1984     10,074     33.2 %   119     17.50  
George Kachel Farmhouse
    Reading     PA     2000     1,664     100.0 %   33     20.03  
400 Commerce Drive
    Newark     DE     1997     154,086     100.0 %   2,268     15.07  
One Righter Parkway
    (d) Wilmington     DE     1989     104,828     100.0 %   2,293     24.23  
Two Righter Parkway
    (d) Wilmington     DE     1987     95,514     100.0 %   1,919     21.02  
200 Commerce Drive
    Newark     DE     1998     68,034     100.0 %   1,073     15.85  
100 Commerce Drive
    Newark     DE     1989     62,787     57.8 %   523     17.81  
111/113 Pencader Drive
    Newark     DE     1990     52,665     72.4 %   344     11.20  
     
                                           
NEW JERSEY SEGMENT
                                           
50 East State Street
    Trenton     NJ     1989     305,884     92.2 %   5,127     24.63  
1009 Lenox Drive
    Lawrenceville     NJ     1989     180,460     100.0 %   4,379     26.28  
10000 Midlantic Drive
    Mt. Laurel     NJ     1990     179,098     100.0 %   3,083     23.17  
33 West State Street
    Trenton     NJ     1988     167,774     100.0 %   2,975     28.85  
Main Street — Plaza 1000
    Voorhees     NJ     1988     162,364     88.1 %   3,256     23.47  
55 U.S. Avenue
    Gibbsboro     NJ     1982     138,982     25.5 %   328     9.50  
457 Haddonfield Road
    Cherry Hill     NJ     1990     121,737     97.8 %   2,511     23.41  
2000 Midlantic Drive
    Mt. Laurel     NJ     1989     121,658     97.3 %   1,910     21.22  
2000 Lenox Drive
    Lawrenceville     NJ     2000     119,114     100.0 %   3,200     27.71  
700 East Gate Drive
    Mt. Laurel     NJ     1984     118,899     100.0 %   2,397     23.14  
989 Lenox Drive
    Lawrenceville     NJ     1984     112,055     89.9 %   20     26.26  
993 Lenox Drive
    Lawrenceville     NJ     1985     111,124     100.0 %   2,726     23.19  
1000 Howard Boulevard
    Mt. Laurel     NJ     1988     105,312     100.0 %   2,166     22.21  
One South Union Place
    Cherry Hill     NJ     1982     99,573     90.4 %   1,446     18.84  
997 Lenox Drive
    Lawrenceville     NJ     1987     97,277     100.0 %   2,084     24.25  
1000 Atrium Way
    Mt. Laurel     NJ     1989     97,158     87.7 %   1,768     21.36  
1120 Executive Boulevard
    Marlton     NJ     1987     95,278     100.0 %   2,035     24.58  
15000 Midlantic Drive
    Mt. Laurel     NJ     1991     84,056     88.9 %   1,326     23.03  
220 Lake Drive East
    Cherry Hill     NJ     1988     78,509     100.0 %   1,741     23.26  
1007 Laurel Oak Road
    Voorhees     NJ     1996     78,205     100.0 %   621     7.94  
10 Lake Center Drive
    Marlton     NJ     1989     76,359     100.0 %   1,604     23.44  
200 Lake Drive East
    Cherry Hill     NJ     1989     76,352     88.7 %   1,699     23.47  
Three Greentree Centre
    Marlton     NJ     1984     69,300     100.0 %   1,377     20.73  
King & Harvard Avenue
    Cherry Hill     NJ     1974     67,444     100.0 %   1,336     20.59  
9000 Midlantic Drive
    Mt. Laurel     NJ     1989     67,299     100.0 %   862     19.38  
6 East Clementon Road
    Gibbsboro     NJ     1980     66,236     98.0 %   982     16.94  
701 East Gate Drive
    Mt. Laurel     NJ     1986     61,794     78.2 %   1,146     21.36  
210 Lake Drive East
    Cherry Hill     NJ     1986     60,604     100.0 %   1,319     22.89  
308 Harper Drive
    Mt. Laurel     NJ     1976     59,500     86.4 %   1,114     20.98  
305 Fellowship Drive
    Mt. Laurel     NJ     1980     56,824     95.2 %   1,181     23.11  
Two Greentree Centre
    Marlton     NJ     1983     56,075     100.0 %   948     20.88  
309 Fellowship Drive
    Mt. Laurel     NJ     1982     55,911     100.0 %   1,193     23.43  
One Greentree Centre
    Marlton     NJ     1982     55,838     84.7 %   990     20.08  
8000 Lincoln Drive
    Marlton     NJ     1997     54,923     67.1 %   745     20.54  
307 Fellowship Drive
    Mt. Laurel     NJ     1981     54,485     92.3 %   1,098     22.03  
303 Fellowship Drive
    Mt. Laurel     NJ     1979     53,848     76.1 %   723     21.21  
1000 Lenox Drive
    Lawrenceville     NJ     1982     52,264     100.0 %       22.50  
2 Foster Avenue
    Gibbsboro     NJ     1974     50,761     94.6 %   234     4.97  
4000 Midlantic Drive
    Mt. Laurel     NJ     1998     46,945     100.0 %   905     21.40  
Five Eves Drive
    Marlton     NJ     1986     45,564     95.2 %   716     18.00  
161 Gaither Drive
    Mount Laurel     NJ     1987     44,739     100.0 %   895     21.05  
Main Street — Piazza
    Voorhees     NJ     1990     41,408     100.0 %   679     16.56  
30 Lake Center Drive
    Marlton     NJ     1986     40,287     100.0 %   789     20.11  
20 East Clementon Road
    Gibbsboro     NJ     1986     38,260     94.6 %   673     18.75  
Two Eves Drive
    Marlton     NJ     1987     37,532     100.0 %   660     18.08  
1255 Broad Street
    Bloomfield     NJ     1981     37,478     100.0 %   590     23.88  
304 Harper Drive
    Mt. Laurel     NJ     1975     32,978     100.0 %   618     20.37  
Main Street — Promenade
    Voorhees     NJ     1988     31,445     90.7 %   452     16.58  
Four B Eves Drive
    Marlton     NJ     1987     27,011     100.0 %   344     17.34  
815 East Gate Drive
    Mt. Laurel     NJ     1986     25,500     100.0 %   291     17.85  

 

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Property Name
  Location   State   Year
Built
  Net
Rentable
Square
Feet
  Percentage
Leased as of
December 31,
2003 (a)
  Total Base
Rentfor the
Twelve
Months
Ended
December 31,
2003 (b)
(000’s)
  Average
Annualized
Rental Rate
as of
December 31,
2003 (c)
 

 

 

 

 

 

 

 

 
817 East Gate Drive
    Mt. Laurel     NJ     1986     25,351     100.0 %   357     15.59  
Four A Eves Drive
    Marlton     NJ     1987     24,687     57.1 %   241     12.91  
1 Foster Avenue
    Gibbsboro     NJ     1972     24,255     100.0 %   85      
4 Foster Avenue
    Gibbsboro     NJ     1974     23,372     88.3 %   109     7.92  
7 Foster Avenue
    Gibbsboro     NJ     1983     22,158     100.0 %   333     18.01  
10 Foster Avenue
    Gibbsboro     NJ     1983     18,651     70.7 %   199     17.18  
305 Harper Drive
    Mt. Laurel     NJ     1979     14,980     100.0 %   124     8.96  
5 U.S. Avenue
    Gibbsboro     NJ     1987     5,000     100.0 %   22     4.40  
50 East Clementon Road
    Gibbsboro     NJ     1986     3,080     100.0 %   145     47.01  
5 Foster Avenue
    Gibbsboro     NJ     1968     2,000     100.0 %        
     
                                           
VIRGINIA SEGMENT
                                           
600 East Main Street
    Richmond     VA     1986     424,228     72.1 %   5,882     19.39  
300 Arboretum Place
    Richmond     VA     1988     212,635     100.0 %   3,686     17.33  
6802 Paragon Place
    Richmond     VA     1989     143,217     81.1 %   2,724     16.97  
2511 Brittons Hill Road
    Richmond     VA     1987     132,103     100.0 %   589     5.72  
2100-2116 West Laburnam Avenue
    Richmond     VA     1976     127,300     93.9 %   1,819     15.29  
1957 Westmoreland Street
    Richmond     VA     1975     121,815     100.0 %   533     5.04  
2201-2245 Tomlynn Street
    Richmond     VA     1989     85,860     91.2 %   551     8.11  
100 Gateway Centre Parkway
    Richmond     VA     2001     74,585     100.0 %   1,470     19.98  
9011 Arboretum Parkway
    Richmond     VA     1991     72,932     100.0 %   1,109     16.84  
4805 Lake Brooke Drive
    Glen Allen     VA     1996     61,657     81.4 %   879     17.15  
9100 Arboretum Parkway
    Richmond     VA     1988     57,519     100.0 %   1,063     18.75  
2812 Emerywood Parkway
    Henrico     VA     1980     56,076     55.8 %   229     11.74  
2277 Dabney Road
    Richmond     VA     1986     50,400     100.0 %   251     6.43  
9200 Arboretum Parkway
    Richmond     VA     1988     49,542     100.0 %   606     12.03  
9210 Arboretum Parkway
    Richmond     VA     1988     48,012     83.3 %   420     10.30  
2212-2224 Tomlynn Street
    Richmond     VA     1985     45,353     100.0 %   251     6.93  
2221-2245 Dabney Road
    Richmond     VA     1994     45,250     84.1 %   259     8.23  
2201 Dabney Road
    Richmond     VA     1962     45,000     100.0 %   105     2.87  
2251 Dabney Road
    Richmond     VA     1983     42,000     90.0 %   208     6.57  
2161-2179 Tomlynn Street
    Richmond     VA     1985     41,550     50.5 %   180     6.58  
2256 Dabney Road
    Richmond     VA     1982     33,600     100.0 %   208     7.16  
2246 Dabney Road
    Richmond     VA     1987     33,271     100.0 %   288     9.50  
2244 Dabney Road
    Richmond     VA     1993     33,050     100.0 %   297     9.71  
9211 Arboretum Parkway
    Richmond     VA     1991     30,791     100.0 %   395     13.60  
2248 Dabney Road
    Richmond     VA     1989     30,184     85.6 %   188     8.98  
2130-2146 Tomlynn Street
    Richmond     VA     1988     29,700     100.0 %   182     10.02  
2120 Tomlyn Street
    Richmond     VA     1986     23,850     85.5 %   104     7.48  
2240 Dabney Road
    Richmond     VA     1984     15,389     100.0 %   139     10.08  
4364 South Alston Avenue
    Durham     NC     1985     56,601     100.0 %   1,121     18.98  
                     
                   
TOTAL ALL PROPERTIES / WEIGHTED AVG.
                      15,732,942     90.7%              
                     
                   

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(a)
Calculated by dividing net rentable square feet included in leases signed on or before December 31, 2003 at the property by the aggregate net rentable square feet of the Property.
(b)
“Total Base Rent” for the twelve months ended December 31, 2003 represents base rents received during such period, excluding tenant reimbursements, calculated in accordance with generally accepted accounting principles (GAAP) determined on a straight-line basis. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.
(c)
“Average Annualized Rental Rate” is calculated as follows: (i) for office leases written on a triple net basis, the sum of the annualized contracted base rental rates payable for all space leased as of December 31, 2003 (without giving effect to free rent or scheduled rent increases that would be taken into account under GAAP) plus the 2003 budgeted operating expenses excluding tenant electricity; and (ii) for office leases written on a full service basis, the annualized contracted base rent payable for all space leased as of December 31, 2003. In both cases, the annualized rental rate is divided by the total square footage leased as of December 31, 2003 without giving effect to free rent or scheduled rent increases that would be taken into account under GAAP.
(d)
This Property is subject to a ground lease.
(e)
These properties are under redevelopment and are excluded from the percentages for Weighted Average Percentage Leased and Average Annualized Rental Rate information.

The following table shows certain information regarding rental rates and lease expirations for the Properties at December 31, 2003, assuming none of the tenants exercises renewal options or termination rights, if any, at or prior to scheduled expirations:

Year of
Lease
Expiration
December 31,
  Number of
Leases
Expiring
Within the
Year
  Rentable
Square
Footage
Subject to
Expiring
Leases
  Final
Annualized
Base Rent
Under
Expiring
Leases (a)
  Final
Annualized
Base Rent
Per Square
Foot Under
Expiring
Leases
  Percentage
of Total Final
Annualized
Base Rent
Under
Expiring
Leases
  Cumulative
Total
 

 

 

 

 

 

 

 
2004
    262     1,803,339     28,997,114     16.08     10.8 %   10.8%  
2005
    248     2,552,830     47,246,198     18.51     17.7 %   28.5%  
2006
    198     1,849,265     33,814,565     18.29     12.7 %   41.2%  
2007
    137     1,691,701     30,611,739     18.10     11.5 %   52.6%  
2008
    144     1,521,460     32,525,673     21.38     12.2 %   64.8%  
2009
    71     1,090,063     22,485,545     20.63     8.4 %   73.2%  
2010
    40     1,143,830     26,373,818     23.06     9.9 %   83.1%  
2011
    20     623,396     11,265,465     18.07     4.2 %   87.3%  
2012
    15     612,623     11,315,519     18.47     4.2 %   91.5%  
2013
    7     211,593     5,440,520     25.71     2.0 %   93.6%  
2014 and thereafter
    27     896,177     17,211,028     19.20     6.4 %   100.0%  
   
 
 
 
 
       
      1,169     13,996,277   $ 267,287,184   $ 19.10     100.0%        
   
 
 
 
 
       
                             

 
(a)
“Final Annualized Base Rent” for each lease scheduled to expire represents the cash rental rate of base rents, excluding tenant reimbursements, in the final month prior to expiration multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.

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At December 31, 2003, the Properties were leased to 1,025 tenants that are engaged in a variety of businesses. The following table sets forth information regarding leases at the Properties with the 20 tenants with the largest amounts leased based upon Annualized Escalated Rent from the Properties as of December 31, 2003:

        Weighted                    Percentage of  
        Average   Aggregate   Percentage   Annualized   Aggregate  
    Number   Remaining   Square   of Aggregate   Escalated   Annualized  
    of   Lease Term   Feet   Leased   Rent (in   Escalated  
Tenant Name (a)
  Leases   in Months   Leased   Square Feet   000) (b)   Rent  

 

 

 

 

 

 

 
State of New Jersey
    6     57     442,451     3.2 %   12,639     4.3 %
Computer Sciences Corporation
    6     33     345,284     2.5 %   7,021     2.4 %
Verizon
    5     44     237,126     1.7 %   5,635     1.9 %
Penske Truck Leasing
    1     204     308,205     2.2 %   5,419     1.8 %
Lockheed Martin
    8     23     336,678     2.4 %   4,302     1.5 %
Omnicare Clinical Research
    1     79     150,000     1.1 %   3,938     1.3 %
First Consulting Group
    1     52     118,138     0.8 %   3,689     1.3 %
Parsons Corporation
    4     50     174,689     1.2 %   3,669     1.2 %
Hartford Life
    4     41     169,170     1.2 %   3,567     1.2 %
Aventis Behring
    1     46     143,025     1.0 %   3,361     1.1 %
General Electric
    3     22     119,861     0.9 %   2,980     1.0 %
Travelers
    4     16     148,689     1.1 %   2,920     1.0 %
Highmark Corporation
    4     82     135,298     1.0 %   2,902     1.0 %
ICT Group
    2     137     117,151     0.8 %   2,862     1.0 %
Keystone Health Plan Central
    1     8     122,101     0.9 %   2,735     0.9 %
Kimberly Clark Corporation (Scott Paper)
    2     26     99,329     0.7 %   2,590     0.9 %
Automotive Rentals
    4     80     120,952     0.9 %   2,582     0.9 %
AstraZeneca
    2     34     107,328     0.8 %   2,491     0.8 %
Dermik Labs
    1     80     80,000     0.6 %   2,459     0.8 %
Aetna Life Insurance
    1     18     104,505     0.7 %   2,309     0.8 %
   

 

 

 

 

 

 
Consolidated Total/Weighted Average
    61     60     3,579,980     25.7 % $ 80,070     27.1 %
   

 

 

 

 

 

 
                                       

 
(a)
The identified tenant includes affiliates in certain circumstances.
(b)
Annualized Escalated Rent represents the monthly Escalated Rent for each lease in effect at December 31, 2003 multiplied by 12. Escalated Rent represents fixed base rental amounts plus tenant reimbursements which include payment of real estate taxes, operating expenses and common area maintenance and utility charges. The Company estimates operating expense reimbursements based on historical amounts and comparable market data.

The following table sets forth the year-end occupancy percentages of the Company’s Properties for the last five years:

Year ended December 31,
  Occupancy %  

 
 
         
2003
    90.7 %
2002
    91.0 %
2001
    92.2 %
2000
    95.6 %
1999
    94.1 %
 
Real Estate Ventures

As of December 31, 2003, we had invested approximately $15.9 million in ten unconsolidated Real Estate Ventures (net of returns of investment received). We formed these ventures with unaffiliated third parties to develop office properties or to acquire land in anticipation of possible development of office properties. Nine of the Real Estate Ventures own ten office buildings that contain an aggregate of approximately 1.8 million net rentable square feet and one Real Estate Venture developed a hotel property that contains 137 rooms. At December 31, 2003, the operating properties owned by the Real Estate Ventures were approximately 81% leased to 80 tenants.

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Our investment in Real Estate Ventures is as follows (in thousands):

                Company’s Share              
            Real Estate   of Real Estate   Current        
    Ownership   Carrying   Venture   Venture   Interest   Debt  
    Percentage (1)   Amount   Debt at 100%   Income (Loss)   Rate   Maturity  
   

 

 

 

 

 

 
Two Tower Bridge Associates
    35 % $ 2,409   $ 10,501   $ 290     6.82 %   May-08  
Four Tower Bridge Associates
    65 %   2,454     11,000     (21 )   6.62 %   Feb-11  
Five Tower Bridge Associates
    15 %       30,600         6.77 %   Feb-09  
Six Tower Bridge Associates
    65 %   113     15,683     (46 )   7.79 %   Aug-12  
Eight Tower Bridge Associates
    6 %   1,147     38,219     (189 )   3.34 %   Feb-05  
Tower Bridge Inn Associates
    50 %   2,291     11,547     (235 )   8.50 %   Apr-07  
1000 Chesterbrook Boulevard
    50 %   3,373     27,860     456     6.88 %   Nov-11  
PJP Building Two, LC
    30 %   15     5,738     30     6.12 %   Nov-23  
PJP Building Five, LC
    25 %   238     5,753     94     2.69 %   Oct-05  
Macquarie
    20 %   3,813     74,500     64     4.62 %   Jan-09  
Florig, LP (2)
    30 %           (861 )   N/A     N/A  
Invesco Partnership, L.P. (3)
    35 %           470     N/A     N/A  
         
 
 
             
          $ 15,853   $ 231,401   $ 52              
         
 
 
             

 
(1)
Ownership percentage represents our entitlement to residual distributions after payments of priority returns.
(2)
During 2003, the Company recorded an impairment charge of $861,000 associated with this non-operating real estate venture. This amount consisted primarily of legal and acquisition costs related to a parcel of land that ultimately was not acquired.
(3)
Our interest consists solely of a residual profits interest.
 
Item 3.   Legal Proceedings

We are involved from time to time in litigation on various matters, which include disputes with tenants and disputes arising out of agreements to purchase or sell properties. Given the nature of our 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.

As we have reported in our prior Annual Report on Form 10-K, we are a defendant in a case in which the plaintiffs allege that we breached our obligation to purchase a portfolio of properties for approximately $83.0 million. On July 9, 1999, the Superior Court of New Jersey, Camden County, dismissed the complaint against us with prejudice. Plaintiffs subsequently filed a motion for reconsideration, which motion the Superior Court denied. Plaintiffs then appealed to the Appellate Division, which is the intermediate appellate level court in New Jersey. In December 2000, the Appellate Division affirmed in part and reversed in part the Chancery Division’s earlier dismissal of the entire action. The Appellate Division affirmed the dismissal of the non-contractual counts in the Complaint, but reversed the contract and reformation counts and remanded these to the lower court for further proceedings. We sought review of this decision by the Supreme Court of New Jersey, but that Court declined to consider the appeal. The case thereafter returned to the Chancery Division, where written and oral discovery was conducted in 2002 and in the first quarter of 2003. Discovery terminated on February 14, 2003. We filed a motion for summary judgment seeking dismissal of all counts against us, and judgment for us on our counterclaim. The Chancery Division granted our summary judgment motion on March 25, 2003 and dismissed the case with prejudice. Plaintiffs appealed the judgment in our favor, and we do not know whether plaintiffs will be successful in their appeal.

There have been recent reports of lawsuits against owners and managers of multifamily and office properties asserting claims of personal injury and property damage caused by the presence of mold in residential units or office space. We have been named as a defendant in two lawsuits that allege personal injury as a result of the presence of mold. Unspecified damages are sought. We have referred these lawsuits to our environmental insurance carrier and, as of the date of this Form 10-K, the insurance carrier is tendering a defense to these claims.

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Item 4.   Submission of Matters to a Vote of Security Holders

We did not submit any matters to a vote of security holders in the fourth quarter of the fiscal year ended December 31, 2003.

PART II

Item 5.   Market for Registrant’s Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities

Our Common Shares are traded on the New York Stock Exchange (“NYSE”) under the symbol “BDN.” On March 10, 2004, there were 373 holders of record of our Common Shares. On March 10, 2004, the last reported sales price of the Common Shares on the NYSE was $28.88. The following table sets forth the quarterly high and low closing sales price per share reported on the NYSE for the indicated periods and the distributions paid by us with respect to each such period.

            Distributions  
    Share Price   Share Price   Declared For  
     High   Low     Quarter  
   

 

 

 
First Quarter 2002
  $ 23.90   $ 20.24   $ 0.44  
Second Quarter 2002
  $ 26.00   $ 22.91   $ 0.44  
Third Quarter 2002
  $ 24.96   $ 20.20   $ 0.44  
Fourth Quarter 2002
  $ 22.57   $ 19.08   $ 0.44  
                     
First Quarter 2003
  $ 22.00   $ 19.32   $ 0.44  
Second Quarter 2003
  $ 24.84   $ 21.00   $ 0.44  
Third Quarter 2003
  $ 25.72   $ 23.87   $ 0.44  
Fourth Quarter 2003
  $ 27.74   $ 24.63   $ 0.44  

Future distributions by us will be declared at the discretion of the Board of Trustees and will depend on our actual cash flow, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986 and such other factors as our Board of Trustees deems relevant.

During 2003 and through the date of this Annual Report on Form 10-K, we did not issue any securities that were not registered under the Securities Act of 1993.

The following table provides information as of December 31, 2003 with respect to compensation plans under which our equity securities are authorized for issuance:

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Equity Compensation Plan Information as of December 31, 2003

      (a)     (b)     (c)  
   

 

 

 
Plan category
    Number of securities to be issued upon exercise of outstanding options, warrants and rights     Weighted-average exercise price of outstanding options, warrants and rights     Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))  
                     
Equity compensation plans approved by security holders (1)
    2,773,444     $26.70 (2)     1,265,045  
                     
Equity compensation plans not approved by security holders
             
   

 

 

 
Total
    2,773,444     $26.70 (2)     1,265,045  
   

 

 

 

 
(1)
Relates to our 1997 Long-Term Incentive Plan.
(2)
Weighted-average exercise price of outstanding options; excludes restricted Common Shares.

During the quarter ended December 31, 2003, we did not purchase any of our outstanding equity securities.

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Item 6.   Selected Financial Data

(in thousands, except per Common Share data and number of properties)

Year Ended December 31,
  2003   2002   2001   2000(A)   1999(A)  
   

 

 

 

 

 
Operating Results
                               
Total revenue
  $ 305,659   $ 291,040   $ 270,488   $ 254,100   $ 247,480  
Net income
    85,809     62,984     33,722     52,158     34,606  
Income allocated to Common Shares
    53,305     51,078     21,816     40,252     29,816  
Earnings per Common Share
                               
Basic
  $ 1.40   $ 1.40   $ 0.57   $ 1.12   $ 0.80  
Diluted
  $ 1.40   $ 1.39   $ 0.57   $ 1.12   $ 0.80  
Cash distributions declared per Common Share
  $ 1.76   $ 1.76   $ 1.70   $ 1.62   $ 1.57  
Balance Sheet Data
                               
Real estate investments, net of accumulated depreciation
  $ 1,695,355   $ 1,745,981   $ 1,812,909   $ 1,674,341   $ 1,702,353  
Total assets
    1,855,776     1,919,288     1,960,203     1,821,103     1,825,276  
Total indebtedness
    867,659     1,004,729     1,009,165     866,202     839,634  
Total liabilities
    950,431     1,097,793     1,108,213     923,961     895,083  
Minority interest
    134,357     135,052     143,834     144,974     145,941  
Beneficiaries’ equity
    770,988     686,443     708,156     752,168     784,252  
Other Data
                               
Cash flows from:
                               
Operating activities
    118,793     128,836     152,040     103,123     81,495  
Investing activities
    (34,068 )   5,038     (123,682 )   (32,372 )   69,195  
Financing activities
    (102,974 )   (120,532 )   (30,939 )   (60,403 )   (158,073 )
Property Data
                               
Number of properties owned at year end
    234     238     270     250     251  
Net rentable square feet owned at year end
    15,733     16,052     17,312     16,471     16,607  
     
  (A) In 2000, the Operating Partnership held a 95% economic interest in Brandywine Realty Services Corporation (the “Management Company”) through its ownership of 100% of the Management Company’s non-voting preferred stock and 5% of its voting common stock. Effective January 1, 2001, the Company converted its non-voting equity interest in the Management Company to a voting interest. Accordingly, the Company owns 95% of the equity of and has voting control over the Management Company. Therefore, the 2003, 2002 and 2001 financial results of the Management Company have been consolidated. For purposes of the Selected Financial Data, the 2000 and 1999 results of operations presented above have been restated to reflect this presentation.  
     
Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements appearing elsewhere herein. The results of operations and cash flows of the Company include the historical results of operations of the Properties held by the Company during the years ended December 31, 2003, 2002 and 2001. This Annual Report on Form 10-K contains forward-looking statements for purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934 and as such may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that these expectations will be realized. See Item 1. Business — Risk Factors.

OVERVIEW

The Company currently manages its portfolio within three geographic segments: (1) Pennsylvania, (2) New Jersey and (3) Virginia. The Company believes it has established an effective platform in these office and industrial markets that provides a foundation for achieving its goals of maximizing market penetration and optimizing operating economies of scale.

During 2003, the Company sold eight office properties containing an aggregate of approximately 343,000 net rentable square feet, two industrial properties containing an aggregate of approximately 131,000 net rentable square feet and four parcels of land containing an aggregate of approximately 24.1 acres for an

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aggregate of $45.6 million. In December 2003, the Company sold two office properties containing an aggregate of approximately 633,000 net rentable square feet for an aggregate of $112.8 million, of which $52.9 million of proceeds were used to pay off existing mortgage notes payable secured by the two properties. The Company retained a 20% interest in a venture that purchased the properties. The Company recognized a gain on the partial sale of approximately $18.5 million for the piece sold and deferred the gain on the piece retained. The Company also purchased five office properties containing approximately 360,000 net rentable square feet and one parcel of land containing approximately 10.0 acres for an aggregate of $67.8 million.

The Company receives income primarily from rental revenue (including tenant reimbursements) from the Properties and, to a lesser extent, from the management of properties owned by third parties and from investments in the Real Estate Ventures.

The Company’s financial performance is dependent upon the demand for office and other commercial space in its markets. Current economic conditions, including recessionary pressures and capital market volatility, have enhanced the challenges facing the Company.

In the current economic climate, the Company continues to seek revenue growth through an increase in occupancy of its portfolio (90.7% at December 31, 2003). However, with a downturn in general leasing activity, owners of commercial real estate, including the Company, are experiencing longer periods in which to lease unoccupied space, and may face higher capital costs and leasing commissions to achieve targeted tenancies.

As the Company seeks to increase revenue, management also focuses on strategies to minimize operating risks, including (i) tenant rollover risk, (ii) tenant credit risk and (iii) development risk.

Tenant Rollover Risk:

The Company is subject to the risk that, upon expiration, leases may not be renewed, the space may not be relet, or the terms of renewal or reletting (including the cost of renovations) may be less favorable than the current lease terms. Leases accounting for approximately 10.8% of the aggregate annualized base rents from the Properties as of December 31, 2003 (representing approximately 11.6% of the net rentable square feet of the Properties) expire without penalty in 2004. The Company maintains an active dialogue with its tenants in an effort to achieve a high level of lease renewals. The Company’s retention rate for leases that were scheduled to expire in the year ended December 31, 2003 was 80.2%. If the Company is unable to renew leases for a substantial portion of the space under expiring leases, or to promptly relet this space, at anticipated rental rates, the Company’s cash flow could be adversely impacted.

Tenant Credit Risk:

In the event of a tenant default, the Company may experience delays in enforcing its rights as a landlord and may incur substantial costs in protecting its investment. Management regularly evaluates its accounts receivable reserve policy in light of its tenant base and general and local economic conditions. The accounts receivable allowance was $4.0 million or 11.2% of total receivables (including accrued rent receivable) as of December 31, 2003 compared to $4.6 million or 12.5% of total receivables (including accrued rent receivable) as of December 31, 2002.

Development Risk:

The Company currently has in development or redevelopment seven sites aggregating approximately 1.1 million square feet. The total cost of these projects is estimated to be $225.5 million, of which $17.9 million was incurred as of December 31, 2003. While the Company is actively marketing space at these projects to prospective tenants, management cannot provide assurance as to the timing or terms of any leases of such space. As of December 31, 2003, the Company owned approximately 445 acres of undeveloped land and held options to purchase approximately 61 additional acres. Risks associated with development of this land include construction cost overruns and construction delays, insufficient occupancy rates and inability to obtain necessary zoning, land-use, building, occupancy and other required governmental approvals.

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CRITICAL ACCOUNTING POLICIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s significant accounting policies are described in Note 2 to the consolidated financial statements included this Annual Report on Form 10-K. While the estimates and judgments associated with the application of these accounting policies may be affected by different assumptions or conditions, the Company believes the estimates and judgments associated with the reported amounts are appropriate in the circumstances. The following identifies critical accounting policies that are used in preparing the Company’s consolidated financial statements, including those policies which require significant judgment and estimates:

Revenue Recognition

Rental revenue is recognized on a straight-line basis over the lease term regardless of when payments are due. Certain lease agreements contain provisions that require tenants to reimburse a pro rata share of real estate taxes and common area maintenance costs.

Real Estate Investments

Real estate investments are carried at cost. The Company records acquisition of real estate investments under the purchase method of accounting and allocates the purchase price to land, buildings and intangible assets on a relative fair value basis. Depreciation is computed using the straight-line method over the useful lives of buildings and capital improvements (25 to 40 years) and over the shorter of the lease term or the life of the asset for tenant improvements. Direct construction costs related to the development of Properties and land holdings are capitalized as incurred. The Company expenses routine repair and maintenance expenditures.

Impairment of Long-Lived Assets

Management reviews investments in real estate and real estate ventures for impairment if facts and circumstances indicate that the carrying value of such assets may not be recoverable. Measurement of any impairment loss will be based on the fair value of the asset, determined using customary valuation techniques, such as the present value of expected future cash flows.

In accordance with SFAS No. 144 (“SFAS 144”), Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as real estate investments and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities relating to assets classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

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Income Taxes

The Company may elect to treat one or more of its corporate subsidiaries as a taxable REIT subsidiary (“TRS”). In general, a TRS of the Company may perform additional services for tenants of the Company and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated). A TRS is subject to corporate federal income tax. The Company has elected to treat certain of its corporate subsidiaries as a TRS. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.

Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts that represents an estimate of losses that may be incurred from the inability of tenants to make required payments. The allowance is an estimate based on two calculations that are combined to determine the total amount reserved. First, the Company evaluates specific accounts where it has been determined that a tenant may have an inability to meet its financial obligations. In these situations, the Company uses its judgment, based on the facts and circumstances, and records a specific reserve for that tenant against amounts due to reduce the receivable to the amount that the Company expects to collect. These reserves are reevaluated and adjusted as additional information becomes available. Second, a reserve is established for all tenants based on a range of percentages applied to aging categories. These percentages are based on historical collection and write-off experience. If the financial condition of the Company’s tenants were to deteriorate, additional allowances may be required.

Deferred Costs

The Company incurs direct costs related to the financing, development and leasing of the Properties. Management exercises judgment in determining whether such costs meet the criteria for capitalization or must be expensed. Capitalized financing fees are amortized over the related loan term and capitalized leasing costs are amortized over the related lease term. Management re-evaluates the remaining useful lives of leasing costs as the creditworthiness of the Company’s tenants and economic and market conditions change.

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-cancellable term of the lease. Capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancellable terms of the respective leases. Capitalized below-market lease values amortized as an increase of rental income over the remaining non-cancellable terms of the respective leases, including any fixed-rate renewal periods.

The aggregate value of other intangibles acquired is measured based on the difference between (i) the property valued with in-place leases adjusted to market rental rates and (ii) the property valued as if it was vacant. The Company allocates a portion of the purchase price to lease origination costs. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, include 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. Factors considered by the Company in their analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. 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. 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.

 

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The total amount of these other intangible assets is further allocated to 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. 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 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-cancellable 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 market rate adjustments, lease origination costs, in-place lease values and tenant relationship values, would be charged to expense.

RESULTS OF OPERATIONS
 
Comparison of the Year Ended December 31, 2003 to the Year Ended December 31, 2002
    Year Ended December 31,

  Dollar   Percent  
    2003   2002   Change   Change  
   

 

 

 

 
    (amounts in thousands)        
Revenue:
 







       
Rents
  $ 256,945   $ 248,075   $ 8,870     3.6%  
Tenant reimbursements
    37,755     33,263     4,492     13.5%  
Other
    10,959     9,702     1,257     13.0%  
   

 

 

 

 
Total revenue
    305,659     291,040     14,619     5.0%  
                           
Operating Expenses:
                         
Property operating expenses
    80,817     74,967     5,850     7.8%  
Real estate taxes
    27,919     25,196     2,723     10.8%  
Interest
    57,835     63,522     (5,687  )   -9.0%  
Depreciation and amortization
    60,592     56,431     4,161     7.4%  
Administrative expenses
    14,464     14,804     (340 )   -2.3%  
   

 

 

 

 
Total operating expenses
    241,627     234,920     6,707     2.9%  
   

 

 

 

 
Income from continuing operations before equity in income of real estate ventures, net gain on sales and minority interest
    64,032     56,120     7,912     14.1%  
Equity in income of real estate ventures
    52     987     (935 )   -94.7%  
   

 

 

 

 
Income from continuing operations before net gain on sales and minority interest
    64,084     57,107     6,977     12.2%  
Net gain on sales of interest in real estate
    20,537         20,537      
Minority interest
    (10,141 )   (9,265 )   (876 )   -9.5%  
   

 

 

 

 
Income from continuing operations
    74,480     47,842     26,638     55.7%  
Income from discontinued operations, net of
minority interest
    11,329     15,142     (3,813 )   -25.2%  
   

 

 

 

 
Net income
  $ 85,809   $ 62,984   $ 22,825     36.2%  
   

 

 

 

 

The results of operations for the years ended December 31, 2003 and 2002 include the respective operations of the Properties. Of the 234 Properties owned by the Company as of December 31, 2003, a total of 211 Properties containing an aggregate of approximately 13.6 million net rentable square feet (“Same Store Properties”) were owned for the entire twelve-month periods ended December 31, 2003 and 2002. The following table set forth revenue and expense information as to these Same Store Properties for the twelve-month periods ended December 31, 2003 and 2002:

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    Year Ended December 31,

  Dollar   Percent  
    2003   2002   Change   Change  
   

 

 

 

 
    (amounts in thousands)

       
Revenue:
                         
Rents
  $ 214,778   $ 213,169   $ 1,609     0.8 %
Tenant reimbursements
    29,600     26,319     3,281     12.5 %
Other
    2,585     2,777     (192 )   -6.9 %
   

 

 

 

 
Total revenue
    246,963     242,265     4,698     1.9 %
Operating Expenses:
                         
Property operating expenses
    75,255     69,662     5,593     8.0 %
Real estate taxes
    22,866     21,612     1,254     5.8 %
   

 

 

 

 
Total operating expenses
    98,121     91,274     6,847     7.5 %
   

 

 

 

 
Property NOI
  $ 148,842   $ 150,991   $ (2,149 )   -1.4 %
   

 

 

 

 

The following table is a reconciliation of income from continuing operations to Same Store net operating income:

    Year ended December 31,

 
    2003   2002  
   

 

 
    (amounts in thousands)  
Income from continuing operations
  $ 74,480   $ 47,842  
Add/(deduct):
             
Interest expense
    57,835     63,522  
Depreciation and amortization
    60,592     56,431  
Administrative expenses
    14,464     14,804  
Equity in income of Real Estate Ventures
    (52 )   (987 )
Net gain on sale of interests in real estate
    (20,537 )    
Minority interest attributable to continuing operations
    10,141     9,265  
   

 

 
Consolidated net operating income
    196,923     190,877  
Less: Net operating income of non same store properties
    (48,081 )   (39,886 )
   

 

 
Same Store net operating income
  $ 148,842   $ 150,991  
   

 

 

Management generally considers Same Store net operating income a useful financial measure because the results of the Same Store Properties are directly comparable period to period. Same Store net operating income is a non-GAAP financial measure and does not represent income from continuing operations because it does not reflect the consolidated operations of the Company.

Revenue increased to $305.7 million for 2003 as compared to $291.0 million for 2002, primarily due to increased rental rates and additional properties in 2003, offset by decreased occupancy. The straight-line rent adjustment increased revenues by $5.9 million in 2003 and $5.8 million in 2002. Revenue for Same Store Properties increased to $247.0 million in 2003 from $242.3 million in 2002. This increase was the result of increased occupancy as well as increased tenant reimbursements from higher operating expenses in 2003 as compared to 2002. Average occupancy for the Same Store Properties increased to 91.0% in 2003 from 90.9% in 2002. Other revenue represents lease termination fees, bankruptcy settlement proceeds, leasing commissions, third-party management fees and interest income. Other revenue increased to $11.0 million in 2003 from $9.7 million in 2002 primarily due to bankruptcy settlement proceeds received in 2003.

Property operating expenses increased to $80.8 million in 2003 as compared to $75.0 million in 2002, primarily due to increased snow removal costs and additional properties in 2003. Property operating expenses included a provision for doubtful accounts of $.2 million in 2003 and $.9 million in 2002 to provide for increased tenant credit risk. Property operating expenses for the Same Store Properties increased to $75.3 million in 2003 as compared to $69.7 million in 2002 as a result of increased snow removal costs in 2003 as compared to 2002.

 

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Real estate taxes increased to $27.9 million in 2003 as compared to $25.2 million in 2002, primarily due to increased real estate tax assessments in 2003 and additional properties in 2003. Real estate taxes for the Same Store Properties increased to $22.9 million in 2003 as compared to $21.6 million in 2002 as a result of higher tax rates and property assessments.

Interest expense decreased to $57.8 million in 2003 as compared to $63.5 million in 2002, primarily due to decreased interest rates and decreased average borrowings during 2003. Average outstanding debt balances for 2003 were $948.7 million as compared to $1.0 billion for 2002. The Company’s weighted-average interest rate from its unsecured credit facilities after giving effect to hedging activities on the unsecured credit facilities decreased to 4.60% in 2003 from 5.41% in 2002 and on mortgage notes payable decreased to 7.09% in 2003 from 7.27% in 2002.

Depreciation increased to $53.5 million in 2003 as compared to $50.8 million in 2002 primarily due to additional properties in 2003 and additional depreciation from increased tenant improvements during 2003. Amortization, related to deferred leasing costs, increased to $7.1 million in 2003 as compared to $5.6 million in 2002, primarily due to increased leasing activity and additional properties in 2003.

Administrative expenses decreased to $14.5 million in 2003 as compared to $14.8 million in 2002, primarily due to decreased amortization of restricted stock.

Equity in income of Real Estate Ventures decreased to $52,000 in 2003 as compared to $1.0 million in 2002. During 2003, the Company recorded an impairment charge of $861,000 associated with the write-down its investment in a non-operating joint venture.

During 2003, the Company sold four parcels of land containing an aggregate of 24.1 acres for an aggregate of $4.2 million, realizing an aggregate gain of $2.0 million. In addition, the Company sold two office properties containing an aggregate of approximately 633,000 net rentable square feet for an aggregate of $112.8 million, of which $52.9 million of proceeds were used to pay off existing mortgage notes payable secured by the two properties. The Company recognized a gain on the sale of approximately $18.5 million, which is recorded in net gain on sale of real estate interests due to a continuing 20% interest that the Company has maintained in the properties. During 2002, the Company sold two land parcels containing an aggregate of 12.8 acres for $.7 million with no net gain realized.

Minority interest from continuing operations represents the equity in income attributable to the portion of the Operating Partnership not owned by the Company. Minority interest from continuing operations increased to $10.1 million in 2003 as compared to $9.3 million in 2002, primarily due to increased results of continuing operations in 2003 as compared to 2002.

Discontinued operations decreased to $11.3 million in 2003 as compared to $15.1 million in 2002 primarily due to net gain on sales of real estate investments of $8.6 million in 2002. During 2003, the Company sold eight office properties containing an aggregate of 343,000 net rentable square feet and two industrial properties containing an aggregate of 131,000 net rentable square feet for an aggregate of $41.4 million, realizing an aggregate gain of $9.7 million. During 2002, the Company sold 23 office properties containing an aggregate of 1.4 million net rentable square feet and 20 industrial properties containing an aggregate of .9 million net rentable square feet for an aggregate of $190.1 million, realizing a net gain of $8.6 million. The Company also recorded an impairment loss in 2002 of $665,000 related to one property held-for-sale for which the anticipated net sales price is less than the book value of the asset.

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Comparison of the Year Ended December 31, 2002 to the Year Ended December 31, 2001
 
    Year Ended December 31,

  Dollar   Percent  
    2002   2001   Change   Change  
   

 

 

 

 
    (amounts in thousands)

       
Revenue:
                         
Rents
  $ 248,075   $ 228,149   $ 19,926     8.7 %
Tenant reimbursements
    33,263     31,993     1,270     4.0 %
Other
    9,702     10,346     (644 )   -6.2  %
   

 

 

 

 
Total revenue
    291,040     270,488     20,552     7.6
Operating Expenses:
                         
Property operating expenses
    74,967     70,604     4,363     6.2 %
Real estate taxes
    25,196     22,435     2,761     12.3 %
Interest
    63,522     67,496     (3,974 )   -5.9 %
Depreciation and amortization
    56,431     67,224     (10,793 )   -16.1 %
Administrative expenses
    14,804     15,177     (373 )   -2.5 %
Non-recurring charges
        6,600     (6,600 )    
   

 

 

 

 
Total operating expenses
    234,920     249,536     (14,616 )   -5.9 %
   

 

 

 

 
Income from continuing operations before equity in
                         
income of real estate ventures, net gain on sales
                         
and minority interest
    56,120     20,952     35,168     167.9 %
Equity in income of real estate ventures
    987     2,768     (1,781 )   -64.3 %
   

 

 

 

 
Income from continuing operations before net gain
                         
on sales and minority interest
    57,107     23,720     33,387     140.8 %
Net gain on sales of interest in real estate
        4,524     (4,524 )   -100.0 %
Minority interest
    (9,265 )   (7,818 )   (1,447 )   -18.5 %
   

 

 

 

 
Income from continuing operations
    47,842     20,426     27,416     134.2 %
Income from discontinued operations, net of
                         
minority interest
    15,142     13,296     1,846     13.9 %
   

 

 

 

 
Net income
  $ 62,984   $ 33,722   $ 29,262     86.8 %
   

 

 

 

 

The results of operations for the years ended December 31, 2002 and 2001 include the respective operations of the Properties. Of the 238 Properties owned by the Company as of December 31, 2002, a total of 194 Properties containing an aggregate of 13.2 million net rentable square feet (“Same Store Properties”) were owned for the entire twelve-month periods ended December 31, 2002 and 2001. The following table set forth revenue and expense information as to these Same Store Properties for the twelve-month periods ended December 31, 2002 and 2001:

    Year Ended December 31,

  Dollar   Percent  
    2002   2001   Change   Change  
   

 

 

 

 
    (amounts in thousands)

       
Revenue:
                         
Rents
  $ 203,365   $ 207,071   $ (3,706 )   -1.8 %
Tenant reimbursements
    29,324     29,143     181     0.6 %
Other
    615     427     188     44.0 %
   

 

 

 

 
Total revenue
    233,304     236,641     (3,337 )   -1.4 %
Operating Expenses:
                         
Property operating expenses
    71,246     69,876     1,370     2.0 %
Real estate taxes
    21,909     20,779     1,130     5.4 %
   

 

 

 

 
Total operating expenses
    93,155     90,655     2,500     2.8 %
   

 

 

 

 
Property NOI
  $ 140,149   $ 145,986   $ (5,837 )   -4.0 %
   

 

 

 

 

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The following table is a reconciliation of income from continuing operations to Same Store net operating income:

    Year ended December 31,

 
    2002   2001  
   

 

 
    (amounts in thousands)  
Income from continuing operations
  $ 47,842   $ 20,426  
Add/(deduct):
             
Interest expense
    63,522     67,496  
Depreciation and amortization
    56,431     67,224  
Administrative expenses
    14,804     15,177  
Non-recurring charge
        6,600  
Equity in income of Real Estate Ventures
    (987 )   (2,768 )
Net gain on sale of interests in real estate
        (4,524 )
Minority interest attributable to continuing operations
    9,265     7,818  
   

 

 
Consolidated net operating income
    190,877     177,449  
Less: Net operating income of non same store properties
    (50,728 )   (31,463 )
   

 

 
Same Store net operating income
  $ 140,149   $ 145,986  
   

 

 

Revenue increased to $291.0 million for 2002 as compared to $270.5 million for 2001, primarily due to increased rental rates and additional properties in 2002, offset by decreased occupancy. The straight-line rent adjustment increased revenues by $5.8 million in 2002 and $5.4 million in 2001. Revenue for Same Store Properties decreased to $233.3 million in 2002 from $236.6 million in 2001. This decrease was the result of decreased occupancy in 2002 as compared to 2001. Average occupancy for the Same Store Properties decreased to 90.4% in 2002 from 94.5% in 2001. Other revenue represents lease termination fees, leasing commissions, third-party management fees and interest income. Other revenue decreased to $9.7 million in 2002 from $10.3 million in 2001 primarily due to reduced interest income earned in 2002 as compared to 2001.

Property operating expenses increased to $75.0 million in 2002 as compared to $70.6 million in 2001, primarily due to increased insurance and security costs and additional properties in 2002. Property operating expenses included a provision for doubtful accounts of $.9 million in 2002 and $2.9 million in 2001 to provide for increased tenant credit risk. Property operating expenses for the Same Store Properties increased to $71.2 million in 2002 as compared to $69.9 million in 2002 as a result of higher insurance and security costs.

Real estate taxes increased to $25.2 million in 2002 as compared to $22.4 million in 2001, primarily due to increased real estate tax assessments in 2002 and additional properties in 2002. Real estate taxes for the Same Store Properties increased to $21.9 million in 2002 as compared to $20.8 million in 2001 as a result of higher tax rates and property assessments.

Interest expense decreased to $63.5 million in 2002 as compared to $67.5 million in 2001, primarily due to decreased interest rates, partially offset by increased average borrowings during 2002. Average outstanding debt balances for 2002 were $1.0 billion as compared to $949.5 million for 2001. The Company’s weighted-average interest rate on its unsecured credit facilities after giving effect to hedging activities on the unsecured credit facilities decreased to 5.41% in 2002 from 6.48% in 2001 and on its mortgage notes payable decreased to 7.27% in 2002 from 7.39% in 2001.

Depreciation decreased to $50.8 million in 2002 as compared to $62.9 million in 2001 primarily due to a change made by the Company in the estimated useful lives of buildings from 25 to 40 years. The impact of this change in useful lives was $19.0 million or $.53 per share for the year ended December 31, 2002. Management determined that the longer period better reflected the useful lives of the buildings. Amortization, related to deferred leasing costs, increased to $5.6 million in 2002 as compared to $4.3 million in 2001, primarily due to increased leasing activity and additional properties in 2002.

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Administrative expenses decreased to $14.8 million in 2002 as compared to $15.2 million in 2001, primarily due to decreased amortization of restricted stock.

Equity in income of Real Estate Ventures decreased to $1.0 million in 2002 as compared to $2.8 million in 2001. The 2001 results include a $785,000 gain on the sale of the Company’s interests in a Real Estate Venture. In addition, the Company acquired the remaining partnership interests in three Real Estate Ventures, and, accordingly, the results attributable to these properties are now consolidated from the date of acquisition.

During 2002, the Company sold two land parcels containing an aggregate of 12.8 acres for $.7 million with no net gain realized. During 2001, the Company sold three office properties, eight industrial properties and four land parcels for $31.3 million, realizing a net gain of $4.5 million.

Minority interest from continuing operations represents the equity in income attributable to the portion of the Operating Partnership not owned by the Company. Minority interest from continuing operations increased to $9.3 million in 2002 as compared to $7.9 million in 2001, primarily due to increased results of continuing operations in 2002 as compared to 2001.

Discontinued operations increased to $15.1 million in 2002 from $13.3 million in 2001 primarily due to net gain on sales of real estate investments of $8.6 million in 2002. During 2002, the Company sold 23 office properties containing an aggregate of 1.4 million net rentable square feet and 20 industrial properties containing an aggregate of .9 million net rentable square feet for an aggregate of $190.1 million, realizing a net gain of $8.6 million. The Company also recorded an impairment loss in 2002 of $665,000 related to one property held-for-sale for which the anticipated net sales price was less than the book value of the asset.

LIQUIDITY AND CAPITAL RESOURCES
 
Cash Flows

During 2003, the Company generated $118.8 million in cash flow from operating activities. Other sources of cash in-flows consisted of: (i) $220.0 million of proceeds from the Term Loan and draws on the Credit Facility, (ii) $159.1 million in net proceeds from share issuances, (iii) $87.5 million of net proceeds from property sales, (iv) $3.3 million of cash distributions from Real Estate Ventures, (v) $2.5 million from payments on employee loans and (vi) $1.9 million of escrowed cash. During 2003, cash out-flows consisted of: (i) $222.0 million of Credit Facility repayments, (ii) $91.4 million of Preferred Share redemptions, including $1.2 million of related warrant repurchases, (iii) $82.1 million of mortgage note repayments, (iv) $78.8 million of distributions to shareholders, (v) $67.5 million for property acquisitions, (vi) $50.9 million to fund capital expenditures, (vii) $10.2 million of distributions to minority interest holders, (viii) $7.8 million of leasing costs, (ix) $.5 million of additional investment in Real Estate Ventures and (x) $.1 million of debt costs.

During 2002, the Company generated $128.8 million in cash flow from operating activities. Other sources of cash in-flows consisted of: (i) $115.0 million of proceeds from the Term Loan and draws on the Credit Facility, (ii) $78.0 million of net proceeds from property sales, (iii) proceeds from $20.2 million of additional mortgage notes payable, (iv) $2.6 million of escrowed cash, (v) $2.0 million of cash distributions from Real Estate Ventures and (vi) $1.7 million from payments on employee loans. During 2002, cash out-flows consisted of: (i) $102.3 million of Credit Facility repayments, (ii) $75.0 million of distributions to shareholders, (iii) $48.6 million of mortgage note repayments, (iv) $38.8 million to fund capital expenditures, (v) $25.1 million for property acquisitions, (vi) $20.2 million to repurchase Common Shares and minority interest units in the Operating Partnership, (vii) $13.1 million of leasing costs, (viii) $10.6 million of distributions to minority interest holders, (ix) $.7 million of debt costs and (x) $.4 million of additional investment in Real Estate Ventures.

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During 2001, the Company generated $152.0 million in cash flow from operating activities. Other sources of cash in-flows consisted of: (i) proceeds from $135.2 million of additional mortgage notes payable, (ii) $91.0 million of proceeds from draws on the Credit Facility, (iii) $31.3 million of net proceeds from property sales, (iv) $5.5 million of cash distributions from Real Estate Ventures and (v) $1.0 million from payments on employee loans. During 2001, cash out-flows consisted of: (i) $127.9 million of mortgage note repayments, (ii) $107.4 million to fund capital expenditures, (iii) $72.5 million of distributions to shareholders, (iv) $40.4 million for property acquisitions, (v) $35.0 million to repay borrowings under the Credit Facility, (vi) $10.7 million of distributions to minority interest holders, (vii) $9.2 million of leasing costs, (viii) $6.5 million to repurchase Common Shares and minority interest units in the Operating Partnership, (ix) $5.6 million of debt costs, (x) $2.5 million of additional investment in Real Estate Ventures and (xi) $1.0 million of escrowed cash.

Capitalization

At December 31, 2003, the Company maintained a $500 million Credit Facility. (See Item 1. Business-Credit Facility)

As of December 31, 2003, the Company had approximately $867.7 million of debt outstanding, consisting of $305.0 million of borrowings under the Credit Facility, $100 million of borrowings under the Term Loan and $462.7 million of mortgage notes payable. The mortgage notes payable consists of $402.3 million of fixed rate loans and $60.4 million of variable rate loans. Additionally, the Company has entered into interest rate swap agreements to fix the interest rate on $175 million of the Credit Facility. The mortgage loans mature between March 2004 and July 2027. As of December 31, 2003, the Company also had $10.7 million of letters of credit outstanding under the Credit Facility and $184.3 million of unused availability under the Credit Facility. For the year ended December 31, 2003, the weighted-average interest rate under the Credit Facility and the related swap agreements was 4.60%, the weighted-average interest rate for the Term Loan was 2.95% and the weighted-average interest rate for borrowings under mortgage notes payable and the related cap agreements was 7.09%.

The following table outlines the timing of payment requirements related to the Company’s commitments as of December 31, 2003:

    Payments by Period (in thousands)

 
                               
    Total   Less than
1 Year
  1-3 Years   3-5 Years   More than
5 Years
 
   

 

 

 

 

 
Mortgage notes payable:
                               
Fixed rate
  $ 402,321   $ 10,277   $ 24,759   $ 40,259   $ 327,026  
Variable rate
    24,815     172     407     552     23,684  
Construction loans
    35,523     35,523              
   

 

 

 

 

 
      462,659     45,972     25,166     40,811     350,710  
Revolving credit facility
    305,000     305,000              
Unsecured debt
    100,000         100,000          
Other liabilities
    11,027     10,279     748          
   

 

 

 

 

 
    $ 878,686   $ 361,251   $ 125,914   $ 40,811   $ 350,710  
   

 

 

 

 

 

The Company intends to refinance its mortgage notes payable as they become due or repay those that are secured by properties being sold. The Company expects to renegotiate its Credit Facility and Term Loan prior to maturity or extend their terms.

On January 12, 2004, we sold 2,645,000 Common Shares for net proceeds of approximately $69.3 million. We used the net proceeds to reduce the outstanding balance under our revolving credit facility.

On February 3, 2004, we entered into an agreement with Commonwealth Atlantic Operating Properties, Inc., the holder of 1,950,000 then outstanding Series B Preferred Units (the “Series B Preferred Units”) in the Operating Partnership. The Series B Preferred Units had an aggregate stated value of $97.5 million and accrued distributions at 7.25% per annum. During February 2004, we redeemed all of the Series B Preferred Units for an aggregate price of $93.0 million, together with accrued but unpaid distributions from January 1, 2004.

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On February 27, 2004, we sold 2,300,000 7.375% Series D Cumulative Redeemable Preferred Shares for net proceeds of approximately $55.5 million. We used the net proceeds to reduce the outstanding balance under our revolving credit facility, including amounts advanced under our revolving credit facility to fund the redemption of Series B Preferred Units.

On March 3, 2004, we sold 1,840,000 Common Shares for net proceeds of approximately $50.7 million. We used the net proceeds to reduce the outstanding balance under our revolving credit facility.

As of December 31, 2003, the Company’s debt-to-market capitalization ratio was 40.5%. As a general policy, the Company intends, but is not obligated, to adhere to a policy of maintaining a long-term average debt-to-market capitalization ratio of no more than 50%.

The Company’s Board of Trustees approved a share repurchase program authorizing the Company to repurchase up to 4,000,000 of its outstanding Common Shares. Through December 31, 2003, the Company had repurchased 3.2 million of its Common Shares at an average price of $17.75 per share. Under the share repurchase program, the Company has the authority to repurchase an additional 762,000 shares. No time limit has been placed on the duration of the share repurchase program. The following table summarizes the share repurchases during the three years ended December 31, 2003:

    Years Ended December 31,

 
    2003   2002   2001  
   

 

 

 
Repurchased amount (shares)
        491,074     373,713  
Repurchased amount ($, in thousands)
  $   $ 11,053   $ 7,294  
Average price per share
  $   $ 22.51   $ 19.52  

The following table summarized the Class A Units tendered for redemption during the three years ended December 31, 2003:

    Years Ended December 31,

 
    2003   2002   2001  
   

 

 

 
Repurchased amount (units)
        364,222     3,247  
Repurchased amount ($, in thousands)
  $   $ 8,536   $ 64  
Average price per unit
  $   $ 23.44   $ 19.72  
 
Short- and Long-Term Liquidity

The Company believes that cash flow from operations and current financing alternatives are adequate to fund its short-term liquidity requirements for 2004. Cash flow from operations is generated primarily from rental revenues, operating expense reimbursements from tenants, and by providing management services to third parties. The Company intends to use these funds to meet its principal short-term liquidity needs, which are to fund operating expenses, debt service requirements, recurring capital expenditures, tenant allowances, leasing commissions and the minimum distributions required to maintain the Company’s REIT qualifications under the Internal Revenue Code.

On December 18, 2003, the Board of Trustees declared a quarterly dividend distribution of $0.44 per share, paid on January 15, 2004 to common shareholders of record as of December 31, 2003. Distributions of $1.76 per share were declared in 2003 and 2002.

Future distributions by us will be declared at the discretion of the Board of Trustees and will depend on our actual cash flow, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986 and such other factors as our Board of Trustees deems relevant.

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The Company expects to meet its long-term liquidity requirements, such as for property acquisitions, development, investments in real estate ventures, scheduled debt maturities, major renovations, expansions and other significant capital improvements, through borrowings under its Credit Facility, long-term secured and unsecured indebtedness, the issuance of equity securities and the disposition of certain properties.

Off-Balance Sheet Arrangements

The Company is not dependent on the use of any off-balance sheet financing arrangements for liquidity. The Company’s off-balance sheet arrangements are discussed in Note 6 to the financial statements: “Investment in Unconsolidated Real Estate Ventures”.  Additional information about the debt of the Company’s unconsolidated Real Estate Ventures is included in “Item 2 — Properties”.

Inflation

A majority of the Company’s leases provide for escalations of real estate taxes and operating expenses either on a triple net basis or over a base amount. In addition, many of the office leases provide for fixed base rent increases. The Company believes that inflationary increases in expenses will be significantly offset by expense reimbursement and contractual rent increases.

Interest Rate Risk and Sensitivity Analysis

The analysis below presents the sensitivity of the market value of the Company’s financial instruments to selected changes in market rates. The range of changes chosen reflects the Company’s view of changes which are reasonably possible over a one-year period. Market values are the present value of projected future cash flows based on the market rates chosen.

The Company’s financial instruments consist of both fixed and variable rate debt. As of December 31, 2003, the Company’s consolidated debt consisted of $402.3 million in fixed rate mortgages and $60.4 million in variable rate mortgage notes, $305.0 million borrowings under its Credit Facility and $100.0 million under its Term Loan. All financial instruments were entered into for other than trading purposes and the net market value of these financial instruments is referred to as the net financial position. Changes in interest rates have different impacts on the fixed and variable rate portions of the Company’s debt portfolio. A change in interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows. A change in interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.

The Company has entered into interest rate swap and rate cap agreements designed to reduce the impact of interest rate changes on its variable rate debt. At December 31, 2003, the Company had interest rate swap agreements for notional principal amounts aggregating $175 million. The swap agreements effectively fix the LIBOR interest rate on $100 million of Credit Facility borrowings at 4.230% and on $75 million of Credit Facility borrowings at 4.215%, in each case until June 2004. The interest rate cap agreement effectively limits the interest rate on a mortgage with a notional value of $28 million at 8.7% until July 2004. The impact of the cap agreement is recorded as a component of interest expense.

If market rates of interest on our variable rate debt increase by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $3.8 million. If market rates of interest on our variable rate debt decrease by 1%, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by approximately $3.8 million. If market rates of interest increase by 1%, the fair value of our total outstanding debt would decrease by approximately $24.5 million. If market rates of interest decrease by 1%, the fair value of our total outstanding debt would increase by approximately $27.1 million.

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Item 7A. Quantitative and Qualitative Disclosure About Market Risk

See discussion in Management’s Discussion and Analysis included in Item 7 herein.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary financial data are listed under Item 15(a) and filed as part of this Annual Report on Form 10-K. See Item 15.

PricewaterhouseCoopers LLP (“PWC”) is the Company’s independent public auditors. KPMG LLP (“KPMG”) provides the Company with tax compliance and advisory services. The Audit Committee of the Board of Trustees of the Company has approved the provision of services by PWC and KPMG to the Company. See Item 9.

Report of Management

The management of the Company is responsible for the preparation of the financial statements and related financial information included in this annual report. The statements were prepared in conformity with accounting principles generally accepted in the United States of America and, accordingly, include amounts that are based on informed estimates and judgments.

Management maintains a system of internal controls to provide reasonable assurance that assets are safeguarded and that transactions are properly authorized and accurately recorded. The concept of reasonable assurance is based on the recognition that there are inherent limitations in all systems of internal accounting control and that the costs of such systems should not exceed the benefits expected to be derived. The Company continually reviews and modifies these systems, where appropriate, to maintain such assurance. The system of internal controls includes careful selection, training and development of operating and financial personnel, well-defined organizational responsibilities and communication of Company policies and procedures throughout the organization.

The selection of the Company’s independent auditors, PWC, has been approved by the Audit Committee of the Board of Trustees. The Audit Committee of the Board of Trustees, comprised solely of non-employee Trustees, meets periodically with the Company’s independent auditors and management to review the financial statements and related information and to confirm that they are properly discharging their responsibilities. In addition, the independent auditors meet with the Audit Committee, without the presence of management, to discuss their findings and their observations on other relevant matters. Recommendations made by PWC are considered and appropriate action is taken to respond to these recommendations.

Gerard H. Sweeney, President and Chief Executive Officer
Christopher P. Marr, Senior Vice President and Chief Financial Officer
Bradley W. Harris, Vice President and Chief Accounting Officer *

* Mr. Harris’ employment with the Company terminates on March 12, 2004.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On May 23, 2002, the Company dismissed Arthur Andersen LLP (“Arthur Andersen”) as its independent public accountants and appointed KPMG LLP (“KPMG”) as its independent public accountants. The decision to dismiss Arthur Andersen and to retain KPMG was approved by the Audit Committee. Arthur Andersen’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s fiscal years ended December 31, 2001 and 2000, and the subsequent interim period through May 30, 2002, there were no disagreements between the Company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Arthur Andersen’s satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their reports.

None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the Company’s fiscal years ended December 31, 2001 and 2000 and the subsequent interim period through May 30, 2002.

A copy of Arthur Andersen’s letter dated May 30, 2002 with respect to certain of the above statements is attached as Exhibit 16 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 30, 2002.

During the Company’s fiscal years ended December 31, 2001 and 2000, and the subsequent interim period through May 30, 2002, neither the Company nor anyone acting on behalf of the Company consulted with KPMG regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.

On June 19, 2003, the Company informed KPMG that they would be dismissed effective as of June 19, 2003.

The audit report of KPMG on the Company’s consolidated financial statements for the years ended December 31, 2002 and 2001 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. During its audit for the fiscal years ended December 31, 2002 and 2001, and for the subsequent interim period through June 25, 2003, (i) there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference to the subject matter of such disagreements in their reports, and (ii) there have been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Audit Committee authorized the dismissal of KPMG and appointment of PWC. The Company retained PWC as its independent accountants effective June 19, 2003.

During the Company’s fiscal years ended December 31, 2002 and 2001, and for the subsequent interim period through June 25, 2003, neither the Company nor anyone acting on behalf of the Company engaged PWC regarding any of the items described in Item 304(a)(2) of Regulation S-K.

A copy of KPMG’s letter dated June 25, 2003 with respect to certain of the above statements is attached as Exhibit 16.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 25, 2003.

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Item 9A. Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this annual report, have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in rules and forms of the Securities and Exchange Commission.

PART III

Item 10. Trustees and Executive Officers of the Registrant

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Shareholders expected to be held on May 3, 2004.

The Company has adopted a code of ethics that applies to its employees, including its principal executive officer, principal financial officer and principal accounting officer. The Company has posted its code of ethics on its internet website at www.brandywinerealty.com.

Item 11. Executive Compensation

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Shareholders expected to be held on May 3, 2004.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Shareholders expected to be held on May 3, 2004.

Item 13. Certain Relationships and Related Transactions

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Shareholders expected to be held on May 3, 2004.

Item 14. Principal Accountant Fees and Services

Audit Fees. Fees to PWC for audit services totaled approximately $413,000 in 2003, including fees associated with the annual audit, review of the Company’s quarterly reports on Form 10-Q and procedures relating to Company securities offerings. The Company did not pay PWC fees for audit services in 2002. Fees to KPMG for audit services totaled approximately $320,000 in 2003 and approximately $692,000 in 2002, including fees associated with the annual audit for 2002, review of the Company’s quarterly reports on Form 10-Q and procedures relating to Company securities offerings.

Audit-Related Fees. The Company did not pay either PWC or KPMG fees for audit-related services in 2003 or 2002.

Tax Fees. The Company did not pay PWC fees for tax services in 2003 or 2002. Fees to KPMG for tax services, including tax advice and tax planning, totaled approximately $267,000 in 2003 and $106,000 in 2002. Fees to KPMG for tax compliance services totaled approximately $162,000 in 2003 and $201,000 in 2002.

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All Other Fees. The Company did not pay other fees to PWC or KPMG for services provided to the Company in 2003 or 2002.

We have been advised by each of PWC and KPMG that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.

All audit related services, tax services and other services were pre-approved by the Audit Committee, which concluded that the provision of such services by PWC or KPMG, respectively, was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The charter of the Audit Committee provides for pre-approval of audit, audit-related, tax services and other services on an annual basis, including a review of the independent auditor’s audit procedures and risk assessment process in establishing the scope of the services, proposed fees and reports to be rendered.

PART IV

Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
       
   
(a)
1. and 2. Financial Statements and Schedules

The financial statements and schedules listed below are filed as part of this annual report on the pages indicated.

Index to Financial Statements and Schedules
 
      Page  
         
Report of Independent Public Auditors
    F-1  
         
Consolidated Balance Sheets as of December 31, 2003 and December 31, 2002
    F-3  
         
Consolidated Statements of Operations for the Years Ended December 31, 2003, 2002 and 2001
    F-4  
         
Consolidated Statements of Beneficiaries’ Equity and Comprehensive Income for the Years Ended December 31, 2003, 2002 and 2001
    F-5  
         
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001
    F-6  
         
Notes to Consolidated Financial Statements
    F-7  
         
Schedule II — Valuation and Qualifying Accounts
    F-29  
         
Schedule III — Real Estate and Accumulated Depreciation
    F-30  
         
   
3.
Exhibits
       
Exhibits No.
Description  
(1)
3.1.1
Amended and Restated Declaration of Trust of the Company (amended and restated as of May 12, 1997)  
(2)
3.1.2
Articles of Amendment to Declaration of Trust of the Company (September 4, 1997)  
(3)
3.1.3
Articles of Amendment to Declaration of Trust of the Company  
(4)
3.1.4
Articles Supplementary to Declaration of Trust of the Company (September 28, 1998)  

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Exhibits No.
Description  
(5)
3.1.5 Articles of Amendment to Declaration of Trust of the Company (March 19, 1999)  
(6)
3.1.6 Articles Supplementary to Declaration of Trust of the Company (April 19, 1999)  
(7)
3.1.7 Articles Supplementary to Declaration of Trust of the Company (December 30, 2003)  
(8)
3.1.8 Articles Supplementary to Declaration of Trust of the Company (February 5, 2004)  
(9)
3.2 Amended and Restated Bylaws of the Company  
(10)
10.1 Second Amended and Restated Partnership Agreement of Brandywine Realty Services Partnership  
(11)
10.2 Amended and Restated Articles of Incorporation of Brandywine Realty Services Corporation  
(12)
10.3 Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (the “Operating Partnership”)  
(12)
10.4 Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of the Operating Partnership  
(12)
10.5 First Amendment to Amended and Restated Agreement of the Operating Partnership  
(13)
10.6 Second Amendment to the Amended and Restated Agreement of Limited Partnership Agreement of the Operating Partnership  
(14)
10.7 Third Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership  
(14)
10.8 Tax Indemnification Agreement dated May 8, 1998, by and between the Operating Partnership and the parties identified on the signature page  
(15)
10.9 Contribution Agreement dated as of July 10, 1998 (Axinn)  
(15)
10.10 Form of Donald E. Axinn Options **  
(4)
10.11 Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership  
(4)
10.12 Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership  
(4)
10.13 Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership  
 
10.14 Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership  
 
10.15 Eighth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership  
 
10.16 Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership  
 
10.17 Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership  
 
10.18 Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership  
 
10.19 Twelfth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership  
(4)
10.20 First Amendment to Contribution Agreement (Axinn)  
(16)
10.21 Form of Board of Trustees Designation Letter (Lazard)  
(9)
10.22 Agreement dated as of December 31, 2001 with Anthony A. Nichols, Sr. **  
(10)
10.23 Amended and Restated Employment Agreement dated as of May 7, 2002 of Gerard H. Sweeney**  
(5)
10.24 Amended and Restated Non-Qualified Stock Option Award to Anthony A. Nichols, Sr. **  
(5)
10.25 Amended and Restated Non-Qualified Stock Option Award to Gerard H. Sweeney **  
(5)
10.26 Severance Agreement (Anthony S. Rimikis) **  
(5)
10.27 Third Amendment to Restricted Share Award to Gerard H. Sweeney.**  
(5)
10.28 Restricted Share Award to Anthony S. Rimikis.**  
(17)
10.29 Restricted Share Award to Gerard H. Sweeney **  
(18)
10.30 Fourth Amendment to Restricted Share Award to Gerard H. Sweeney**  
(18)
10.31 Severance Agreement (Barbara L. Yamarick)**  
(18)
10.32 Severance Agreement (Anthony A. Nichols, Jr.)**  

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Exhibits No.
Description  
(18)
10.33 Severance Agreement (H. Jeffrey De Vuono)**  
(18)
10.34 Severance Agreement (George Sowa)**  
(18)
10.35 Severance Agreement (Bradley W. Harris)**  
(18)
10.36 Restricted Share Award to Gerard H. Sweeney**  
(18)
10.37 Restricted Share Award to Anthony S. Rimikis**  
(18)
10.38 Restricted Share Award to Barbara L. Yamarick**  
(18)
10.39 Restricted Share Award to Anthony A. Nichols, Jr.**  
(18)
10.40 Restricted Share Award to H. Jeffrey De Vuono**  
(18)
10.41 Restricted Share Award to George Sowa**  
(18)
10.42 Restricted Share Award to Bradley W. Harris**  
(19)
10.43 2002 Restricted Share Award for Gerard H. Sweeney**  
(19)
10.44 2002 Form of Restricted Share Award for Executive Officers**  
(20)
10.45 Third Amended and Restated Credit Agreement  
(21)
10.46 Term Credit Agreement  
(21)
10.47 Consent and First Amendment to Third Amended and Restated Credit Agreement  
(21)
10.48 Second Amendment to Third Amended and Restated Credit Agreement  
(22)
10.49 2002 Restricted Share Award to Christopher P. Marr**  
(22)
10.50 Severance Agreement to Christopher P. Marr**  
(23)
10.51 2002 Non-Qualified Option to Gerard H. Sweeney**  
(11)
10.52 Executive Deferred Compensation Plan**  
(11)
10.53 2003 Restricted Share Award to Gerard H. Sweeney**  
(11)
10.54 2003 Restricted Share Award to Anthony S. Rimikis**  
(11)
10.55 2003 Restricted Share Award to Barbara L. Yamarick**  
(11)
10.56 2003 Restricted Share Award to Anthony A. Nichols, Jr.**  
(11)
10.57 2003 Restricted Share Award to H. Jeffrey DeVuono**  
(11)
10.58 2003 Restricted Share Award to George D. Sowa**  
(11)
10.59 2003 Restricted Share Award to Bradley W. Harris**  
(11)
10.60 2003 Restricted Share Award to Brad A. Molotsky**  
(11)
10.61 2003 Restricted Share Award to Christopher P. Marr**  
(24)
10.62 Letter to Cohen & Steers Capital Management, Inc.  
(7)
10.63 Redemption and Conversion Agreement with Five Arrows Realty Securities III L.L.C.  
(25)
10.64 Purchase Agreement with Commonwealth Atlantic Operating Properties Inc.  
 
12.1 Statement re Computation of Ratios  
 
14.1 Code of Business Conduct and Ethics  
 
21.1 List of Subsidiaries of the Company  
 
23.1 Consent of KPMG LLP  
 
23.2 Consent of PricewaterhouseCoopers LLP  
 
31.1 Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934  
 
31.2 Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934  
 
32.1 Certification Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934  
 
32.2 Certification Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934  
   
1.
Previously filed as an exhibit to the Company’s Form 8-K dated June 9, 1997 and incorporated herein by reference.
   
2.
Previously filed as an exhibit to the Company’s Form 8-K dated September 10, 1997 and incorporated herein by reference.
   
3.
Previously filed as an exhibit to the Company’s Form 8-K dated June 3, 1998 and incorporated herein by reference.
   
4.
Previously filed as an exhibit to the Company’s Form 8-K dated October 13, 1998 and incorporated herein by reference.

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5.
Previously filed as an exhibit to the Company’s Form 10-K for the fiscal year ended December 31, 1999 and incorporated herein by reference.
   
6.
Previously filed as an exhibit to the Company’s Form 8-K dated April 26, 1999 and incorporated herein by reference.
   
7.
Previously filed as an exhibit to the Company’s Form 8-A dated December 29, 2003 and incorporated herein by reference.
   
8.
Previously filed as an exhibit to the Company’s Form 8-A dated February 5, 2004 and incorporated herein by reference.
   
9.
Previously filed as an exhibit to the Company’s Form 8-K dated October 14, 2003 and incorporated herein by reference.
   
10.
Previously filed as an exhibit to the Company’s Registration statement of Form S-11 (File No. 33-4175) and incorporated herein by reference.
   
11.
Previously filed as an exhibit to the Company’s Form 10-K for the fiscal year ended December 31, 2002 and incorporated herein by reference.
   
12.
Previously filed as an exhibit to the Company’s Form 8-K dated December 17, 1997 and incorporated herein by reference.
   
13.
Previously filed as an exhibit to the Company’s Form 8-K dated August 13, 1998 and incorporated herein by reference.
   
14.
Previously filed as an exhibit to the Company’s Form 8-K dated May 14, 1998 and incorporated herein by reference.
   
15.
Previously filed as an exhibit to the Company’s Form 8-K dated July 30, 1998 and incorporated herein by reference.
   
16.
Previously filed as an exhibit to the Company’s Form 8-K dated August 13, 1998 and incorporated herein by reference.
   
17.
Previously filed as an exhibit to the Company’s Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference.
   
18.
Previously filed as an exhibit to the Company’s Form 10-K for the fiscal year ended December 31, 2000 and incorporated herein by reference.
   
19.
Previously filed as an exhibit to the Company’s Form 10-Q for the quarter ended June 30, 2002 and incorporated herein by reference.
   
20.
Previously filed as an exhibit to the Company’s Form 8-K dated July 12, 2001 and incorporated herein by reference.
   
21.
Previously filed as an exhibit to the Company’s Form 8-K dated July 16, 2002 and incorporated herein by reference.
   
22.
Previously filed as an exhibit to the Company’s Form 8-K dated August 27, 2002 and incorporated herein by reference.
   
23.
Previously filed as an exhibit to the Company’s Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference.

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24.
Previously filed as an exhibit to the Company’s Form 10-Q for the quarter ended June 30, 2003 and incorporated herein by reference.
   
25.
Previously filed as an exhibit to the Company’s Form 8-K dated February 3, 2004 and incorporated herein by reference.

** Management contract or compensatory plan or arrangement.

 
(b)
Reports on Form 8-K

During the three months ended December 31, 2003 and through March 12, 2004, the Company filed or furnished the following:

  (i)
Current Report on Form 8-K filed October 14, 2003 (reporting under Items 5 and 7).
     
  (ii)
Current Report on Form 8-K filed October 15, 2003 (reporting under Items 5 and 7).
     
  (iii)
Current Report on Form 8-K furnished October 24, 2003 (reporting under Items 7, 9 and 12).
     
  (iv)
Current Report on Form 8-K filed December 9, 2003 (reporting under Items 5 and 7).
     
  (v)
Current Report on Form 8-K filed December 24, 2003 (reporting under Item 5).
     
  (vi)
Current Report on Form 8-K filed December 29, 2003 (reporting under Items 5 and 7).
     
  (vii)
Current Report on Form 8-K filed January 7, 2004 (reporting under Items 5 and 7).
     
  (viii) Current Report on Form 8-K filed February 3, 2004 (reporting under Items 5 and 7).
     
  (ix)
Current Report on Form 8-K filed February 5, 2004 (reporting under Items 5 and 7).
     
  (x)
Current Report on Form 8-K furnished February 12, 2004 (reporting under Items 7 and 12).
     
  (xi)
Current Report on Form 8-K filed February 27, 2004 (reporting under Items 5 and 7).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   BRANDYWINE REALTY TRUST
    
  By:

/ s/ Gerard H. Sweeney
Gerard H. Sweeney

    President and Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature
    Title     Date  

   
   
 
               
/s/ Anthony A. Nichols, Sr.
Anthony A. Nichols, Sr.
    Chairman of the Board and Trustee     March 12, 2004  
               
/s/ Gerard H. Sweeney
Gerard H. Sweeney
    President, Chief Executive Officer and Trustee (Principal Executive Officer)     March 12, 2004  
               
/s/ Christopher P. Marr
Christopher P. Marr
    Senior Vice President and Chief Financial Officer (Principal Financial Officer)     March 12, 2004  
               
/s/ Bradley W. Harris
Bradley W. Harris
    Vice President and Chief Accounting Officer (Principal Accounting Officer)     March 12, 2004  
               
/s/ Walter D’Alessio
Walter D’Alessio
    Trustee     March 12, 2004  
               
/s/ Charles P. Pizzi
Charles P. Pizzi
    Trustee     March 12, 2004  
               
/s/ Donald E. Axinn
Donald E. Axinn
    Trustee     March 12, 2004  
               
/s/ Robert C. Larson
Robert C. Larson
    Trustee     March 12, 2004  
               
/s/ D. Pike Aloian
D. Pike Aloian
    Trustee     March 12, 2004  

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REPORT OF INDEPENDENT AUDITORS

To the Board of Trustees and Shareholders:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) and (2) present fairly, in all material respects, the consolidated financial position of Brandywine Realty Trust and its subsidiaries (the “Company”) at December 31, 2003, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the consolidated financial statement schedules listed in the index appearing under Item 15(a)(1) and (2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These consolidated financial statements and consolidated financial statement schedules are the responsibility of the Company’s management; our responsibility is to express an opinion on these consolidated financial statements and consolidated financial statement schedules based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 20, 2004

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INDEPENDENT AUDITORS’ REPORT

To the Shareholders and Board of Trustees
of Brandywine Realty Trust:

We have audited the consolidated balance sheet of Brandywine Realty Trust and subsidiaries as of December 31, 2002 and the related consolidated statements of operations, beneficiaries’ equity and comprehensive income and cash flows for each of the years in the two-year period ended December 31, 2002. These consolidated financial statements and are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Brandywine Realty Trust and subsidiaries as of December 31, 2002 and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States.

As discussed in note 2 to the consolidated financial statements, effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Also, as discussed in note 2 to the consolidated financial statements, on January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.

/s/ KPMG LLP

Philadelphia, Pennsylvania
February 26, 2003, except as to Notes 9, 12, and 13 which are dated as of December 31, 2003

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BRANDYWINE REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(in thousands, except number of shares)

    December 31,

 
    2003   2002  
   

 

 
ASSETS
             
Real estate investments:
             
Operating properties
  $ 1,869,744   $ 1,890,009  
Accumulated depreciation
    (268,091 )   (245,230 )
   

 

 
      1,601,653     1,644,779  
Construction-in-progress
    29,787     41,986  
Land held for development
    63,915     59,216  
   

 

 
      1,695,355     1,745,981  
               
Cash and cash equivalents
    8,552     26,801  
Escrowed cash
    14,388     16,318  
Accounts receivable, net
    5,206     3,657  
Accrued rent receivable, net
    26,652     28,333  
Marketable securities
    12,052     11,872  
Assets held for sale
    5,317     7,666  
Investment in real estate ventures, at equity
    15,853     14,842  
Deferred costs, net
    27,269     29,271  
Other assets
    45,132     34,547  
   

 

 
Total assets
  $ 1,855,776   $ 1,919,288  
   

 

 
LIABILITIES AND BENEFICIARIES’ EQUITY
             
Mortgage notes payable
  $ 462,659   $ 597,729  
Borrowings under Credit Facility
    305,000     307,000  
Unsecured term loan
    100,000     100,000  
Accounts payable and accrued expenses
    30,290     27,576  
Distributions payable
    20,947     21,186  
Tenant security deposits and deferred rents
    16,123     22,276  
Other liabilities
    15,360     22,006  
Liabilities related to assets held for sale
    52     20  
   

 

 
Total liabilities
    950,431     1,097,793  
               
Minority interest
    134,357     135,052  
               
Commitments and contingencies
         
Beneficiaries’ equity:
             
Preferred Shares (shares authorized-10,000,000):
             
7.25% Series A Preferred Shares, $0.01 par value;
             
issued and outstanding-750,000
             
in 2003 and 2002
    8     8  
8.75% Series B Preferred Shares, $0.01 par value;
             
issued and outstanding- no shares
             
in 2003 and 4,375,000 in 2002
        44  
7.50% Series C Preferred Shares, $0.01 par value;
             
issued and outstanding-2,000,000 in 2003
             
and no shares issued and outstanding in 2002
    20      
Common Shares of beneficial interest, $0.01 par value;
             
shares authorized-100,000,000; issued and outstanding–
             
41,040,710 in 2003 and 35,226,315 in 2002
    410     352  
Additional paid-in capital
    936,730     841,659  
Share warrants
    401     401  
Cumulative earnings
    309,343     225,010  
Accumulated other comprehensive loss
    (2,158 )   (6,402 )
Cumulative distributions
    (473,766 )   (374,629 )
   

 

 
Total beneficiaries’ equity
    770,988     686,443  
   

 

 
Total liabilities and beneficiaries’ equity
  $ 1,855,776   $ 1,919,288  
   

 

 

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

 

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BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share information)

    Year ended December 31,

 
    2003   2002   2001  
   

 

 

 
Revenue:
                   
Rents
  $ 256,945   $ 248,075   $ 228,149  
Tenant reimbursements
    37,755     33,263     31,993  
Other
    10,959     9,702     10,346  
   

 

 

 
Total revenue
    305,659     291,040     270,488  
                     
Operating Expenses:
                   
Property operating expenses
    80,817     74,967     70,604  
Real estate taxes
    27,919     25,196     22,435  
Interest
    57,835     63,522     67,496  
Depreciation and amortization
    60,592     56,431     67,224  
Administrative expenses
    14,464     14,804     15,177  
Non-recurring charges
            6,600  
   

 

 

 
Total operating expenses
    241,627     234,920     249,536  
   

 

 

 
Income from continuing operations before equity in income of real estate ventures, net gains on sales and minority interest
    64,032     56,120     20,952  
Equity in income of real estate ventures
    52     987     2,768  
   

 

 

 
Income from continuing operations before net gains on sales and minority interest
    64,084     57,107     23,720  
Net gains on sales of interests in real estate
    20,537         4,524  
   

 

 

 
Income before minority interest
    84,621     57,107     28,244  
Minority interest attributable to continuing operations
    (10,141 )   (9,265 )   (7,818 )
   

 

 

 
Income from continuing operations
    74,480     47,842     20,426  
Discontinued operations:
                   
Income from discontinued operations
    2,156     7,467     14,100  
Net gain on disposition of discontinued operations
    9,690     8,562      
Minority interest
    (517 )   (887 )   (804 )
   

 

 

 
Income from discontinued operations
    11,329     15,142     13,296  
   

 

 

 
Net income
    85,809     62,984     33,722  
Income allocated to Preferred Shares
    (11,906 )   (11,906 )   (11,906 )
Preferred Share redemption/conversion charge
    (20,598 )        
   

 

 

 
Income allocated to Common Shares
  $ 53,305   $ 51,078   $ 21,816  
   

 

 

 
Basic earnings per Common Share:
                   
Continuing operations
  $ 1.09   $ 0.97   $ 0.20  
Discontinued operations
    0.31     0.43     0.37  
   

 

 

 
    $ 1.40   $ 1.40   $ 0.57  
   

 

 

 
Diluted earnings per Common Share:
                   
Continuing operations
  $ 1.09   $ 0.97   $ 0.20  
Discontinued operations
    0.31     0.42     0.37  
   

 

 

 
    $ 1.40   $ 1.39   $ 0.57  
   

 

 

 

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

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BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF BENEFICIARIES’ EQUITY AND COMPREHENSIVE INCOME
For the years ended December 31, 2003, 2002 and 2001
(in thousands, except number of shares)

    Number of
Preferred
A Shares
  Par Value of
Preferred
A Shares
  Number of
Preferred
B Shares
  Par Value of
Preferred
B Shares
  Number of
Preferred
C Shares
  Par Value of
Preferred
C Shares
  Number of
Common
Shares
  Par Value of
Common
Shares
  Additional
Paid-in
Capital
  Employee
Stock
Loans
  Share
Warrants
  Cumulative
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
  Cumulative
Distributions
  Total  
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
BALANCE, January 1, 2001
    750,000   $ 8     4,375,000   $ 44       $     35,681,314   $ 357   $ 854,375   $ (6,837 ) $ 908   $ 131,256   $ (1,731 ) $ (226,212 ) $ 752,168  
Comprehensive income:
                                                                                           
Net income
                                                                      33,722                 33,722  
Other comprehensive income:
                                                                                           
Cumulative effect of adopting SFAS 133
                                                                            (1,300 )            
Unrealized loss on derivative financial instruments
                                                                            (3,371 )            
Unrealized gain on available-for-sale securities
                                                                            1,815              
                                                                           
             
Total other comprehensive income
                                                                            (2,856 )         (2,856 )
                                                                                       
 
Total comprehensive income
                                                                                        30,866  
Vesting of Restricted Stock
                                        175,411     2     3,983                                   3,985  
Repurchase of Common Shares
                                        (373,713 )   (4 )   (7,290 )                                 (7,294 )
Employee stock loans used to purchase Common Shares
                                        71,276     1     1,385     (1,386 )                            
Payment/forgiveness of employee stock loans
                                                          2,524                             2,524  
Accretion of Preferred Share discount
                                                    1,476                 (1,476 )                
Exercise of warrants/options
                                        86,647           (17 )         (507 )                     (524 )
Preferred Share distributions
                                                                                  (11,906 )   (11,906 )
Distributions ($1.70 per share)
                                                                                  (61,663 )   (61,663 )
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
BALANCE, December 31, 2001
    750,000     8     4,375,000     44             35,640,935     356     853,912     (5,699 )   401     163,502     (4,587 )   (299,781 )   708,156  
Comprehensive income:
                                                                                           
Net income
                                                                      62,984                 62,984  
Other comprehensive income:
                                                                                           
Unrealized loss on derivative financial instruments
                                                                            (2,548 )            
Unrealized gain on available-for-sale securities
                                                                            733              
                                                                           
             
Total other comprehensive income
                                                                            (1,815 )         (1,815 )
                                                                                       
 
Total comprehensive income
                                                                                        61,169  
Vesting of Restricted Stock
                                        76,454     1     1,895                                   1,896  
Repurchase of Common Shares
                                        (491,074 )   (5 )   (11,048 )                                 (11,053 )
Payment/forgiveness of employee stock loans
                                                          1,658                             1,658  
Accretion of Preferred Share discount
                                                    1,476                 (1,476 )                
Amortization of stock options
                                                    43                                   43  
Exercise of warrants/options
                                                    (578 )                                 (578 )
Preferred Share distributions
                                                                                  (11,906 )   (11,906 )
Distributions ($1.76 per share)
                                                                                  (62,942 )   (62,942 )
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
BALANCE, December 31, 2002
    750,000     8     4,375,000     44             35,226,315     352     845,700     (4,041 )   401     225,010     (6,402 )   (374,629 )   686,443  
Comprehensive income:
                                                                                           
Net income
                                                                      85,809                 85,809  
Other comprehensive income:
                                                                                           
Unrealized loss on derivative financial instruments
                                                                            4,194              
Unrealized gain on available-for-sale securities
                                                                            50              
                                                                           
             
Total other comprehensive income
                                                                            4,244           4,244  
                                                                                       
 
Total comprehensive income
                                                                                        90,053  
Vesting of Restricted Stock
                                        82,912     1     1,767                                   1,768  
Issuance of Preferred Shares
                            2,000,000     20                 47,892                                   47,912  
Conversion of Preferred Shares
                (1,093,750 )   (11 )               1,093,750     11     3,828                             (3,828 )    
Redemption of Preferred Shares
                (3,281,250 )   (33 )                           (74,647 )                           (16,770 )   (91,450 )
Issuance of Common Shares
                                        4,587,500     46     110,936                                   110,982  
Conversion of Class A minority interest units
                                        50,233     1     1,205                                   1,206  
Payment/forgiveness of employee stock loans
                                                          2,509                             2,509  
Accretion of Preferred Share discount
                                                    1,476                 (1,476 )                
Amortization of stock options
                                                    104                                   104  
Preferred Share distributions
                                                                                  (11,906 )   (11,906 )
Distributions ($1.76 per share)
                                                                                  (66,633 )   (66,633 )
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
BALANCE, December 31, 2003
    750,000   $ 8       $     2,000,000   $ 20     41,040,710   $ 411   $ 938,261   $ (1,532 ) $ 401   $ 309,343   $ (2,158 ) $ (473,766 ) $ 770,988  
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

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BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

  Year ended December 31,

 
  2003   2002   2001  
   

 

 

 
Cash flows from operating activities:
                   
Net income
  $ 85,809   $ 62,984   $ 33,722  
Adjustments to reconcile net income to net cash from operating activities:
                   
Depreciation
    54,353     52,944     73,031  
Amortization:
                   
Deferred financing costs
    2,304     1,795     3,790  
Deferred leasing costs
    7,032     5,820     5,158  
Deferred compensation costs
    2,869     3,182     3,710  
Straight-line rental income
    (5,917 )   (5,930 )   (6,206 )
Provision for doubtful accounts
    189     894     2,867  
Net gain on sales of interests in real estate
    (30,227 )   (8,562 )   (4,524 )
Non-recurring charge
            6,600  
Impairment loss on assets held-for-sale
        665      
Minority interest
    10,658     10,152     8,622  
Changes in assets and liabilities:
                   
Accounts receivable
    (1,462 )   2,582     (212 )
Other assets
    (4,232 )   11,029     17,464  
Accounts payable and accrued expenses
    1,911     (6,040 )   4,292  
Tenant security deposits and deferred rents
    (2,432 )   (521 )   5,058  
Other liabilities
    (2,062 )   (2,158 )   (1,332 )
   

 

 

 
Net cash from operating activities
    118,793     128,836     152,040  
                     
Cash flows from investing activities:
                   
Acquisition of properties
    (67,490 )   (25,146 )   (40,359 )
Sales of properties, net
    87,461     78,019     31,335  
Capital expenditures
    (50,885 )   (38,787 )   (107,405 )
Investment in real estate ventures
    (521 )   (446 )   (2,495 )
Increase in escrowed cash
    1,930     2,553     (1,016 )
Cash distributions from real estate ventures in excess of income
    3,258     1,969     5,492  
Leasing costs
    (7,821 )   (13,124 )   (9,234 )
   

 

 

 
Net cash from investing activities
    (34,068 )   5,038     (123,682 )
                     
Cash flows from financing activites:
                   
Proceeds from notes payable, Credit Facility
    220,000     15,000     91,000  
Repayment of notes payable, Credit Facility
    (222,000 )   (102,325 )   (35,000 )
Proceeds from Term Loan
        100,000      
Proceeds from mortgage notes payable
        20,186     135,165  
Repayment of mortgage notes payable
    (82,131 )   (48,646 )   (127,876 )
Debt financing costs
    (112 )   (658 )   (5,557 )
Repayments on employee stock loans
    2,509     1,658     1,024  
Proceeds from issuances of shares, net
    159,107          
Redemption of Preferred Shares
    (91,422 )        
Repurchases of Common Shares and minority interest units
        (20,165 )   (6,494 )
Distributions paid to shareholders
    (78,754 )   (75,022 )   (72,534 )
Distributions to minority interest holders
    (10,171 )   (10,560 )   (10,667 )
   

 

 

 
Net cash from financing activities
    (102,974 )   (120,532 )   (30,939 )
   

 

 

 
(Decrease) increase in cash and cash equivalents
    (18,249 )   13,342     (2,581 )
Cash and cash equivalents at beginning of year
    26,801     13,459     16,040  
   

 

 

 
Cash and cash equivalents at end of year
  $ 8,552   $ 26,801   $ 13,459  
   

 

 

 
Supplemental disclosure:
                   
Cash paid for interest, net of capitalized interest
  $ 52,645   $ 61,814   $ 74,736  

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

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BRANDYWINE REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001

1.
ORGANIZATION AND NATURE OF OPERATIONS

Brandywine Realty Trust, a Maryland Real Estate Investment Trust (collectively with its subsidiaries, the “Company”), is a self-administered and self-managed real estate investment trust (a “REIT”) active in acquiring, developing, redeveloping, leasing and managing office and industrial properties. As of December 31, 2003, the Company’s portfolio included 208 office properties, 25 industrial facilities and one mixed-use property (collectively, the “Properties”) that contained an aggregate of approximately 15.7 million net rentable square feet. The Properties are located in the office and industrial markets in and surrounding Philadelphia, Pennsylvania, New Jersey and Richmond, Virginia. As of December 31, 2003, the Company also held economic interests in ten unconsolidated real estate ventures (the “Real Estate Ventures”) formed with third parties to develop or own commercial properties.

The Company’s interest in its assets is held through Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership and, as of December 31, 2003, was entitled to approximately 95.8% of the Operating Partnership’s distributions after distributions to holders of then outstanding Series B Preferred Units (as defined in Note 3 below). The Operating Partnership owns a 95% interest in a taxable REIT subsidiary, Brandywine Realty Services Corporation, a Pennsylvania corporation (the “Management Company”), that, as of December 31, 2003, was performing management and leasing services for properties containing an aggregate of approximately 19.3 million net rentable square feet, of which approximately 15.7 million net rentable square feet related to properties owned by the Company and approximately 3.6 million net rentable square feet related to properties owned by third parties. The remaining 5% of the Management Company is owned by a partnership comprised of two executives of the Company.

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation

The accompanying consolidated financial statements include all accounts of the Company, its majority-owned and/or controlled subsidiaries, which consist principally of the Operating Partnership as well as the Management Company (consolidated subsequent to January 1, 2001, see below). The portion of these entities not owned by the Company is presented as minority interest as of and during the periods consolidated. All intercompany accounts and transactions have been eliminated in consolidation.

See Investments in Unconsolidated Real Estate Ventures in Note 6 for the Company’s treatment of unconsolidated real estate venture interests. All significant intercompany accounts and transactions have been eliminated.

Management Company

The Management Company, a taxable REIT subsidiary, provides management, leasing, construction, development, redevelopment and other real estate related services for the Company’s properties and for third parties. Prior to December 31, 2000, the Company owned 100% of the Management Company’s non-voting preferred stock and 5% of its voting common stock and accounted for its investment using the equity method. Effective January 1, 2001, the Company converted its non-voting interest in the Management Company to a voting interest. As a result, the Company owns 95% of the Management Company’s equity, has voting control and, therefore, has consolidated the Management Company since January 1, 2001.

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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, impairment of long-lived assets, allowance for doubtful accounts and deferred costs.

Operating Properties

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

Purchase Price Allocation

The Company allocates the purchase price of properties to net tangible and identified intangible assets acquired based on fair values. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) the Company’s estimate of the fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancellable term of the lease. Capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancellable terms of the respective leases. Capitalized below-market lease values amortized as an increase of rental income over the remaining non-cancellable terms of the respective leases, including any fixed-rate renewal periods.

The aggregate value of other intangibles acquired is measured based on the difference between (i) the property valued with in-place leases adjusted to market rental rates and (ii) the property valued as if it was vacant. The Company allocates a portion of the purchase price to lease origination costs. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, include 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. Factors considered by the Company in their analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. 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. 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 total amount of these other intangible assets is further allocated to 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. 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 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-cancellable 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 market rate adjustments, lease origination costs, in-place lease values and tenant relationship values, would be charged to expense.

 

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As of December 31, 2003 and 2002, intangible assets and acquired lease liabilities consist of the following:

    As of December 31,

 
    2003   2002  
   

 

 
    (amounts in thousands)  
Intangible assets (included in Other Assets and Other Liabilities):
             
Acquired lease asset, net of accumulated amortization of $345 and $99, respectively
  $ 1,866   $ 607  
Value of In-Place leases, net of accumulated amortization of $93 in 2003
    2,335      
Value of tenant relationships, net of accumulated amortization of $84 in 2003
    2,033      
Origination value, net of accumulated amortization of $471 and $256, respectively
    1,198     959  
   

 

 
Net intangible assets
  $ 7,432   $ 1,566  
   

 

 
Acquired lease liability, net of accumulated amortization of $869 and $558, respectively
  $ 1,305   $ 1,547  
   

 

 
 
Depreciation and Amortization

The costs of buildings and improvements are depreciated using the straight-line method based on the following useful lives: buildings and improvements (five to 40 years) and tenant improvements (the shorter of the lease term or the life of the asset).

Effective January 1, 2002, the Company changed the estimated useful lives of various buildings from 25 to 40 years. This change resulted in an increase of net income of $19.0 million or $.53 per share for the year ended December 31, 2002. Management determined the longer period to be a better estimate of the useful lives of the buildings.

Construction in Progress

Project costs directly associated with the development and construction of a real estate project are capitalized as construction in progress. In addition, interest, real estate taxes and general and administrative expenses that are directly associated with the Company’s development activities are capitalized until completion of the building shell. Once the building shell of a real estate project is completed, the costs capitalized to construction in progress are transferred to land and buildings. Direct construction costs totaling $1.7 million in 2003, $2.2 million in 2002 and $2.7 million in 2001 and interest totaling $1.5 million in 2003, $2.9 million in 2002 and $5.2 million in 2001 were capitalized related to development of certain Properties and land holdings.

Impairment of Long-Lived Assets

Statement of Financial Accounting Standard No. 144 (“SFAS 144”), Accounting for the Impairment or Disposal of Long-Lived Assets, 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 adopted SFAS 144 on January 1, 2002.

In accordance with SFAS 144, long-lived assets, such as real estate investments and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The other assets and liabilities related to assets classified as held-for-sale are presented separately in the consolidated balance sheet. For the year ended December 31, 2002, the Company recorded an impairment charge associated with an asset held-for-sale (See Note 9). The Company recorded no impairment losses for the years ended December 31, 2003 and 2001.

Cash and Cash Equivalents

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less. The Company maintains cash equivalents in financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions.

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Escrowed Cash

Restricted cash consists of cash held as collateral to provide credit enhancement for the Company’s mortgage debt, cash for property taxes, capital expenditures and tenant improvements.

Accounts Receivable

Leases with tenants are accounted for as operating leases. Minimum annual rentals under tenant leases are recognized on a straight-line basis over the term of the related lease. Accrued rent receivable represents the amount that straight-line rental income exceeds rents currently due under the lease agreements. Included in current tenant receivables are tenant reimbursements which are comprised of amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses that are recognized as revenue in the period in which the related expenses are incurred. As of December 31, 2003 and 2002, no tenant represents more than 10% of accounts receivable.

Tenant receivables and accrued rent receivables are carried net of the allowances for doubtful accounts of $1.5 million and $2.5 million in 2003 and $2.3 million and $2.3 million in 2002. Management’s determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, individual receivables and current economic conditions.

Marketable Securities

The Company accounts for its investments in equity securities according to the provisions of SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, which requires securities classified as “available-for-sale” to be stated at fair value. Adjustments to fair value of available-for-sale securities are recorded as a component of other comprehensive income (loss). A decline in the market value of equity securities below cost that is deemed to be other than temporary results in a reduction in the carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established.

As of December 31, 2003, the Company had no material exposure to market risk (including foreign currency exchange risk, commodity price risk or equity price risk).

Investments in Unconsolidated Real Estate Ventures

The Company accounts for its investments in unconsolidated Real Estate Ventures under the equity method of accounting as the Company exercises significant influence, but does not control these entities under the provisions of the entities’ governing agreements. These investments are recorded initially at cost, as Investments in Real Estate Ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated Real Estate Ventures may be impaired. An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment. During the year ended December 31, 2003, the Company recorded an impairment charge associated with an investment in a non-operating Real Estate Venture (see Note 9).

Deferred Costs

Costs incurred in connection with property leasing are capitalized as deferred leasing costs. Deferred leasing costs consist primarily of leasing commissions that are amortized on the straight-line method over the life of the respective lease which generally ranges from one to 15 years. Management re-evaluates the remaining useful lives of leasing costs as economic and market conditions change. Internal direct leasing costs deferred totaled $3.9 million in 2003, $3.6 million in 2002 and $3.1 million in 2001.

Costs incurred in connection with debt financing are capitalized as deferred financing costs and charged to interest expense over the terms of the related debt agreements. Deferred financing costs consist

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primarily of loan fees which are amortized over the related loan term. Total accumulated amortization related to these costs was $5.0 million in 2003 and $3.5 million in 2002.

Other Assets

As of December 31, 2003, other assets included a direct financing lease of $16.1 million, intangible assets related to property acquisitions of $6.2 million, prepaid real estate taxes of $5.4 million, deposits on properties to be purchased in 2004 totaling $5.1 million, cash surrender value of life insurance of $3.7 million, furniture, fixtures and equipment of $2.1 million and $6.5 million of other assets. As of December 31, 2002, other assets included a direct financing lease of $16.0 million, prepaid real estate taxes of $5.6 million, promissory notes of $4.0 million, furniture, fixtures and equipment of $2.1 million and $6.8 million of other assets.

Fair Value of Financial Instruments

Carrying amounts reported in the balance sheet for cash, accounts receivable, other assets, accounts payable and accrued expenses, and borrowings under the Credit Facility approximate fair value. Accordingly, these items have been excluded from the fair value disclosures.

Revenue Recognition

Rental revenue is recognized on the straight-line basis from the later of the date of the origination of the lease or the date of acquisition of the facility subject to existing leases, which averages minimum rents over the terms of the leases. The cumulative difference between lease revenue recognized under this method and contractual lease payment terms is recorded as “accrued rent receivable” on the accompanying balance sheets. The straight-line rent adjustment increased revenue by approximately $5.9 million in 2003, $5.9 million in 2002 and $6.2 million in 2001. The leases also typically provide for tenant reimbursement of common area maintenance and other operating expenses. Deferred rental revenue represents rental revenue received from tenants prior to their due dates.

No tenant represented greater than 10% of the Company’s rental revenue in 2003, 2002 or 2001.

Income Taxes

The Company elects to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code. In management’s opinion, the requirements to maintain this election are being met. Accordingly, no provision for Federal income taxes has been reflected in the financial statements.

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes. The tax basis in the Company’s assets was $1.4 billion as of December 31, 2003 and $1.3 billion as of December 31, 2002.

The Company is subject to a 4% Federal excise tax, if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income and (b) 95% of the Company’s net capital gain exceeds cash distributions and certain taxes paid by the Company. No excise tax was incurred in 2003, 2002, or 2001.

The Management Company is subject to Federal and state income taxes. There was no provision required for income taxes in 2003, 2002 and 2001.

Earnings Per Share

Basic earnings per share is calculated by dividing income applicable to Common Shares by the weighted-average number of shares outstanding during the period. Diluted earnings per share includes the effect of common share equivalents outstanding during the period.

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Stock-Based Compensation Plans

In December 2002, the Financial Accounting Standards Board issued SFAS 148 (“SFAS 148”), Accounting for Stock-Based Compensation — Transition and Disclosure. SFAS 148 amends SFAS 123 (“SFAS 123”), Accounting for Stock-Based Compensation, to provide alternative methods of transition for an entity that voluntarily adopts the fair value recognition method of recording stock option expense. SFAS 148 also amends the disclosure provisions of SFAS 123 and APB Opinion No. 28, Interim Financial Reporting, to require disclosure in the summary of significant accounting policies of the effects of an entity’s accounting policy with respect to stock options on reported net income and earnings per share in annual and interim financial statements. The Company adopted SFAS 148 on a prospective basis for all grants subsequent to January 1, 2002.

Prior to 2002, the Company accounted for stock options issued under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees and Related Interpretations. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period (in thousands, except per share amounts):

    Year ended December 31,

 
    2003   2002   2001  
   

 

 

 
Net income available to Common Shares, as reported
  $ 53,305   $ 51,078   $ 21,816  
Add: Stock based compensation expense included in reported net income
    2,740     2,553     2,828  
Deduct: Total stock based compensation expense determined under fair value recognition method for all awards
    (3,191 )   (3,231 )   (3,506 )
   

 

 

 
Pro forma net income available to Common Shares
  $ 52,854   $ 50,400   $ 21,138  
   

 

 

 
                     
Earnings per Common Share
                   
Basic — as reported
  $ 1.40   $ 1.40   $ 0.57  
   

 

 

 
Basic — pro forma
  $ 1.39   $ 1.38   $ 0.55  
   

 

 

 
                     
Diluted — as reported
  $ 1.40   $ 1.39   $ 0.57  
   

 

 

 
Diluted — pro forma
  $ 1.39   $ 1.37   $ 0.55  
   

 

 

 
 
Comprehensive Income

Comprehensive income or loss is recorded in accordance with the provisions of SFAS 130 (“SFAS 130”), Reporting Comprehensive Income. SFAS 130 establishes standards for reporting comprehensive income and its components in financial statements. Comprehensive income includes unrealized gains and losses on available-for-sale securities and the effective portions of changes in the fair value of derivatives.

Accounting for Derivative Instruments and Hedging Activities

The Company accounts for its derivative instruments and hedging activities under SFAS No. 133 (“SFAS 133”), Accounting for Derivative Instruments and Hedging Activities, and its corresponding amendments under SFAS No. 138, Accounting for Certain Derivative Instruments and Hedging Activities — An Amendment of SFAS 133. SFAS 133 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. 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. Changes in fair value of derivative instruments and ineffective portions of hedges are recognized in earnings in the current period. For the year ended December 31, 2003, the Company was not party to any derivative contract designated as a fair value hedge.

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. See Note 8.

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New Pronouncements

As of January 1, 2003, the Company adopted SFAS No 145 (“SFAS 145”), Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. In adopting SFAS 145, the Company has reclassified an extraordinary item recorded during 2001 relating to the write-off of $1.1 million of unamortized deferred financing costs as interest expense.

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities,” an interpretation of ARB 51. FIN 46 provides guidance on identifying entities for which control is achieved through means other than through voting rights (a “variable interest entity” or “VIE”), and how to determine when and which business enterprise should consolidate a VIE. This new models for consolidation applies to an entity which either (1) the equity investors (if any) do not have a controlling financial interest or (2) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial interest from other parties. The provisions of this interpretation apply to the first fiscal year or interim period ending after December 15, 2003.

The Company was originally required to implement the consolidation guidance established in Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities, immediately for new or modified transactions and by July 1, 2003 for the Variable Interest Entities (“VIEs”) with which the Company became involved prior to February 1, 2003. However, in October 2003 and December 2003, the FASB deferred application of FIN 46 twice from July 1, 2003 to December 31, 2003, and then to March 31, 2004 for VIEs entered into prior to February 1, 2003. The Company is in process of determining whether it will need to consolidate previously unconsolidated VIEs or to deconsolidate previously consolidated VIEs. Based upon its relationships with such entities, the Company believes that the implementation of the consolidation guidance will not have a material effect on the Company’s consolidated financial position.

In May 2003, the FASB issued SFAS No. 150 (“SFAS 150”), Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS 150 generally applies to instruments that are mandatorily redeemable, that represent obligations that will be settled with a variable number of the Company’s shares, or that represent an obligation to purchase a fixed number of the Company’s shares. For instruments within its scope, the statement requires classification as a liability with initial measurement at fair value. Subsequent measurement depends upon the certainty of the terms of the settlement (amount, timing) and whether the obligation will be settled by a transfer of assets or by issuance of a variable number of equity shares. SFAS 150 is applicable now for instruments issued since SFAS 150 was issued, and as of July 1, 2003, for instruments that predate SFAS 150’s issuance. On November 7, 2003, the FASB issued Financial Statement Position 150-3 which among other things deferred indefinitely certain portions of SFAS 150 affecting the accounting for minority interests representing non-controlling interests in finite life entities. The adoption of SFAS 150, as modified, did not have a significant effect at adoption nor is it expected to have a significant prospective impact on the Company’s financial position, results of operations or comprehensive income.

Emerging Issue Task Force 00-21 (“EITF 00-21”), Accounting for Revenue Arrangements with Multiple Deliverables, issued during the fourth quarter of 2003, provides guidance on revenue recognition for revenues derived from a single contract that contains multiple products or services. EITF 00-21 also provides additional requirements to determine when these revenues may be recorded separately for accounting purposes. EITF 00-21 did not impact our consolidated financial statements.

In December 2003, the SEC issued Staff Accounting Bulletin No. 104 (“SAB 104”), Revenue Recognition, which supercedes SAB 101, Revenue Recognition in Financial Statements. SAB 104’s primary purpose is to rescind the accounting guidance contained in SAB 101 related to multiple element revenue arrangements, superceded as a result of the issuance of EITF 00-21. SAB 104 did not impact our consolidated financial statements.

3.
MINORITY INTEREST

Minority interest is comprised of Class A Units of limited partnership interest (“Class A Units”) and Series B Preferred Units of limited partnership interest (“Series B Preferred Units”). The Operating Partnership issued these interests to persons that contributed assets to the Operating Partnership. The Operating Partnership is obligated to redeem, at the request of a holder, each Class A Unit for cash or one Common Share, at the option of the Company. Each Series B Preferred Unit has a stated value of $50.00

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and is convertible, at the option of the holder, into Class A Units at a conversion price of $28.00. The Series B Preferred Units bear a preferred distribution of 7.25% per annum, subject to an increase in the event quarterly distributions paid to holders of Common Shares exceed $0.51 per share. Income allocated to minority interest includes the amount of the Series B Preferred Unit distribution and the prorata share of net income of the Operating Partnership allocated to the Class A Units. The Company declared distributions of $7.1 million in 2003, 2002 and 2001 to the holders of Series B Preferred Units and $3.1 million in 2003, $3.3 million in 2002 and $3.7 million in 2001 to holders of Class A Units. As of December 31, 2003 and 2002, the Company had the following Class A Units and Series B Preferred Units held by third party investors:

    As of December 31,

 
    2003   2002  
   

 

 
Class A Units
    1,737,203     1,787,436  
Series B Preferred Units
    1,950,000     1,950,000  

Subsequent to December 31, 2003, the Company redeemed all of the Series B Preferred Units (see Note 20).

4.
REAL ESTATE INVESTMENTS

As of December 31, 2003 and 2002, the carrying value of the Company’s Properties is as follows:

    December 31,

 
    2003   2002  
   

 

 
    (amounts in thousands)  
Land
  $ 342,424   $ 353,111  
Building and improvements
    1,426,925     1,442,819  
Tenant improvements
    100,395     94,079  
   

 

 
    $ 1,869,744   $ 1,890,009  
   

 

 
   
5.
ACQUISITIONS AND DISPOSITIONS OF REAL ESTATE INVESTMENTS

The Company’s acquisitions were accounted for by the purchase method. The results of each acquired property are included in the Company’s results of operations from their respective purchase dates.

2003

During 2003, the Company sold eight office properties containing an aggregate of approximately 343,000 net rentable square feet, two industrial properties containing an aggregate of approximately 131,000 net rentable square feet and four parcels of land containing an aggregate of approximately 24.1 acres for an aggregate of $45.6 million. In December 2003, the Company sold two office properties containing an aggregate of approximately 633,000 net rentable square feet for an aggregate of $112.8 million, of which $52.9 million of proceeds were used to pay off existing mortgage notes payable secured by the two properties. The Company retained a 20% interest in the venture that purchased the properties. The Company recognized a gain on the partial sale of approximately $18.5 million, which is recorded in net gain on sale of real estate interests due to a continuing 20% interest that the Company has maintained in the properties for the portion sold and deferred the gain on the piece retained.. The gain on sale and historical results for these properties have not been reflected as discontinued operations because of the Company’s continuing involvement. The Company also purchased five office properties containing approximately 360,000 net rentable square feet and one parcel of land containing approximately 10.0 acres for an aggregate of $67.8 million.

2002

During 2002, the Company sold 23 office properties containing an aggregate of 1.4 million net rentable square feet, 20 industrial properties containing an aggregate of .9 million net rentable square feet and two parcels of land containing an aggregate of 12.8 acres for an aggregate of $190.8 million, realizing a net gain of $8.6 million before minority interest. The Company also purchased seven office properties containing 617,000 net rentable square feet and one parcel of land containing 9.0 acres for an aggregate of $99.1 million.

 

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2001

During 2001, the Company sold three office and eight industrial properties, containing 440,000 net rentable square feet, and four parcels of land, containing 15.8 acres, for $31.3 million, realizing a net gain of $4.5 million. Seven of the properties were sold for $21.6 million realizing an aggregate gain of $4.3 million, four of the properties were sold for $7.1 million, realizing an aggregate loss of $.7 million and four land parcels were sold for $2.6 million realizing an aggregate gain of $.9 million. The Company also acquired two office properties, containing 146,000 net rentable square feet, and three parcels of land, containing 36.0 acres, for $31.5 million, of which $4.2 million was satisfied with an exchange of property.

In addition to the sales and acquisitions above, the Company consummated an exchange of properties with Prentiss Properties Acquisition Partners, L.P. (“Prentiss”) during 2001. The Company acquired from Prentiss 30 properties (29 office and 1 industrial) containing 1.6 million net rentable square feet and 6.9 acres of developable land for total consideration of $215.2 million. The Company conveyed to Prentiss four office properties located in Northern Virginia that contain an aggregate of 657,000 net rentable square feet, assumed $79.7 million of mortgage debt secured by certain of the Prentiss properties, issued a $7.8 million promissory note, paid $15.9 million at closing and agreed to make additional payments totaling $7.0 million (including $5.4 million of payments discounted at 7.5%) over a three-year period subsequent to closing. The Company also contributed to Prentiss its interest in a real estate venture that owns two additional office properties that contain an aggregate of 452,000 net rentable square feet and received a combination of preferred and common units of limited partnership interest in Prentiss having a value of $10.7 million, as of the closing. In addition as part of the Prentiss transaction in June 2001, the Company purchased a 103,000 square foot building then under construction for $4.2 million and six acres of related developable land for $5.7 million.

6.
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

As of December 31, 2003, the Company had an aggregate investment of approximately $15.9 million in ten Real Estate Ventures (net of returns of investment received by the Company). The Company formed these ventures with unaffiliated third parties to develop office properties or to acquire land in anticipation of possible development of office properties. Nine of the Real Estate Ventures own ten office buildings that contain an aggregate of approximately 1.8 million net rentable square feet and one Real Estate Venture developed a hotel property that contains 137 rooms.

The Company accounts for its non-controlling interests in the Real Estate Ventures using the equity method. Non-controlling ownership interests generally range from 6% to 65%. Ownership percentages represent the Company’s entitlement to residual distributions after payments of priority returns. The Company’s investments, initially recorded at cost, are subsequently adjusted for the Company’s net equity in the ventures’ income or loss and cash contributions and distributions.

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The Company’s investment in Real Estate Ventures as of December 31, 2003 is as follows (in thousands):

    Ownership
Percentage (1)
  Carrying
Amount
  Real Estate
Venture
Debt at 100%
  Company’s Share
of Real Estate
Venture
Income (Loss)
  Current
Interest
Rate
  Debt
Maturity
 
   

 

 

 

 

 

 
Two Tower Bridge Associates
    35 % $ 2,409   $ 10,501   $ 290     6.82%     May-08  
Four Tower Bridge Associates
    65 %   2,454     11,000     (21 )   6.62%     Feb-11  
Five Tower Bridge Associates
    15 %       30,600         6.77%     Feb-09  
Six Tower Bridge Associates
    65 %   113     15,683     (46 )   7.79%     Aug-12  
Eight Tower Bridge Associates
    6 %   1,147     38,219     (189 )   3.34%     Feb-05  
Tower Bridge Inn Associates
    50 %   2,291     11,547     (235 )   8.50%     Apr-07  
1000 Chesterbrook Boulevard
    50 %   3,373     27,860     456     6.88%     Nov-11  
PJP Building Two, LC
    30 %   15     5,738     30     6.12%     Nov-23  
PJP Building Five, LC
    25 %   238     5,753     94     2.69%     Oct-05  
Macquarie
    20 %   3,813     74,500     64     4.62%     Jan-09  
Florig, LP (2)
     30 %    —      —      (861 )    N/A      N/A  
Invesco Partnership, L.P. (3)
     35 %    —      —      470      N/A      N/A  
                                       
         
 
 
             
          $ 15,853   $ 231,401   $ 52              
         
 
 
             
(1)
Ownership percentage represents the Company’s entitlement to residual distributions after payments of priority returns.
 
(2)
During 2003, the Company recorded an impairment charge of $861,000 associated with this non-operating real estate venture. This amount consisted primarily of legal and acquisition costs related to a parcel of land that ultimately was not acquired.
 
(3)
Company’s interest consists solely of a residual profits interest.

The following is a summary of the financial position of the unconsolidated Real Estate Ventures in which the Company had investment interests as of December 31, 2003 and 2002 (in thousands):

    December 31,
 
   


 
    2003   2002  
   

 

 
Net property
  $ 322,196   $ 193,552  
Other assets
    29,982     20,163  
Liabilities
    27,900     3,186  
Debt
    231,401     149,129  
Equity
    92,877     61,400  
Company’s share of equity
    15,853     14,842  

The following is a summary of results of operations of the unconsolidated Real Estate Ventures in which the Company had interests as of December 31, 2003, 2002 and 2001 (in thousands):

    Year ended December 31,

 
    2003   2002   2001  
   

 

 

 
Revenue
  $ 29,703   $ 27,219   $ 24,117  
Operating expenses
    11,576     10,406     8,237  
Interest expense, net
    9,585     9,212     7,495  
Depreciation and amortization
    8,085     5,531     3,211  
Net (loss) income
    457     2,070     5,174  
Company’s share of income
    52     987     2,768  

The following is a summary of the financial position as of December 31, 2003 and the results of operations for the year ended December 31, 2003 for each of the unconsolidated Real Estate Ventures in which the Company had interests as of December 31, 2003 (in thousands):

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    1000
Chesterbrook
Boulevard
Partnership
  Two
Tower
Bridge
Associates
  Four
Tower
Bridge
Associates
  Five
Tower
Bridge
Associates
  Six
Tower

Bridge
Associates
  Eight
Tower
Bridge
Associates
  Tower
Bridge Inn
Associates
  PJP Building
Two, LC
  PJP Building
Five, LC
  BDN/
Macquire
LLC
  Total  
   

 

 

 

 

 

 

 

 

 

 

 
Assets
                                                                   
Net Property
  $ 30,885   $ 12,488   $ 13,038   $ 39,026   $ 15,143   $ 57,270   $ 15,149   $ 5,642   $ 6,684   $ 126,871   $ 322,196  
Other Assets
    3,238     740     613     4,429     1,151     2,063     947     747     678     15,376     29,982  
   

 

 

 

 

 

 

 

 

 

 

 
Total Assets
  $ 34,123   $ 13,228   $ 13,651   $ 43,455   $ 16,294   $ 59,333   $ 16,096   $ 6,389   $ 7,362   $ 142,247   $ 352,178  
   

 

 

 

 

 

 

 

 

 

 

 
                                                                     
Liabilities and Equity
                                                                   
Other Liabilities
  $ 244   $ 378   $ 240   $ 967   $ 487   $ 556   $ 342   $ 220   $ 47   $ 24,419   $ 27,900  
Debt
    27,860     10,501     11,000     30,600     15,683     38,219     11,547     5,738     5,753     74,500     231,401  
   

 

 

 

 

 

 

 

 

 

 

 
Total Liabilities
    28,104     10,879     11,240     31,567     16,170     38,775     11,889     5,958     5,800     98,919     259,301  
Equity
    6,019     2,349     2,411     11,888     124     20,558     4,207     431     1,562     43,328     92,877  
   

 

 

 

 

 

 

 

 

 

 

 
Total Liabilities and Equity
  $ 34,123   $ 13,228   $ 13,651   $ 43,455   $ 16,294   $ 59,333   $ 16,096   $ 6,389   $ 7,362   $ 142,247   $ 352,178  
   

 

 

 

 

 

 

 

 

 

 

 
                                                                     
Revenues
                                                                   
Revenues
  $ 5,079   $ 2,057   $ 2,255   $ 5,976   $ 2,966   $ 1,507   $ 4,245   $ 915   $ 855   $ 788   $ 26,643  
Tenant reimbursements and other
    526     376     397     466     518     109         12     308     348     3,060  
   

 

 

 

 

 

 

 

 

 

 

 
Total Revenue
    5,605     2,433     2,652     6,442     3,484     1,616     4,245     927     1,163     1,136     29,703  
                                                                     
Operating Expenses
                                                                   
Property Operating Expenses
    743     744     843     1,545     907     1,214     2,483     357     327     219     9,382  
Real Estate Taxes
    430     148     148     382     233     363     265     49     60     112     2,190  
Depreciation and Amortization
    1,239     367     676     2,009     807     1,567     711     210     236     263     8,085  
Interest
    1,929     479     728     2,004     1,231     1,635     990     205     164     220     9,585  
Administrative Expenses
    4                                         4  
   

 

 

 

 

 

 

 

 

 

 

 
Total Operating Expenses
    4,345     1,738     2,395     5,940     3,178     4,779     4,449     821     787     814     29,246  
   

 

 

 

 

 

 

 

 

 

 

 
Net Income
  $ 1,260   $ 695   $ 257   $ 502   $ 306   $ (3,163 ) $ (204 ) $ 106   $ 376   $ 322   $ 457  
   

 

 

 

 

 

 

 

 

 

 

 

 

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As of December 31, 2003, the aggregate principal payments of non-recourse debt payable to third-parties is as follows (in thousands):

2004
  $ 1,644  
2005
    45,542  
2006
    1,823  
2007
    12,411  
2008 and thereafter
    169,981  
   
 
    $ 231,401  
   
 

As of December 31, 2003, the Company had guaranteed repayment of approximately $17.4 million of loans on behalf of the Real Estate Ventures, including a $16.2 million guaranty that terminated in January 2004. See Item 2. Properties — 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.

7.
INDEBTEDNESS
 

Credit Facility

 

The Company utilizes credit facility borrowings for general business purposes, including the acquisition of properties and the repayment of other debt. The Company maintains a $500 million unsecured credit facility (the “Credit Facility”) that matures in June 2004. Borrowings under the Credit Facility bear interest at 30-day LIBOR (LIBOR was 1.12% at December 31, 2003) plus 1.5% per annum, with the spread over LIBOR subject to reductions from .10% to .25% or increases of .25% based on the Company’s leverage. As of December 31, 2003, the Company had $305.0 million of borrowings and $10.7 million of letters of credit outstanding under the Credit Facility, leaving $184.3 million of unused availability. The weighted-average interest rate on the Company’s unsecured credit facilities was 4.60% in 2003, 5.41% in 2002, and 6.48% in 2001.

 

Unsecured Term Loan

The Company also maintains a $100 million term loan. The term loan is unsecured and matures on July 15, 2005, subject to two extensions of one year each upon payment of an extension fee and the absence of any defaults at the time of each extension. There are no scheduled principal payments prior to maturity. The term loan bears interest at a spread over the one, two, three or six month LIBOR that varies between 1.05% and 1.90% per annum (1.12% as of December 31, 2003), based on the Company’s leverage ratio. The weighted-average interest rate on the Company’s term loan was 3.0% in 2003 and 3.0% in 2002.

Mortgage Notes Payable

As of December 31, 2003, the Company had $462.7 million of mortgage notes payable, secured by 93 of the Properties and certain land holdings. Fixed rate mortgages, totaling $402.3 million, require payments of principal and/or interest (or imputed interest) at rates ranging from 7.00% to 9.25% per annum and mature on dates from November 2004 through July 2027. Variable rate mortgages, totaling $60.4 million, require payments of principal and/or interest at rates ranging from 30-day LIBOR plus .76% to 1.60% per annum or 75% of prime (prime rate was 4.00% at December 31, 2003) and mature on dates from March 2004 through July 2027. The weighted-average interest rate on the Company’s mortgages was 7.09% in 2003, 7.27% in 2002, and 7.39% in 2001.

Debt Covenants

The Credit Facility and Term Loan require the maintenance of certain ratios related to minimum net worth, debt-to-total capitalization and fixed charge coverage and various non-financial covenants. As of December 31, 2003, the Company was in compliance with all debt covenants. As of December 31, 2003, the carrying value of the Company’s debt was below fair market value by approximately $85.7 million, as determined by using year-end interest rates and market conditions.

Principal Payments

The following table outlines the timing of payment requirements related to the Company’s indebtedness as of December 31, 2003:

 

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    Payments by Period (in thousands)

 
        Less than           More than  
    Total   1 Year   1-3 Years   3-5 Years   5 Years  
   

 

 

 

 

 
Mortgage notes payable:
                               
Fixed rate
  $ 402,321   $ 10,277   $ 24,759   $ 40,259   $ 327,026  
Variable rate
    24,815     172     407     552     23,684  
Construction loans
    35,523     35,523              
   

 

 

 

 

 
      462,659     45,972     25,166     40,811     350,710  
Revolving credit facility
    305,000     305,000              
Unsecured debt
    100,000         100,000          
   

 

 

 

 

 
    $ 867,659   $ 350,972   $ 125,166   $ 40,811   $ 350,710  
   

 

 

 

 

 
   
8.
RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS
 
Risk Management

In the normal 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 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.

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.

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 following table summarizes the terms and fair values of the Company’s derivative financial instruments at December 31, 2003 (in thousands).

        Notional           Fair  
Hedge Product
  Hedge Type   Amount   Strike   Maturity   Value (Liability)  

 

 

 

 

 

 
Cap
    Cash flow   $ 28,000     8.700 %   7/12/2004   $  
Swap
    Cash flow     100,000     4.230 %   6/29/2004     (1,733 )
Swap
    Cash flow     50,000     4.215 %   6/29/2004     (863 )
Swap
    Cash flow     25,000     4.215 %   6/29/2004     (431 )
                           
 
                            $ (3,027 )
                           
 

The Company has entered into interest rate swap and rate cap agreements designated as cash flow hedges that are designed to reduce the impact of interest rate changes on its variable rate debt. At December 31, 2003, the Company had interest rate swap agreements for notional principal amounts aggregating $175 million. The swap agreements effectively fix the 30-day LIBOR interest rate on $100 million of Credit Facility borrowings at 4.230% per annum and on $75 million of Credit Facility borrowings at 4.215% per annum, in each case until June 2004. The weighted-average interest rate on borrowings under the Credit

 

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Facility, including the effect of cash flow hedges, was 4.60% in 2003, 5.41% in 2002 and 6.48% in 2001. The interest rate cap agreement effectively limits the interest rate on a mortgage with a notional value of $28 million at 8.7% per annum until July 2004. The notional amount at December 31, 2003 provides an indication of the extent of the Company’s involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks.

As of December 31, 2003, the maximum length of time until which the Company was hedging its exposure to the variability in future cash flows was through June 2004. There was no gain or loss reclassified from accumulated other comprehensive loss into earnings during 2003, 2002 and 2001 as a result of the discontinuance of a cash flow hedge due to the probability of the original forecasted transaction not occurring.

Over time, the unrealized gains and losses held in Other Comprehensive Income (“OCI”) will be reclassified to earnings in the same period(s) in which the hedged items are recognized in earnings. The current balance held in OCI is expected to be reclassified to earnings over the lives of the current hedging instruments, or for realized losses on forecasted debt transactions, over the related term of the debt obligation, as applicable. The Company expects that $3.0 million of net hedging losses will be reclassified into earnings over the next twelve months.

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 10% or more of the Company’s rents during 2003, 2002 and 2001. See Note 12 for geographic segment information.

9.
DISCONTINUED OPERATIONS

For the years ended December 31, 2003, 2002 and 2001, income from discontinued operations relates to 53 properties containing approximately 2.7 million net rentable square feet that the Company sold between January 1, 2002 and December 31, 2003 and two properties containing approximately 82,000 net rentable square feet that the Company has designated as “held-for-sale” as of December 31, 2003. The following table summarizes information for two properties designated as held-for-sale as of December 31, 2003 and December 31, 2002:

    December 31,
   
    2003   2002
   

 

    (amounts in thousands) 
             
Real Estate Investments:
           
Operating Properties
  $ 6,143   $ 8,729
Accumulated depreciation
    (906)     (1,235)
   
   
      5,237     7,494
Construction-in-progress
        55 
   

 

      5,237     7,549
             
Accrued rent receivable
    65     87
Deferred costs, net
    15     2
Other assets
        28
   
 

    $ 5,317   $ 7,666
   
 

Tenant security deposits and deferred rents
  $ 52   $ 20
   
 

The following table summarizes revenue and expense information for the 53 properties sold since January 1, 2002 and the two properties designated as held-for-sale as of December 31, 2003 (in thousands):

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    Year Ended December 31,

 
    2003   2002   2001  
   

 

 

 
Revenue:
                   
Rents
  $ 5,089   $ 14,566   $ 34,631  
Tenant reimbursements
    781     2,144     5,258  
Other
    34     663     448  
   

 

 

 
Total revenue
    5,904     17,373     40,337  
                     
Expenses:
                   
Property operating expenses
    2,095     4,665     9,939  
Real estate taxes
    860     2,243     5,333  
Depreciation and amortization
    793     2,333     10,965  
Impairment loss on assets held-for-sale
        665      
   

 

 

 
Total operating expenses
    3,748     9,906     26,237  
                     
Income from discontinued operations before net gain on sale
                   
   of interests in real estate and minority interest
    2,156     7,467     14,100  
Net gain on sales of interest in real estate
    9,690     8,562      
Minority interest
    (517 )   (887 )   (804 )
   

 

 

 
Income from discontinued operations
  $ 11,329   $ 15,142   $ 13,296  
   

 

 

 

In 2002, the Company recorded an impairment charge of $665,000 in its consolidated statements of operations related to one of the assets held-for-sale.

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.

10.
PREFERRED SHARES AND BENEFICIARIES’ EQUITY

In 1998, the Company issued $37.5 million of convertible preferred shares with a 7.25% coupon rate (the Series A Preferred Shares). Each Series A Preferred Share has a stated value of $50.00 and is convertible into Common Shares, at the option of the holder, at a conversion price of $28.00. The Series A Preferred Shares distribution is subject to an increase, if quarterly distributions paid to Common Share holders exceeds $0.51 per share. The Series A Preferred Shares are perpetual and may be redeemed, at the Company’s option, at par beginning in January 2004.

In 1999, the Company issued $105.0 million of convertible preferred shares with an 8.75% coupon rate (the Series B Preferred Shares) for net proceeds of $94.8 million. Each Series B Preferred Share was convertible into one Common Shares and was entitled to quarterly dividends equal to the greater of $0.525 per share or the quarterly dividend on a Common Share. As part of the transaction in which the Company issued Series B Preferred Shares, the Company issued the holder of the Series B Preferred Shares seven-year warrants exercisable for 500,000 Common Shares at an exercise price of $24.00 per share.

On December 30, 2003, the holder converted 1,093,750 shares of the Series B Preferred Shares into 1,093,750 Common Shares, and the Company redeemed the remaining 3,281,250 Series B Preferred Shares at $27.50 per share for approximately $90.2 million (plus accrued distributions thereon for the period from October 1, 2003 through the redemption date) and purchased 250,000 warrants with an exercise price of $24.00 per share for approximately $1.2 million. The Company incurred a charge of $20.6 million associated with the redemption/conversion of the Series B Preferred Shares.

On December 30, 2003, the Company also issued 2,000,000 shares of 7.50% Series C Cumulative Redeemable Preferred Shares for net proceeds of $48.1 million. The Series C Preferred Shares are perpetual. The Company may not redeem Series C Preferred Shares before December 30, 2008 except to preserve its REIT status. On or after December 30, 2008, the Company, at its option, may redeem Series C Preferred Shares, in whole or in part, by paying $25.00 per share plus accrued but unpaid dividends.

The Company’s Board of Trustees has approved a share repurchase program authorizing the Company to repurchase up to 4,000,000 of its outstanding Common Shares. Through December 31, 2003, the

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Company had repurchased 3.2 million of its Common Shares at an average price of $17.75 per share. Under the share repurchase program, the Company has the authority to repurchase an additional 762,000 shares. No time limit has been placed on the duration of the share repurchase program. The following table summarizes the share repurchases during the three years ended December 31, 2003:

    Year ended December 31,

 
    2003   2002   2001  
   

 

 

 
Repurchased amount (shares)
        491,074     373,713  
Repurchased amount ($, in thousands)
  $   $ 11,053   $ 7,294  
Average price per share
  $   $ 22.51   $ 19.52  

The following table summarizes the Class A Units tendered for redemption in cash during the three years ended December 31, 2003:

    Year ended December 31,

 
    2003   2002   2001  
   

 

 

 
Repurchased amount (units)
        364,222     3,247  
Repurchased amount ($, in thousands)
  $   $ 8,536   $ 64  
Average price per unit
  $   $ 23.44   $ 19.72  

At December 31, 2003, 362,321 unvested restricted Common Shares were held by employees of the Company. The restricted shares, valued at $18.4 million at issuance, are amortized over their respective vesting periods of three to eight years from dates of the original award. The Company recorded compensation expense of $2.6 million in 2003, $2.5 million in 2002 and $2.8 million in 2001 related to these shares.

As of December 31, 2003, there were warrants outstanding exercisable for 250,000 Common Shares at an exercise price of $24.00.

11.
STOCK BASED COMPENSATION AND EMPLOYEE BENEFITS

The Company maintains a plan that authorizes the issuance of various equity-based awards including incentive stock options. The terms and conditions of option awards are determined by the Board of Trustees. Incentive stock options may not be granted at exercise prices less than fair value of the stock at the time of grant. Options granted by the Company generally vest over two to five years. All options awarded by the Company to date are non-qualified stock options. As of December 31, 2003, the Company is authorized to issue five million equity-based awards of which 1.3 million shares remain available for future issuance under the plan.

The following table summarizes option activity for the three years ended December 31, 2003:
                       
        -              
    Number   Weighted              
    of Shares   Average   Grant Price Range
 
    Under   Exercise  
 
    Option   Price   From   To  
   

 

 

 

 
Balance at January 1, 2001
    2,623,714   $ 26.36   $ 6.21   $ 29.04  
Exercised
    -83,333     19.50     19.50     19.50  
Canceled
    (61,582 )   27.53     25.25     29.04  
   
                   
Balance at December 31, 2001
    2,478,799     26.56     6.21     29.04  
Granted
    100,000     19.50     19.50     19.50  
Exercised
    (55,000   19.50     19.50     19.50  
Canceled
    (151,172 )   22.22     19.50     29.04  
   
                   
Balance at December 31, 2002 and 2003
    2,372,627     26.70     6.21     29.04  
   
                   

The following table summarizes stock options outstanding as of December 31, 2003:

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The following table summarizes stock options outstanding as of December 31, 2003:

         Weighted-                  
        Average   Weighted-       Weighted-  
Range of
  Number of   Remaining   Average   Number of   Average  
Exercise
  Options   Contractual   Exercise   Options   Exercise  
Prices
  Outstanding   Life   Price   Exercisable   Price  

 

 

 

 

 

 
$6.21 to $14.31
    46,667     .6 years   $ 12.00     46,667   $ 12.00  
$19.50
    100,000     1.6     19.50     33,330     19.50  
$24.00 to $29.04
    2,225,960     4.1     27.33     2,225,960     27.33  
$6.21 to $29.04
    2,372,627     3.9     26.70     2,305,957     26.91  

Based on the Black-Scholes option pricing model, the estimated weighted-average fair value of stock options granted was $2.51 in 2002. Assumptions made in determining estimates of fair value include: risk-free interest rate of 2.7% in 2002, a volatility factor of .280 in 2002, a dividend yield of 8.4% in 2002, and a weighted-average life expectancy of 3 years in 2002.

Effective January 1, 2002, the Company voluntarily adopted the fair value recognition provisions of SFAS 123, prospectively for all employee awards granted, modified, or settled after January 1, 2002 (see Note 2). Accordingly, the Company recorded compensation expense of $104,000 in 2003 and $43,000 in 2002. This compensation expense relates to the Company’s grant of 100,000 stock options during 2002.

The Company sponsors a 401(k) defined contribution plan for its employees. Each employee may contribute up to 100% of annual compensation, subject to specific limitations under the Internal Revenue Code. At its discretion, the Company can make matching contributions equal to a percentage of the employee’s elective contribution and profit sharing contributions. Employees vest in employer contributions over a three-year service period. The Company contributions were $821,000 in 2003, $816,000 in 2002 and $669,000 in 2001.

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12.
SEGMENT INFORMATION

The Company currently manages its portfolio within three segments: (1) Pennsylvania, (2) New Jersey and (3) Virginia. Corporate is responsible for cash and investment management and certain other general support functions.

Segment information for the three years ended December 31, 2003, 2002 and 2001 is as follows (in thousands):

    Pennsylvania   New Jersey   Virginia   Corporate   Total  
   

 

 

 

 

 
2003:
                               
Real estate investments, at cost:
                               
Operating properties
  $ 1,146,350   $ 508,906   $ 214,488   $   $ 1,869,744  
Construction-in-progress
    25,162     4,043     582         29,787  
Land held for development
    38,723     15,352     9,840         63,915  
Assets held for sale
        3,649     1,668         5,317  
Total revenue
  $ 185,206   $ 88,453   $ 27,841   $ 4,159   $ 305,659  
Property operating expenses and real estate taxes
    64,307     34,278     10,151         108,736  
   

 

 

 

 

 
Net operating income
  $ 120,899   $ 54,175   $ 17,690   $ 4,159   $ 196,923  
   

 

 

 

 

 
2002:
                               
Real estate investments, at cost:
                               
Operating properties
  $ 1,169,919   $ 506,818   $ 213,272   $   $ 1,890,009  
Construction-in-progress
    51,469     3,619     3,039         58,127  
Land held for development
    25,051     10,023     8,001         43,075  
Assets held for sale, at cost
        7,666             7,666  
Total revenue
  $ 178,145   $ 84,291   $ 26,652   $ 1,952   $ 291,040  
Property operating expenses and real estate taxes
    60,114     30,543     9,506         100,163  
   

 

 

 

 

 
Net operating income
  $ 118,031   $ 53,748   $ 17,146   $ 1,952   $ 190,877  
   

 

 

 

 

 
2001:
                               
Total revenue
  $ 159,662   $ 80,986   $ 27,309   $ 2,531   $ 270,488  
Property operating expenses and real estate taxes
    52,931     30,182     9,926         93,039  
   

 

 

 

 

 
Net operating income
  $ 106,731   $ 50,804   $ 17,383   $ 2,531   $ 177,449  
   

 

 

 

 

 

Net operating income is defined as total revenue less property operating expenses and real estate taxes. Below is reconciliation of consolidated net operating income to consolidated income from continuing operations:

    Year Ended December 31

 
    2003   2002   2001  
   

 

 

 
    (amounts in thousands)  
Consolidated net operating income
  $ 196,923   $ 190,877   $ 177,449  
Less:
                   
Interest expense
    57,835     63,522     67,496  
Depreciation and amortization
    60,592     56,431     67,224  
Administrative expenses
    14,464     14,804     15,177  
Non-recurring charges
            6,600  
Minority interest attributable to continuing
                   
operations
    10,141     9,265     7,818  
Plus:
                   
Equity in income of real estate ventures
    52     987     2,768  
Net gains on sales of interests in real estate
    20,537         4,524  
   

 

 

 
Consolidated income from continuing operations
  $ 74,480   $ 47,842   $ 20,426  
   

 

 

 

 

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13.
NET INCOME PER COMMON SHARE

The following table details the number of shares and net income used to calculate basic and diluted earnings per share for the three years ended December 31, 2003 (in thousands, except per share amounts):

    For the year ended December 31,

 
    2003

  2002

  2001

 
      Basic     Diluted     Basic     Diluted     Basic     Diluted  
   
 
 
 
 
 
 
Income from continuing operations
  $ 74,480   $ 74,480   $ 47,842   $ 47,842   $ 20,426   $ 20,426  
Income from discontinued operations
    11,329     11,329     15,142     15,142     13,296     13,296  
Income allocated to Preferred Shares
    (11,906 )   (11,906 )   (11,906 )   (11,906 )   (11,906 )   (11,906)  
Preferred Share redemption/conversion charge
    (20,598 )   (20,598 )                
   

 

 

 

 

 

 
      53,305     53,305     51,078     51,078     21,816     21,816  
Preferred Share discount amortization
    (1,476 )   (1,476 )   (1,476 )   (1,476 )   (1,476 )   (1,476 )
   

 

 

 

 

 

 
Income available to common shareholders
  $ 51,829   $ 51,829   $ 49,602   $ 49,602   $ 20,340   $ 20,340  
   

 

 

 

 

 

 
Weighted-average shares outstanding
    36,937,467     36,937,467     35,513,813     35,513,813     35,646,842     35,646,842  
Options, warrants and unvested restricted stock
        150,402         131,997         27,809  
   

 

 

 

 

 

 
Total weighted-average shares outstanding
    36,937,467     37,087,869     35,513,813     35,645,810     35,646,842     35,674,651  
   

 

 

 

 

 

 
Earnings per Common Share:
                                     
Continuing operations
  $ 1.09   $ 1.09   $ 0.97   $ 0.97   $ 0.20   $ 0.20  
Discontinued operations
    0.31     0.31     0.43     0.42     0.37     0.37  
   

 

 

 

 

 

 
    $ 1.40   $ 1.40   $ 1.40   $ 1.39   $ 0.57   $ 0.57  
   

 

 

 

 

 

 

Securities totaling 6,558,632 in 2003, 11,256,776 in 2002 and 11,622,922 in 2001 were excluded from the earnings per share computations above as their effect would have been antidilutive. Certain preferred equity and preferred operating partnership units would participate in earnings at certain levels whether or not distributed. These thresholds have not been met in years presented and therefore, no additional participation has occurred.

14.
DISTRIBUTIONS (UNAUDITED):
   
    Year ended December 31

 
    2003   2002   2001  
   

 

 

 
    (amounts in thousands)  
Common Share Distributions:
                   
Ordinary income
  $ 1.43   $ 1.65   $ 1.60  
Capital gain
    0.33     0.11     0.10  
   

 

 

 
Total distributions per share
  $ 1.76   $ 1.76   $ 1.70  
   

 

 

 
                     
Percentage classified as ordinary income
    81.3 %   93.8 %   94.1%  
Percentage classified as capital gain
    18.7 %   6.2 %   5.9%  
                     
Preferred Share Distributions:
                   
Total distributions declared
  $ 11,906,000   $ 11,906,000   $ 11,906,000  
   
15.
RELATED-PARTY TRANSACTIONS

In 1998, the Board authorized the Company to make loans totaling up to $5.0 million to enable employees of the Company to purchase Common Shares at fair market value. The loans have five-year terms, are full recourse, and are secured by the Common Shares purchased. Interest, payable quarterly, accrues on the loans at the lower of the interest rate borne on borrowings under the Company’s Credit Facility or a rate based on the dividend payments on the Common Shares. As of December 31, 2003, the interest rate was 2.62% per annum. The loans are payable at the earlier of the stated maturity date or 90 days following the employee’s termination. As of December 31, 2003, the outstanding balance of these loans totaled $1.5 million and were secured by an aggregate of 85,163 Common Shares.

 

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The Company owns 384,615 shares of US Realtel, Inc. (“USR”) Common Stock and holds warrants exercisable for 600,000 additional shares. The warrants have an exercise price of $8.00 per share and expire on December 31, 2004. In addition, the Company held warrants exercisable for 123,077 shares at an exercise price of $3.25, and these warrants expire on August 15, 2005. As of December 31, 2003, the Company’s recorded value for its investment in USR was $1.1 million. An officer of the Company holds a position on USR’s Board of Directors.

In February 2000, the Company loaned an aggregate of $2.5 million to two executive officers to enable them to purchase Common Shares of the Company. One loan had a four-year term and bears interest at the lower of the Company’s cost of funds or a rate based on the dividend payable on the Common Shares, but not to exceed 10% annum. This loan was subject to forgiveness over a three-year period, with the amount of forgiveness tied to the Company’s total shareholder return compared to the total shareholder return of peer group companies. This loan was also subject to forgiveness in the event of a change of control of the Company. This loan was reflected as a reduction in beneficiaries equity. In 2001, the Company recorded a $4.1 million charge to restructure the other loan in connection with the executive’s transition to a non-executive, non-managerial status. Principal and interest totaling $1.0 million was forgiven related to these loans in 2003 and $.9 million in 2002 and 2001.

In connection with the sale by the Company of a land parcel in 2003, the Company paid a $42,000 commission to Kevin Nichols, son of Anthony A. Nichols, Sr., Chairman of the Board of the Company, for brokerage services relating to the sale.

Robert Larson, a Trustee of the Company, is a managing director of Lazard Freres & Co. LLC (“Lazard”). The Company paid Lazard a fee of approximately $909,000 for investment banking services related to the Company’s sale of two office properties to a Real Estate Venture in the fourth quarter of 2003.

16.
OPERATING LEASES

The Company leases properties to tenants under operating leases with various expiration dates extending to 2020. As of December 31, 2003, leases covering approximately 1.8 million square feet or 12.8% of the net rentable square footage are scheduled to expire during 2004. Minimum future rentals on non-cancelable leases at December 31, 2003 are as follows (in thousands):

Year

  Minimum Rent

 
2004
  $ 249,836  
2005
    216,862  
2006
    178,757  
2007
    148,915  
2008
    116,708  
2009 and thereafter
    344,434  
   

 
    $ 1,255,512  
   

 

Total minimum future rentals presented above do not include amounts to be received as tenant reimbursements for increases in certain operating costs.

17.
SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

The following is a summary of quarterly financial information as of and for the years ended December 31, 2003 and 2002 (in thousands, except per share data):

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    1st
Quarter
  2nd
Quarter
  3rd
Quarter
  4th
Quarter
 
   

 

 

 

 
2003:
                         
Total revenue
  $ 75,241   $ 74,464   $ 77,178   $ 78,776  
Net income
    13,917     13,524     17,400     40,968  
Income allocated to Common Shares
    10,941     10,548     14,424     17,392  
                           
Basic earnings per Common Share
  $ 0.30   $ 0.29   $ 0.38   $ 0.43  
Diluted earnings per Common Share
  $ 0.30   $ 0.29   $ 0.37   $ 0.43  
                           
2002:
                         
Total revenue
  $ 69,021   $ 72,491   $ 74,390   $ 75,138  
Net income
    23,469     12,800     13,968     12,747  
Income allocated to Common Shares
    20,492     9,823     10,992     9,771  
                           
Basic earnings per Common Share
  $ 0.56   $ 0.26   $ 0.30   $ 0.27  
Diluted earnings per Common Share
  $ 0.55   $ 0.26   $ 0.30   $ 0.27  

The summation of quarterly earnings per share amounts do not necessarily equal year to date amounts.

18.
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 is a defendant in a case in which the plaintiffs allege that the Company breached its obligation to purchase a portfolio of properties of approximately $83.0 million. On July 9, 1999, the Superior Court of New Jersey, Camden County, dismissed the complaint against the Company with prejudice. Plaintiffs subsequently filed a motion for reconsideration, which motion the Superior Court denied. Plaintiffs then appealed to the Appellate Division, which is the intermediate appellate level court in New Jersey. In December 2000, the Appellate Division affirmed in part and reversed in part the Chancery Division’s earlier dismissal of the entire action. The Appellate Division affirmed the dismissal of the non-contractual counts in the Complaint, but reversed the contract and reformation counts and remanded these to the lower court for further proceedings. The Company sought review of this decision by the Supreme Court of New Jersey, but that Court declined to consider the appeal. The case thereafter returned to the Chancery Division, where written and oral discovery were conducted in 2002 and in the first quarter of 2003. Discovery terminated on February 14, 2003. The Company filed a motion for summary judgment seeking dismissal of all counts against it, and judgment for the Company on our counterclaim. The Chancery Division granted the Company’s summary judgment motion on March 25, 2003 and dismissed the case with prejudice. Plaintiffs appealed the judgment in our favor, and the Company does not know whether plaintiffs will be successful in their appeal.

There have been recent reports of lawsuits against owners and managers of multifamily and office properties asserting claims of personal injury and property damage caused by the presence of mold in residential units or office space. The Company has been named as a defendant in two lawsuits that allege personal injury as a result of the presence of mold. Unspecified damages are sought. The Company has referred these lawsuits to its environmental insurance carrier and, as of the date of this Form 10-K, the insurance carrier is tendering a defense to these claims.

Letters-of-Credit

In connection with certain mortgages, the Company is required to maintain leasing and capital reserve accounts with the mortgage lenders through letters-of-credit which totaled $11.5 million at December 31, 2003. The Company is also required to maintain escrow accounts for taxes, insurance and tenant security

 

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deposits that amounted to $14.4 million at December 31, 2003. The related tenant rents are deposited into the loan servicer’s depository accounts, which are used to fund debt service, operating expenses, capital expenditures and the escrow and reserve accounts, as necessary. Any excess cash is included in cash and cash equivalents.

Other Commitments

As of December 31, 2003, the Company owned 446 acres of land for future development and held options to purchase 61 additional acres.

19.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table details the components of accumulated other comprehensive income (loss) as of and for the three years ended December 31, 2003 (in thousands):

    Unrealized Gains
(Losses) on Securities
  Cash Flow
Hedges
  Accumulated Other
Comprehensive Loss
 
   

 

 

 
Balance at January 1, 2001
  $ (1,731 ) $   $ (1,731)  
Change during year
    1,816     (7,921 )   (6,105)  
Reclassification adjustments for losses reclassified into operations
        3,249     3,249  
   

 

 

 
Balance at December 31, 2001
    85     (4,672 )   (4,587)  
Change during year
    733     (7,954 )   (7,221)  
Reclassification adjustments for losses
                   
reclassified into operations
        5,406     5,406  
   

 

 

 
Balance at December 31, 2002
  $ 818   $ (7,220 ) $ (6,402)  
Change during year
    51     (1,118 )   (1,067)  
Reclassification adjustments for losses
                   
reclassified into operations
        5,311     5,311  
   

 

 

 
Balance at December 31, 2003
  $ 869   $ (3,027 ) $ (2,158)  
   

 

 

 
   
20.
SUBSEQUENT EVENTS

On January 12, 2004, the Company sold 2,645,000 Common Shares in an underwritten public offering for net proceeds (net of transaction costs) of $69.3 million.

On February 3, 2004, the Company entered into an agreement to redeem 1,950,000 Series B Preferred Units, with a stated aggregate value of $97.5 million, on or before March 15, 2003 for an aggregate price of $93.0 million plus accrued but unpaid dividends from January 1, 2004. The Company subsequently redeemed all of such Units.

On February 27, 2004, the Company sold 2,300,000 7.375% Series D Cumulative Redeemable Preferred Shares, each with a liquidation preference of $25.00 per share in an underwritten public offering for net proceeds (net of transaction costs) of $55.5 million.

On March 3, 2004, the Company sold 1,840,000 Common Shares in an underwritten public offering for net proceeds (net of transaction costs) of $50.7 million.

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Brandywine Realty Trust
Schedule II
Valuation and Qualifying Accounts
(in thousands)

Description
  Balance at
Beginning
of Period
  Additions

Charged to
expense
  Deductions   Balance
at End
of Period
 

 

 

 

 

 
Allowance for doubtful accounts:
                         
                           
Year ended December 31, 2003
  $ 4,576   $ 189   $ 734   $ 4,031  
   

 

 

 

 
                           
Year ended December 31, 2002
  $ 4,532   $ 894   $ 850   $ 4,576  
   

 

 

 

 
                           
Year ended December 31, 2001
  $ 2,427   $ 2,867   $ 762   $ 4,532  
   

 

 

 

 

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Brandywine Realty Trust
Schedule III
Real Estate and Accumulated Depreciation
(in thousands)

                Initial Cost

  Gross Amount at Which Carried
December 31, 2003

                   
   
City
  State   Encumberances at
December 31, 2003
  Land   Building and
Improvements
  Net
Improvements
(Retirements)
Since
Acquisition
  Land   Building and
Improvements
  Total (a)   Accumulated
Depreciation at
December 31,
2003 (b)
  Date of
Construction
  Date
Acquired
  Depreciable
Life
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
One Greentree Centre
    Marlton     NJ         345     4,440     401     345     4,841     5,186     2,656     1982     1986     40  
Three Greentree Centre
    Marlton     NJ         323     6,024     91     323     6,115     6,438     3,856     1984     1986     40  
Two Greentree Centre
    Marlton     NJ         264     4,693     104     264     4,797     5,061     2,998     1983     1986     40  
110 Summit Drive
    Exton     PA         403     1,647     157     403     1,804     2,207     446     1985     1996     40  
1155 Business Center Drive
    Horsham     PA     2,468     1,029     4,124     (182 )   1,029     3,942     4,971     1,291     1990     1996     40  
120 West Germantown Pike
    Plymouth Meeting     PA         685     2,773     400     685     3,173     3,858     812     1984     1996     40  
1336 Enterprise Drive
    West Goshen     PA         731     2,946     51     731     2,997     3,728     716     1990     1996     40  
140 West Germantown Pike
    Plymouth Meeting     PA         481     1,976     236     481     2,212     2,693     701     1984     1996     40  
18 Campus Boulevard
    Newtown Square     PA     3,408     787     3,312     22     787     3,334     4,121     1,003     1990     1996     40  
2240/50 Butler Pike
    Plymouth Meeting     PA         1,104     4,627     603     1,104     5,230     6,334     1,791     1984     1996     40  
2260 Butler Pike
    Plymouth Meeting     PA         661     2,727     157     661     2,884     3,545     813     1984     1996     40  
33 Street Road — Greenwood Square I
    Bensalem     PA         851     3,407     419     851     3,826     4,677     1,008     1985     1996     40  
33 Street Road — Greenwood Square II
    Bensalem     PA         1,126     4,511     924     1,126     5,435     6,561     1,593     1985     1996     40  
33 Street Road — Greenwood Square III
    Bensalem     PA         350     1,401     101     350     1,502     1,852     367     1985     1996     40  
456 Creamery Way
    Exton     PA         635     2,548     (47 )   635     2,501     3,136     635     1987     1996     40  
457 Haddonfield Road
    Cherry Hill     NJ     11,410     2,142     9,120     2,536     2,142     11,656     13,798     4,072     1990     1996     40  
468 Creamery Way
    Exton     PA         526     2,112     (37 )   526     2,075     2,601     562     1990     1996     40  
486 Thomas Jones Way
    Exton     PA         806     3,256     (92 )   806     3,164     3,970     852     1990     1996     40  
500 Enterprise Road
    Horsham     PA         1,303     5,188     (790 )   1,303     4,398     5,701     1,245     1990     1996     40  
500 North Gulph Road
    King of Prussia     PA         1,303     5,201     785     1,303     5,986     7,289     1,630     1979     1996     40  
650 Dresher Road
    Horsham     PA     1,713     636     2,501     314     636     2,815     3,451     733     1984     1996     40  
6575 Snowdrift Road
    Allentown     PA         601     2,411     473     601     2,884     3,485     1,050     1988     1996     40  
700 Business Center Drive
    Horsham     PA     1,478     550     2,201     226     550     2,427     2,977     611     1986     1996     40  
7248 Tilghman Street
    Allentown     PA         731     2,969     70     731     3,039     3,770     839     1987     1996     40  
7310 Tilghman Street
    Allentown     PA         553     2,246     582     553     2,828     3,381     869     1985     1996     40  
800 Business Center Drive
    Horsham     PA     2,234     896     3,585     19     896     3,604     4,500     899     1986     1996     40  
8000 Lincoln Drive
    Marlton     NJ         606     2,887     (194 )   606     2,693     3,299     699     1983     1996     40  
One Progress Avenue
    Horsham     PA         1,399     5,629     144     1,399     5,773     7,172     1,507     1986     1996     40  
One Righter Parkway
    Talleyville     DE     10,680     2,545     10,195     282     2,545     10,477     13,022     2,633     1989     1996     40  
1 Foster Avenue
    Gibbsboro     NJ         93     364     35     93     399     492     83     1972     1997     40  
10 Foster Avenue
    Gibbsboro     NJ         244     971     72     244     1,043     1,287     224     1983     1997     40  
100 Berwyn Park
    Berwyn     PA     7,135     1,180     7,290     158     1,180     7,448     8,628     1,717     1986     1997     40  
100 Commerce Drive
    Newark     DE         1,160     4,633     516     1,160     5,149     6,309     1,151     1989     1997     40  
100 Katchel Blvd
    Reading     PA         1,881     7,423     139     1,881     7,562     9,443     1,747     1970     1997     40  
1000 Atrium Way
    Mt. Laurel     NJ         2,061     8,180     390     2,061     8,570     10,631     1,957     1989     1997     40  
1000 Howard Boulevard
    Mt. Laurel     NJ     3,647     2,297     9,288     434     2,297     9,722     12,019     2,474     1988     1997     40  
10000 Midlantic Drive
    Mt. Laurel     NJ         3,206     12,857     1,127     3,206     13,984     17,190     3,255     1990     1997     40  
100-300 Gundy Drive
    Reading     PA         6,495     25,180     5,829     6,495     31,009     37,504     6,931     1970     1997     40  
1007 Laurel Oak Road
    Voorhees     NJ         1,563     6,241     17     1,563     6,258     7,821     1,314     1996     1997     40  
105/140 Terry Drive
    Newtown     PA         2,299     8,238     2,256     2,299     10,494     12,793     2,575     1974     1997     40  
111 Presidential Boulevard
    Bala Cynwyd     PA         5,419     21,612     850     5,419     22,462     27,881     4,711     1974     1997     40  
1120 Executive Boulevard
    Mt. Laurel     NJ         2,074     8,415     762     2,074     9,177     11,251     2,166     1987     1997     40  
15000 Midlantic Drive
    Mt. Laurel     NJ         3,061     12,254     8     3,061     12,262     15,323     2,813     1991     1997     40  
2 Foster Avenue
    Gibbsboro     NJ         185     730     23     185     753     938     158     1974     1997     40  
20 East Clementon Road
    Gibbsboro     NJ         769     3,055     248     769     3,303     4,072     760     1986     1997     40  
200 Berwyn Park
    Berwyn     PA     9,592     1,533     9,460     606     1,533     10,066     11,599     2,308     1987     1997     40  
2000 Midlantic Drive
    Mt. Laurel     NJ     9,421     2,202     8,823     462     2,202     9,285     11,487     2,236     1989     1997     40  
220 Commerce Drive
    Fort Washington     PA         1,086     4,338     536     1,086     4,874     5,960     1,099     1974     1997     40  

F-30


Back to Contents

Brandywine Realty Trust
Schedule III
Real Estate and Accumulated Depreciation
(in thousands)

                Initial Cost

  Gross Amount at Which Carried
December 31, 2003

                   
   
City
  State   Encumberances at
December 31, 2003
  Land   Building and
Improvements
  Net
Improvements
(Retirements)
Since
Acquisition
  Land   Building and
Improvements
  Total (a)   Accumulated
Depreciation at
December 31,
2003 (b)
  Date of
Construction
  Date
Acquired
  Depreciable
Life
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
300 Berwyn Park
    Berwyn     PA     13,200     2,206     13,422     334     2,206     13,756     15,962     3,093     1989     1997     40  
300 Welsh Road — Building I
    Horsham     PA     2,297     894     3,572     161     894     3,733     4,627     862     1985     1997     40  
300 Welsh Road — Building II
    Horsham     PA     1,038     396     1,585     109     396     1,694     2,090     371     1985     1997     40  
321 Norristown Road
    Lower Gwyned     PA         1,290     5,176     1,292     1,290     6,468     7,758     1,490     1972     1997     40  
323 Norristown Road
    Lower Gwyned     PA         1,685     6,751     757     1,685     7,508     9,193     1,669     1988     1997     40  
4 Foster Avenue
    Gibbsboro     NJ         183     726     76     183     802     985     163     1974     1997     40  
4000 Midlantic Drive
    Mt. Laurel     NJ     3,158     714     5,085     (1,948 )   714     3,137     3,851     716     1981     1997     40  
5 Foster Avenue
    Gibbsboro     NJ         9     32     25     9     57     66     9     1968     1997     40  
5 U.S. Avenue
    Gibbsboro     NJ         21     81     2     21     83     104     18     1987     1997     40  
50 East Clementon Road
    Gibbsboro     NJ         114     964     4     114     968     1,082     203     1986     1997     40  
500 Office Center Drive
    Ft. Washington     PA         1,617     6,480     1,052     1,617     7,532     9,149     2,079     1985     1997     40  
501 Office Center Drive
    Ft. Washington     PA         1,796     7,192     768     1,796     7,960     9,756     1,943     1985     1997     40  
55 U.S. Avenue
    Gibbsboro     NJ         1,116     4,435     51     1,116     4,486     5,602     943     1982     1997     40  
6 East Clementon Road
    Gibbsboro     NJ         1,345     5,366     340     1,345     5,706     7,051     1,298     1980     1997     40  
655 Business Center Drive
    Horsham     PA     1,810     544     2,529     572     544     3,101     3,645     911     1997     1997     40  
7 Foster Avenue
    Gibbsboro     NJ         231     921     135     231     1,056     1,287     238     1983     1997     40  
748 Springdale Drive
    Exton     PA         236     931     142     236     1,073     1,309     311     1986     1997     40  
855 Springdale Drive
    Exton     PA         838     3,370     80     838     3,450     4,288     796     1986     1997     40  
9000 Midlantic Drive
    Mt. Laurel     NJ     6,135     1,472     5,895     114     1,472     6,009     7,481     1,367     1989     1997     40  
Five Eves Drive
    Marlton     NJ         703     2,819     649     703     3,468     4,171     1,061     1986     1997     40  
Four A Eves Drive
    Marlton     NJ         539     2,168     167     539     2,335     2,874     657     1987     1997     40  
Four B Eves Drive
    Marlton     NJ         588     2,369     95     588     2,464     3,052     628     1987     1997     40  
King & Harvard
    Cherry Hill     NJ         1,726     1,069     2,193     1,726     3,262     4,988     956     1979     1997     40  
Main Street – Piazza
    Voorhees     NJ         696     2,802     88     696     2,890     3,586     693     1990     1997     40  
Main Street – Plaza 1000
    Voorhees     NJ         2,729     10,931     2,522     2,729     13,453     16,182     3,220     1988     1997     40  
Main Street – Promenade
    Voorhees     NJ         531     2,052     207     531     2,259     2,790     597     1988     1997     40  
Main Street- CAM
    Voorhees     NJ         3     11     98     3     109     112     31     1997     40        
One South Union Place
    Cherry Hill     NJ         771     8,047     480     771     8,527     9,298     2,547     1980     1997     40  
Two Eves Drive
    Marlton     NJ         818     3,461     128     818     3,589     4,407     962     1987     1997     40  
1000 First Avenue
    King of Prussia     PA     4,516     2,772     10,936     277     2,772     11,213     13,985     1,991     1980     1998     40  
1009 Lenox Drive
    Lawrenceville     NJ         4,876     19,284     3,304     4,876     22,588     27,464     4,932     1989     1998     40  
1020 First Avenue
    King of Prussia     PA     3,610     2,168     8,576     435     2,168     9,011     11,179     1,590     1984     1998     40  
1040 First Avenue
    King of Prussia     PA     4,940     2,860     11,282     1,156     2,860     12,438     15,298     2,675     1985     1998     40  
1060 First Avenue
    King of Prussia     PA     4,415     2,712     10,953     6     2,712     10,959     13,671     1,941     1987     1998     40  
14 Campus Boulevard
    Newtown Square     PA     5,340     2,244     4,217     (3 )   2,244     4,214     6,458     992     1998     1998     40  
150 Corporate Center Drive
    Camp Hill     PA         964     3,871     273     964     4,144     5,108     849     1987     1998     40  
160-180 West Germantown Pike
    East Norriton     PA     5,342     1,603     6,418     653     1,603     7,071     8,674     1,515     1982     1998     40  
1957 Westmoreland Street
    Richmond     VA     2,773     1,061     4,241     284     1,061     4,525     5,586     911     1975     1998     40  
200 Corporate Center Drive
    Camp Hill     PA         1,647     6,606     60     1,647     6,666     8,313     1,300     1989     1998     40  
2100-2108 West Laburnum
    Richmond     VA     1,131     2,482     8,846     1,840     2,482     10,686     13,168     1,875     1976     1998     40  
2120 Tomlynn Street
    Richmond     VA     771     281     1,125     147     281     1,272     1,553     248     1986     1998     40  
2130-2146 Tomlynn Street
    Richmond     VA     1,022     353     1,416     289     353     1,705     2,058     280     1988     1998     40  
2169-79 Tomlynn Street
    Richmond     VA     1,064     423     1,695     25     423     1,720     2,143     307     1985     1998     40  
2201-2245 Tomlynn Street
    Richmond     VA     2,762     1,020     4,067     476     1,020     4,543     5,563     979     1989     1998     40  
2212-2224 Tomlynn Street
    Richmond     VA     1,284     502     2,014     71     502     2,085     2,587     372     1985     1998     40  
2221-2245 Dabney Road
    Richmond     VA     1,331     530     2,123     27     530     2,150     2,680     384     1994     1998     40  
2240 Dabney Road
    Richmond     VA     661     264     1,059     8     264     1,067     1,331     193     1984     1998     40  
2244 Dabney Road
    Richmond     VA     1,367     550     2,203     1     550     2,204     2,754     390     1993     1998     40  

F-31


Back to Contents

Brandywine Realty Trust
Schedule III
Real Estate and Accumulated Depreciation
(in thousands)

                Initial Cost

  Gross Amount at Which Carried
December 31, 2003

                   
   
City
  State   Encumberances at
December 31, 2003
  Land   Building and
Improvements
  Net
Improvements
(Retirements)
Since
Acquisition
  Land   Building and
Improvements
  Total (a)   Accumulated
Depreciation at
December 31,
2003 (b)
  Date of
Construction
  Date
Acquired
  Depreciable
Life
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
2246 Dabney Road
    Richmond     VA     1,131     455     1,822     1     455     1,823     2,278     323     1987     1998     40  
2248 Dabney Road
    Richmond     VA     1,359     512     2,049     176     512     2,225     2,737     442     1989     1998     40  
2251 Dabney Road
    Richmond     VA     1,023     387     1,552     121     387     1,673     2,060     321     1983     1998     40  
2256 Dabney Road
    Richmond     VA     907     356     1,427     44     356     1,471     1,827     279     1982     1998     40  
2277 Dabney Road
    Richmond     VA     1,262     507     2,034     1     507     2,035     2,542     360     1986     1998     40  
2401 Park Drive
    Harrisburg     PA         182     728     18     182     746     928     145     1984     1998     40  
2404 Park Drive
    Harrisburg     PA         167     668     90     167     758     925     201     1983     1998     40  
2490 Boulevard of the Generals
    King of Prussia     PA         348     1,394     45     348     1,439     1,787     302     1975     1998     40  
2511 Brittons Hill Road
    Richmond     VA     3,036     1,202     4,820     93     1,202     4,913     6,115     898     1987     1998     40  
2812 Emerywood Parkway
    Henrico     VA     3,286     1,069     4,281     1,268     1,069     5,549     6,618     844     1980     1998     40  
300 Arboretum Place
    Richmond     VA     14,872     5,450     21,892     2,076     5,450     23,968     29,418     4,968     1988     1998     40  
300 Corporate Center Drive
    Camp Hill     PA         4,823     19,301     317     4,823     19,618     24,441     3,938     1989     1998     40  
303 Fellowship Drive
    Mt. Laurel     NJ     2,591     1,493     6,055     476     1,493     6,531     8,024     1,342     1979     1998     40  
304 Harper Drive
    Mt. Laurel     NJ     1,220     657     2,674     446     657     3,120     3,777     726     1975     1998     40  
305 Fellowship Drive
    Mt. Laurel     NJ     2,576     1,421     5,768     789     1,421     6,557     7,978     1,621     1980     1998     40  
305 Harper Drive
    Mt. Laurel     NJ     367     223     913     1     223     914     1,137     162     1979     1998     40  
307 Fellowship Drive
    Mt. Laurel     NJ     2,643     1,565     6,342     276     1,565     6,618     8,183     1,327     1981     1998     40  
308 Harper Drive
    Mt. Laurel     NJ         1,643     6,663     432     1,643     7,095     8,738     1,291     1976     1998     40  
309 Fellowship Drive
    Mt. Laurel     NJ     2,783     1,518     6,154     945     1,518     7,099     8,617     1,442     1982     1998     40  
33 West State Street
    Trenton     NJ         6,016     24,091     105     6,016     24,196     30,212     4,825     1988     1998     40  
426 Lancaster Avenue
    Devon     PA         1,689     6,756     15     1,689     6,771     8,460     1,399     1990     1998     40  
4364 South Alston Avenue
    Durham     NC     2,846     1,622     6,419     771     1,622     7,190     8,812     1,292     1985     1998     40  
4805 Lake Brooke Drive
    Glen Allen     VA     4,134     1,640     6,567     121     1,640     6,688     8,328     1,192     1996     1998     40  
50 East State Street
    Trenton     NJ         8,926     35,735     546     8,926     36,281     45,207     7,239     1989     1998     40  
50 Swedesford Square
    Frazer     PA     6,304     3,902     15,254     365     3,902     15,619     19,521     2,769     1988     1998     40  
500 Nationwide Drive
    Harrisburg     PA         173     850     787     173     1,637     1,810     367     1977     1998     40  
52 Swedesford Square
    Frazer     PA     6,975     4,241     16,579     779     4,241     17,358     21,599     3,299     1986     1998     40  
520 Virginia Drive
    Ft. Washington     PA         845     3,455     380     845     3,835     4,680     975     1987     1998     40  
600 Corporate Circle Drive
    Harrisburg     PA         363     1,452     75     363     1,527     1,890     300     1978     1998     40  
600 East Main Street
    Richmond     VA     16,450     9,808     38,255     2,876     9,808     41,131     50,939     7,483     1986     1998     40  
600 Park Avenue
    King of Prussia     PA         1,012     4,048     3     1,012     4,051     5,063     810     1964     1998     40  
610 Freedom Business Center
    King of Prussia     PA     5,339     2,017     8,070     668     2,017     8,738     10,755     1,989     1985     1998     40  
620 Allendale Road
    King of Prussia     PA         1,020     3,839     980     1,020     4,819     5,839     1,034     1961     1998     40  
620 Freedom Business Center
    King of Prussia     PA     7,239     2,770     11,014     798     2,770     11,812     14,582     2,436     1986     1998     40  
630 Clark Avenue
    King of Prussia     PA         547     2,190     1     547     2,191     2,738     438     1960     1998     40  
630 Freedom Business Center
    King of Prussia     PA     7,138     2,773     11,144     460     2,773     11,604     14,377     2,566     1989     1998     40  
640 Allendale Road
    King of Prussia     PA         439     432     1,327     439     1,759     2,198     97     2001     1998     40  
640 Freedom Business Center
    King of Prussia     PA     11,203     4,222     16,891     1,453     4,222     18,344     22,566     3,769     1991     1998     40  
650 Park Avenue
    King of Prussia     PA         1,916     4,378     903     1,916     5,281     7,197     1,032     1968     1998     40  
660 Allendale Road
    King of Prussia     PA         396     3,343     (1,636 )   396     1,707     2,103     592     1962     1998     40  
680 Allendale Road
    King of Prussia     PA         689     2,756     678     689     3,434     4,123     784     1962     1998     40  
700 East Gate Drive
    Mt. Laurel     NJ     6,048     3,569     14,436     723     3,569     15,159     18,728     2,884     1984     1998     40  
701 East Gate Drive
    Mt. Laurel     NJ     2,971     1,736     6,877     588     1,736     7,465     9,201     1,326     1986     1998     40  
7010 Snowdrift Way
    Allentown     PA     1,370     818     3,324     101     818     3,425     4,243     612     1991     1998     40  
7150 Windsor Drive
    Allentown     PA     1,751     1,035     4,219     168     1,035     4,387     5,422     882     1988     1998     40  
7350 Tilghman Street
    Allentown     PA         3,414     13,716     1,087     3,414     14,803     18,217     3,049     1987     1998     40  
741 First Avenue
    King of Prussia     PA         1,287     5,151     210     1,287     5,361     6,648     1,069     1966     1998     40  
7450 Tilghman Street
    Allentown     PA     5,090     2,867     11,631     1,265     2,867     12,896     15,763     2,741     1986     1998     40  

F-32


Back to Contents

Brandywine Realty Trust
Schedule III
Real Estate and Accumulated Depreciation
(in thousands)

                Initial Cost

  Gross Amount at Which Carried
December 31, 2003

                   
    City   State   Encumberances at
December 31, 2003
  Land   Building and
Improvements
  Net
Improvements
(Retirements)
Since
Acquisition
  Land   Building and
Improvements
  Total (a)   Accumulated
Depreciation at
December 31,
2003 (b)
  Date of
Construction
  Date
Acquired
  Depreciable
Life
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
751-761 Fifth Avenue
    King of Prussia     PA         1,097     4,391     3     1,097     4,394     5,491     879     1967     1998     40  
7535 Windsor Drive
    Allentown     PA     5,659     3,376     13,400     747     3,376     14,147     17,523     2,609     1988     1998     40  
755 Business Center Drive
    Horsham     PA     2,156     1,362     2,334     646     1,362     2,980     4,342     935     1998     1998     40  
800 Corporate Circle Drive
    Harrisburg     PA         414     1,653     115     414     1,768     2,182     369     1979     1998     40  
815 East Gate Drive
    Mt. Laurel     NJ     1,078     636     2,584     119     636     2,703     3,339     569     1986     1998     40  
817 East Gate Drive
    Mt. Laurel     NJ     1,005     611     2,426     74     611     2,500     3,111     441     1986     1998     40  
875 First Avenue
    King of Prussia     PA         618     2,473     3,259     618     5,732     6,350     822     1966     1998     40  
9011 Arboretum Parkway
    Richmond     VA     4,884     1,857     7,702     279     1,857     7,981     9,838     1,492     1991     1998     40  
9100 Arboretum Parkway
    Richmond     VA     3,736     1,362     5,489     540     1,362     6,029     7,391     1,248     1988     1998     40  
920 Harvest Drive
    Blue Bell     PA         2,433     9,738     502     2,433     10,240     12,673     2,126     1990     1998     40  
9200 Arboretum Parkway
    Richmond     VA     2,634     985     3,973     253     985     4,226     5,211     792     1988     1998     40  
9210 Arboretum Parkway
    Richmond     VA     2,867     1,110     4,474     87     1,110     4,561     5,671     812     1988     1998     40  
9211 Arboretum Parkway
    Richmond     VA     1,536     582     2,433     78     582     2,511     3,093     444     1991     1998     40  
922 Swedesford Road
    Frazer     PA         218     1     (1 )   218         218         1986     1998     40  
925 Harvest Drive
    Blue Bell     PA         1,671     6,606     252     1,671     6,858     8,529     1,354     1990     1998     40  
993 Lenox Drive
    Lawrenceville     NJ     12,155     2,811     17,996     (5,986 )   2,811     12,010     14,821     2,361     1985     1998     40  
997 Lenox Drive
    Lawrenceville     NJ     10,095     2,410     9,700     199     2,410     9,899     12,309     2,040     1987     1998     40  
Marine Center – Pier #12
    Philadelphia     PA                 356         356     356     48     1998     40        
Marine Center – Pier #24
    Philadelphia     PA                 59         59     59     7     1998     40        
Marine Center Pier #13-15
    Philadelphia     PA                 106         106     106     76     1998     40        
Philadelphia Marine Center
    Philadelphia     PA         532     2,196     37     532     2,233     2,765     395           1998     40  
11 Campus Boulevard
    Newtown Square     PA     4,775     1,112     4,067     595     1,112     4,662     5,774     720     1999     1999     40  
2000 Lenox Drive
    Lawrenceville     NJ     14,349     2,291     12,221     2,984     2,291     15,205     17,496     2,518     1999     1999     40  
630 Allendale Road
    King of Prussia     PA     19,797     2,836     4,028     15,961     2,836     19,989     22,825     2,654     1999     1999     40  
630 Dresher Road
    Horsham     PA         771     3,083     796     771     3,879     4,650     558     1987     1999     40  
7130 Ambassador Drive
    Allentown     PA         761     3,046     10     761     3,056     3,817     446     1991     1999     40  
1050 Westlakes Drive
    Berwyn     PA         2,611     10,445     1,762     2,611     12,207     14,818     1,765     1984     2000     40  
1700 Paoli Pike
    East Goshen     PA         458     559     2,923     458     3,482     3,940     233     2000     2000     40  
10 Lake Center Drive
    Marlton     NJ         1,880     7,521     366     1,880     7,887     9,767     577     1989     2001     40  
100 Arrandale Boulevard
    Exton     PA         970     3,878     2     970     3,880     4,850     267     1997     2001     40  
100 Gateway Centre Parkway
    Richmond     VA         391     5,410     1,256     391     6,666     7,057     724     2001     2001     40  
100 Lindenwood Drive
    Malvern     PA         473     1,892     527     473     2,419     2,892     178     1985     2001     40  
101 Lindenwood Drive
    Malvern     PA         4,152     16,606     171     4,152     16,777     20,929     1,171     1988     2001     40  
1100 Cassett Road
    Berwyn     PA         1,695     6,779     4     1,695     6,783     8,478     466     1997     2001     40  
111 Arrandale Boulevard
    Exton     PA     1,152     262     1,048     1     262     1,049     1,311     72     1996     2001     40  
111/113 Pencader Drive
    Newark     DE         1,092     4,366     3     1,092     4,369     5,461     300     1990     2001     40  
1160 Swedesford Road
    Berwyn     PA         1,781     7,124     430     1,781     7,554     9,335     640     1986     2001     40  
1180 Swedesford Road
    Berwyn     PA         2,086     8,342     345     2,086     8,687     10,773     651     1987     2001     40  
161 Gaither Drive
    Mt. Laurel     NJ         1,016     4,064     342     1,016     4,406     5,422     351     1987     2001     40  
17 Campus Boulevard
    Newtown Square     PA     5,197     1,108     5,155     22     1,108     5,177     6,285     625     2001     2001     40  
200 Lake Drive East
    Cherry Hill     NJ         2,069     8,275     168     2,069     8,443     10,512     597     1989     2001     40  
200 Lindenwood Drive
    Malvern     PA         324     1,295     2     324     1,297     1,621     89     1984     2001     40  
210 Lake Drive East
    Cherry Hill     NJ         1,645     6,579     164     1,645     6,743     8,388     475     1986     2001     40  
220 Lake Drive East
    Cherry Hill     NJ         2,144     8,798     514     2,144     9,312     11,456     781     1988     2001     40  
30 Lake Center Drive
    Marlton     NJ         1,043     4,171     145     1,043     4,316     5,359     303     1986     2001     40  
300 Lindenwood Drive
    Malvern     PA         848     3,394     237     848     3,631     4,479     233     1984     2001     40  
301 Lindenwood Drive
    Malvern     PA         2,729     10,915     648     2,729     11,563     14,292     839     1986     2001     40  

F-33


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Brandywine Realty Trust
Schedule III
Real Estate and Accumulated Depreciation
(in thousands)

                Initial Cost

  Gross Amount at Which Carried
December 31, 2003

                   
    City   State   Encumb-
erances at
December 31,
2003
  Land   Building and
Improvements
  Net
Improvements
(Retirements)
Since
Acquisition
  Land   Building
and
Improvements
  Total (a)   Accumulated
Depreciation at
December 31,
2003 (b)
  Date of
Construction
  Date
Acquired
  Depreciable
Life
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
412 Creamery Way
    Exton     PA         1,195     4,779     436     1,195     5,215     6,410     437     1999     2001     40  
429 Creamery Way
    Exton     PA     3,235     1,368     5,471     3     1,368     5,474     6,842     376     1996     2001     40  
436 Creamery Way
    Exton     PA         994     3,978     14     994     3,992     4,986     279     1991     2001     40  
440 Creamery Way
    Exton     PA     3,093     982     3,927     87     982     4,014     4,996     296     1991     2001     40  
442 Creamery Way
    Exton     PA     2,769     894     3,576     2     894     3,578     4,472     246     1991     2001     40  
457 Creamery Way
    Exton     PA         777     3,107     2     777     3,109     3,886     214     1990     2001     40  
467 Creamery Way
    Exton     PA         906     3,623     2     906     3,625     4,531     249     1988     2001     40  
479 Thomas Jones Way
    Exton     PA         1,075     4,299     260     1,075     4,559     5,634     346     1988     2001     40  
481 John Young Way
    Exton     PA     2,475     496     1,983     2     496     1,985     2,481     136     1997     2001     40  
555 Croton Road
    King of Prussia     PA     6,209     4,486     17,943     121     4,486     18,064     22,550     1,261     1999     2001     40  
7360 Windsor Drive
    Allentown     PA         1,451     3,618     2,039     1,451     5,657     7,108     708     2001     2001     40  
Two Righter Parkway
    Wilmington     DE         2,802     11,217     7     2,802     11,224     14,026     1,001     1987     2001     40  
100 Brandywine Boulevard
    Newtown     PA         1,784     9,811     2,971     1,784     12,782     14,566     767     2002     2002     40  
1000 Lenox Drive
    Lawrenceville     NJ         1,174     4,696     3     1,174     4,699     5,873     176     1982     2002     40  
15 Campus Boulevard
    West Goshen     PA     5,943     1,164     3,896     2,127     1,164     6,023     7,187     532     2002     2002     40  
200 Commerce Drive
    Newark     DE     6,165     911     4,414     1,552     911     5,966     6,877     877     1998     2002     40  
400 Berwyn Park
    Berwyn     PA     15,726     2,657     4,462     12,947     2,657     17,409     20,066     1,105     2002     2002     40  
400 Commerce Drive
    Newark     DE     12,346     2,528     9,220     4,495     2,528     13,715     16,243     2,381     1997     2002     40  
401 Plymouth Road
    Plymouth Meeting     PA         6,198     16,131     16,467     6,198     32,598     38,796     2,327     2002     2002     40  
600 Plymouth Mtg Exec Campus
    Plymouth Meeting     PA     12,439     3,652     15,288     266     3,652     15,554     19,206     726     1986     2002     40  
980 Harvest Drive
    Blue Bell     PA         2,079     7,821     27     2,079     7,848     9,927     266     1988     2002     40  
Four Plymouth Mtg Exec Campus
    Plymouth Meeting     PA     11,791     3,572     14,435     198     3,572     14,633     18,205     691     1990     2002     40  
Three Plymouth Mtg Exec Campus
    Plymouth Meeting     PA     12,078     3,558     14,743     348     3,558     15,091     18,649     713     1988     2002     40  
Two Paragon Place
    Richmond     VA         2,917     11,454     760     2,917     12,214     15,131     548     1989     2002     40  
Two Plymouth Mtg Exec Campus
    Plymouth Meeting     PA     11,991     3,651     14,514     349     3,651     14,863     18,514     786     1987     2002     40  
565 East Swedesford Road
    Wayne     PA         1,872     7,489     5     1,872     7,494     9,366     31     1984     2003     40  
575 East Swedesford Road
    Wayne     PA         2,178     8,712     6     2,178     8,718     10,896     36     1985     2003     40  
585 East Swedesford Road
    Wayne     PA         1,350     5,401     3     1,350     5,404     6,754     23     1998     2003     40  
595 East Swedesford Road
    Wayne     PA         2,729     10,917     7     2,729     10,924     13,653     45     1988     2003     40  
935 First Avenue
    King of Prussia     PA         3,255     11,693     7     3,255     11,700     14,955     156     2001     2003     40  
989 Lenox Drive
    Lawrenceville     NJ         3,701     14,802     8     3,701     14,810     18,511         1982     2003     40  
               
 
 
 
 
 
 
 
                   
                $ 456,402   $ 345,022   $ 1,380,642   $ 144,080   $ 345,022   $ 1,524,722   $ 1,869,744   $ 268,091                    
               
 
 
 
 
 
 
 
                   

F-34


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(a)
Reconciliation of Real Estate:
   
 
The following table reconciles the real estate investments from January 1, 2002 to December 31, 2003 (in thousands):
   
    2003   2002   2001  
   

 

 

 
Balance at beginning of year
  $ 1,890,009   $ 1,893,039   $ 1,754,895  
Additions:
                   
Acquisitions
    59,149     120,627     217,212  
Capital expenditures
    57,721     94,086     65,210  
Less:
                   
Dispositions
    (135,118 )   (209,014 )   (144,278)  
Assets transferred to held-for-sale
    (2,017 )   (8,729 )    
   

 

 

 
Balance at end of year
  $ 1,869,744   $ 1,890,009   $ 1,893,039  
   

 

 

 
   
(b)
Reconciliation of Accumulated Depreciation:
   
 
The following table reconciles the accumulated depreciation on real estate investments from January 1, 2003 to December 31, 2003 (in thousands):
   
    2003   2002   2001  
   

 

 

 
Balance at beginning of year
  $ 245,230   $ 230,793   $ 179,558  
Additions:
                   
Depreciation expense – continued operations
    51,191     46,190     59,348  
Depreciation expense – discontinued operations
    695     2,511     10,147  
Acquisitions
        1,175      
Less:
                   
Dispositions
    (28,663 )   (34,204 )   (18,260)  
Assets transferred to held-for-sale
    (362 )   (1,235 )    
   

 

 

 
Balance at end of year
  $ 268,091   $ 245,230   $ 230,793  
   

 

 

 

F-35


Exhibit 10.14 SEVENTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRANDYWINE OPERATING PARTNERSHIP, L.P. THIS SEVENTH AMENDMENT, dated as of December 31, 1998 (the "Amendment"), amends the Amended and Restated Agreement of Limited Partnership (as heretofore amended to date, the "Partnership Agreement") of BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Partnership Agreement. BACKGROUND A. Pursuant to the Partnership Agreement, Brandywine Realty Trust (the "General Partner"), as the general partner of the Partnership, has the power and authority to issue additional Partnership Interests to persons on such terms and conditions as the General Partner may deem appropriate. B. The General Partner, pursuant to the exercise of such power and authority and in accordance with the Partnership Agreement, has determined to execute this Amendment to the Partnership Agreement to evidence the issuance of additional Partnership Interests and the admission of the other signatories hereto as Limited Partners of the Partnership in exchange for certain contributions of partnership interests in partnerships holding real estate and real estate related assets that are being made to the Partnership on the date hereof pursuant to a "contribution" agreement (relating to a property commonly known as Interstate Center) among the Partnership, the General Partner and the Admitted Partners (as defined below). NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Partnership Agreement as follows: 1. The Partnership Agreement is hereby amended to reflect the admission as a Limited Partner on the date hereof of the Persons set forth on Schedule A attached hereto (the "Admitted Partners") and the ownership by such Persons of the number of Class A Units listed opposite each Person's name on Schedule A. Attached as Schedule B is a list of the Partners of the Partnership prior to the admission of the Admitted Partners, together with the number and class of Partnership Interests owned by such partners.

2. The Partnership Interests issued hereby shall constitute Class A Units; provided that any distribution to be received by the Admitted Partners on the Class A Units issued to them on the date hereof on account of the fiscal quarter in which they are admitted to the Partnership shall be pro-rated to reflect the portion of the fiscal quarter of the Partnership for which the Admitted Partners held such Class A Units and shall not be pro-rata in accordance with their then Percentage Interests; provided further that the Redemption Right granted to holders of Class A Units in Article XV of the Partnership Agreement shall not be exercisable by the holders of the Class A Units issued on the date hereof to the Admitted Partners until 180 days after the date hereof, except that, (i) if the holder of any such Class A Units dies, such holder's estate shall thereupon be permitted to exercise the Redemption Right with respect to all of such Class A Units held by it notwithstanding the foregoing restriction and (ii) if a Change of Control (as defined below) of the General Partner occurs, the foregoing restriction on exercise of the Redemption Right shall automatically terminate with respect to all of such Class A Units. 3. As used herein, the term "Change of Control" shall mean Change of Control" means: (i) the acquisition in one or more transactions by any "Person" (as the term person is used for purposes of Sections 13(d) or 14(d) of the Exchange Act) of "Beneficial ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of the combined voting power of the General Partner's then outstanding voting securities (the "Voting Securities"), provided that for purposes of this clause (i) Voting Securities acquired directly from the General Partner by any Person shall be excluded from the determination of such Person's Beneficial ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or (ii) approval by shareholders of the General Partner of: (A) a merger, reorganization or consolidation involving the General Partner if the shareholders of the General Partner immediately before such merger, reorganization or consolidation do not or will not own directly or indirectly immediately following such merger, reorganization or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the General Partner resulting from or surviving such merger, reorganization or consolidation in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such merger, reorganization or consolidation; or (B) a complete liquidation or dissolution of the General Partner; or (C) an agreement for the sale or other disposition of all or substantially all of the assets of the General Partner; or -2-

(iii) acceptance by shareholders of the General Partner of shares in a share exchange if the shareholders of the General Partner immediately before such share exchange do not or will not own directly or indirectly immediately following such share exchange more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from or surviving such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange. 4. By execution of this Amendment to the Partnership Agreement by the General Partner and the Admitted Partners, the Admitted Partners agree to be bound by each and every term of the Partnership Agreement as amended from time to time in accordance with the terms of the Partnership Agreement. 5. On the date of this Amendment, each of the Admitted Partners shall execute and deliver to Brandywine Realty Trust an Irrevocable Proxy coupled with an Interest in the form set forth on Exhibit 1 hereto attached. 6. This Amendment may be executed in one or more counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts together constituting the same agreement. 7. Except as expressly set forth in this Amendment to the Partnership Agreement, the Partnership Agreement is hereby ratified and confirmed in each and every respect. IN WITNESS WHEREOF, this Amendment to the Partnership Agreement has been executed and delivered as of the date first above written. GENERAL PARTNER: BRANDYWINE REALTY TRUST By: ------------------------------------ Gerard H. Sweeney, President and CEO ADMITTED PARTNERS: ----------------------------------------- William H. Godwin, Jr. ----------------------------------------- Bryson Powell -3-

SCHEDULE "A" NUMBER OF ADMITTED PARTNERSHIP PARTNERS INTERESTS -------- --------- William H. Godwin, Jr. 41,734 Bryson Powell 41,734 -4-

SCHEDULE "B " BRANDYWINE OPERATING PARTNERSHIP, L.P. OUTSTANDING PARTNERSHIP INTERESTS AS OF DECEMBER 31, 1998 NUMBER OF PARTNERSHIP INTERESTS (ALL CLASS A UNITS LIMITED PARTNERS UNLESS OTHERWISE INDICATED) - ---------------- --------------------------- The Nichols Company 2,742 Brian F. Belcher 7,245 Jack R. Loew 1,245 Craig C. Hough 1,245 Werner A. Fricker 6,830 Randle Scarborough 59,578 Sean Scarborough 60,576 Steven L. Shapiro 1,902 Robert K. Scarborough 215,384 Raymond J. Perkins 2,536 Brandywine Holdings I, Inc. 5 Brandywine Realty Trust 467,220 Brookstone Investors, L.L.C. 57,126 Brookstone Holdings of Del.-4, L.L.C. 7,579 Brookstone Holdings of Del.-5, L.L.C. 80,445 Brookstone Holdings of Del.-6, L.L.C. 7,886 John S. Trogner, Sr. 89,801.232 John S. Trogner, Jr. 73,048.310 Blair S. Trogner, Sr. 138,126.471 Emma B. Trogner 27,087.416 Ronalee Trogner 21,669.933 Candis C. Trogner 40,631.123 Donald E. Axinn 928,651 Morris Green 50,233 Arthur and Marion Eberstein, Joint Tenants 7,513 Lennard Axinn 2,156 Trust UTW of Theodore Geffner 485 Howard Kantor 31,505 Irving Hirschman Family Trust 1,488 Leo Guthart 876 Gloria Kantor 21,647 Richard Bernhard 40,927 Calvin Axinn 40,927 Helen Geffner 1,488 Brandywine Realty Trust 750,000 Series A Preferred Mirror Units Commonwealth Atlantic Operating Properties Inc. 1,140,527 Series B Preferred Units Commonwealth Atlantic Land II Inc. 283,731 Series B Preferred Units Commonwealth Atlantic Development Inc. 43,725 Series B Preferred Units Commonwealth Atlantic Land Company 82,017 Series B Preferred Units GENERAL PARTNER NUMBER OF PARTNERSHIP INTERESTS - --------------- ------------------------------- Brandywine Realty Trust 37,549,713 GP Units -5-

EXHIBIT 1 IRREVOCABLE PROXY COUPLED WITH AN INTEREST KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives. IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this 31st day of December, 1998. --------------------------------- William H. Godwin, Jr. -6-

EXHIBIT 1 IRREVOCABLE PROXY COUPLED WITH AN INTEREST KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives. IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this 31st day of December, 1998. --------------------------------- Bryson Powell -7-

Exhibit 10.15 EIGHTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRANDYWINE OPERATING PARTNERSHIP, L.P. THIS EIGHTH AMENDMENT, dated as of April 19, 1999 (the "Amendment"), amends the Amended and Restated Agreement of Limited Partnership Agreement (as heretofore amended to date, the "Partnership Agreement") of BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Partnership Agreement. BACKGROUND ---------- A. Pursuant to the Partnership Agreement, Brandywine Realty Trust (the "General Partner"), as the general partner of the Partnership, has the power and authority to issue additional Partnership Interests and Units in one or more newly created classes of Partnership Interests to persons on such terms and conditions as the General Partner may deem appropriate. B. The General Partner, pursuant to the exercise of such power and authority and in accordance with the Partnership Agreement, has determined to execute this Amendment to the Partnership Agreement to create a new class of Partnership Interests designated as the Series C Preferred Mirror Units having designations, preferences and other rights which are substantially the same as the economic rights of the 8.75% Series B Senior Cumulative Convertible Preferred Shares of the General Partner (the "Series B Preferred Shares") and to evidence the issuance of such additional Partnership Interests to the General Partner in exchange for the General Partner's contribution to the Partnership of the net proceeds of the sale of the Series B Preferred Shares. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Partnership Agreement as follows: 8. In accordance with the Partnership Agreement, the Partnership Agreement is hereby amended to establish, and to issue to the General Partner, the Series C Preferred Mirror Units having the designations, preferences and other rights set forth below: (i) Designation and Number. A class of Partnership Interests designated as Series C Preferred Mirror Units is hereby established. The number of Series C Preferred Mirror Units shall be 4,375,000. The stated value of each Series C Preferred Mirror Unit shall be $24.00 (the "Stated Value").

(ii) Rank. The Series C Preferred Mirror Units will, with respect to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership, rank (a) senior to the Class A Units and all Partnership Interests ranking junior to the Series C Preferred Mirror Units; (b) on a parity with all Partnership Interests issued by the Partnership the terms of which specifically provide that such Partnership Interests rank on a parity with the Series C Preferred Mirror Units including the Partnership Interests designated as Series A Preferred Mirror Units and Series B Preferred Units; and (c) junior to all Partnership Interests issued by the Partnership the terms of which specifically provide that such Partnership Interests rank senior to the Series C Preferred Mirror Units. (iii) Distributions. (A) Pursuant to Section 6.1 of the Partnership Agreement, holders of Series C Preferred Mirror Units shall be entitled to receive, out of funds legally available therefor, cumulative quarterly cash distributions equal to the amount of the cumulative quarterly cash distributions payable on the Series C Preferred Shares. Such distributions shall be payable quarterly in arrears on or before the date on which distributions on the Series B Preferred Shares are payable (each a "Series C Preferred Mirror Unit Distribution Payment Date"). (B) No distributions on Series C Preferred Mirror Units shall be authorized or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such authorization, payment or setting apart for payment or provides that such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. (C) Notwithstanding the foregoing, distributions with respect to the Series C Preferred Mirror Units will accrue whether or not the terms and provisions set forth in Section 1(c)(ii) at any time prohibit the current payment of distributions, whether or not there are funds legally available for such distributions and whether or not such distributions are authorized. Accrued but unpaid distributions on the Series C Preferred Mirror Units will accumulate as of the Series C Preferred Mirror Unit Distribution Payment Date on which they first become payable.

(D) When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series C Preferred Mirror Units and any other Partnership Interests ranking on a parity as to distributions with the Series C Preferred Mirror Units, including the Series A Preferred Mirror Units and the Series B Preferred Units, all distributions authorized upon the Series C Preferred Mirror Units and any other Partnership Interests ranking on a parity as to distributions with the Series C Preferred Mirror Units shall be authorized pro rata so that the amount of distributions authorized per Partnership Unit of Series C Preferred Mirror Units and such other Partnership Interests shall in all cases bear to each other the same ratio that accrued distributions per Partnership Unit on the Series C Preferred Mirror Units and such other Partnership Interests (which shall not, with respect to such other Partnership Interests, include any accrual in respect of unpaid distributions for prior distribution periods if such other Partnership Interests do not have a cumulative distribution) bear to each other. Any distribution payment or payments on Series C Preferred Mirror Units which may be in arrears shall accrue distributions at the rate of 8.75% per annum. (E) Except as provided in Section 1(c)(iv), unless full cumulative distributions on the Series C Preferred Mirror Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods and the then current distribution period, no distributions (other than in Partnership Interests ranking junior to the Series C Preferred Mirror Units as to distributions and upon liquidation, dissolution or winding up) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made upon the Class A Units, the Series A Preferred Mirror Units or the Series B Preferred Units or any other Partnership Interests ranking junior to or on a parity with the Series C Preferred Mirror Units as to distributions or upon liquidation, dissolution or winding up, nor shall any Class A Units, Series A Preferred Mirror Units or the Series B Preferred Units or any other Partnership Interests ranking junior to or on a parity with the Series C Preferred Shares as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such units or other Partnership Interests) by the Partnership or any other entity controlled directly or indirectly by the Partnership (except by conversion into or exchange for Partnership Interests ranking junior to the Series C Preferred Mirror Units as to distributions and upon liquidation, dissolution or winding up).

(F) Holders of the Series C Preferred Mirror Units shall not be entitled to any distribution, whether payable in cash, property or Partnership Units in excess of full cumulative distributions on the Series C Preferred Mirror Units as described above. Any distribution payment made on the Series C Preferred Mirror Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such Series C Preferred Mirror Units which remains payable. (iv) Liquidation Preference. (A) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of Series C Preferred Mirror Units then outstanding are entitled to be paid out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.5(a) of the Partnership Agreement a liquidation preference equal to the Stated Value per Series C Preferred Mirror Unit, plus an amount equal to any accrued and unpaid distributions to the date of payment, before any distribution of assets is made to holders of Class A Units and GP Units or any other Partnership Interests that rank junior to the Series A Preferred Mirror Units upon liquidation, dissolution or winding up. (B) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series C Preferred Mirror Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series C Preferred Mirror Units in the distribution of assets, including the Series A Preferred Mirror Units and the Series B Preferred Units then such assets shall be allocated among the Series C Preferred Mirror Units, as a class, and each class or series of such other such Partnership Interests, as classes, in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

(C) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Mirror Units will have no right or claim to any of the remaining assets of the Partnership. (D) The consolidation or merger of the Partnership with or into any other partnership, corporation, trust or entity or of any other partnership, corporation, trust or other entity with or into the Partnership, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership for purposes of this Section 1(d). (v) Redemption. In connection with a redemption by the General Partner of any or all of the Series B Preferred Shares, the Partnership shall provide cash to the General Partner for such purpose which shall be equal to the redemption price (including accrued and unpaid distributions) of the Series B Preferred Shares to be redeemed and in exchange one Series C Preferred Mirror Unit shall be canceled with respect to each Series B Preferred Share so redeemed. From and after the date on which the Series B Preferred Shares are redeemed, the Series C Preferred Mirror Units so canceled shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series C Preferred Mirror Units shall cease. (vi) Conversion. In connection with, and at the time of, the conversion of all or any Series B Preferred Shares into Common Shares, a number of Series B Preferred Mirror Units equal to the number of Series B Preferred Shares so converted shall be converted into a number of Class A Units equal to the number of Common Shares issued upon such conversion. (vii) Allocations. Allocations of the Partnership's items of income, gain, loss and deduction shall be allocated among holders of Series C Preferred Mirror Units in accordance with Article VII of the Partnership Agreement. 9. Subparagraph (g) of Section 7.2 of the Partnership Agreement is amended and restated in its entirety as follows: (i) Priority Allocation. All or a portion of the Net Income of the Partnership for the Fiscal Year, if any, shall be specially allocated to the Partners holding Series A Preferred Mirror Units, Series B Preferred Units and Series C Preferred Mirror Units in proportion to the cumulative distributions each has received pursuant to Sections 6.1, 6.2, and 13.5

hereof and, with respect to the Partners holding Series A Preferred Mirror Units, Section 1(c) and 1(d) of the Fourth Amendment to this Agreement or, with respect to Partners holding Series B Preferred Units, Section 1.C and 1.D of the Fifth Amendment to this Agreement, or, with respect of the Partner holding Series C Preferred Mirror Units, Section 1(c) and 1(d) of the Eighth Amendment to this Agreement from the commencement of the Partnership to the end of such Fiscal Year, in an amount equal to the excess, if any, of the sum of (i) the aggregate Net Loss allocated to such Partners pursuant to Section 7.1(b) hereof for all prior Fiscal Years, if any, and (ii) the aggregate distributions received by such Partners pursuant to Sections 6.1, 6.2, and 13.5 of this Agreement and, with respect to Partners holding Series A Preferred Mirror Units, Section 1(c) and 1(d) of the Fourth Amendment to this Agreement or, with respect to Partners holding Series B Preferred Units, Section 1.C and 1.D of the Fifth Amendment to this Agreement, or, with respect to Partners holding Series C Preferred Mirror Units, Section 1(c) and 1(d) of the Eighth Amendment to this Agreement from the commencement of the Partnership to the end of such Fiscal Year, over the aggregate items of Net Income allocated to such Partners pursuant to this Section 7.2(g) for all prior Fiscal Years. 10. Except as expressly set forth in this Amendment to the Partnership Agreement, the Partnership Agreement is hereby ratified and confirmed in each and every respect. IN WITNESS WHEREOF, this Amendment to the Partnership Agreement has been executed and delivered as of the date first above written. GENERAL PARTNER: BRANDYWINE REALTY TRUST By: --------------------------------------- Name: Gerard H. Sweeney Its: President and Chief Executive Officer

Exhibit 10.16 NINTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRANDYWINE OPERATING PARTNERSHIP, L.P. THIS NINTH AMENDMENT, dated as of May 7, 1999 (the "Amendment"), further amends the Amended and Restated Agreement of Limited Partnership Agreement (as amended to date, the "Partnership Agreement") of BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Partnership Agreement. BACKGROUND ---------- C. Pursuant to the Partnership Agreement, Brandywine Realty Trust (the "General Partner"), as the general partner of the Partnership, has the power and authority to issue additional Partnership Interests to persons on such terms and conditions as the General Partner may deem appropriate. D. The General Partner, pursuant to the exercise of such power and authority and in accordance with the Partnership Agreement, has determined to execute this Amendment to the Partnership Agreement to evidence the issuance of additional Partnership Interests and the admission of the other signatories hereto as Limited Partners of the Partnership in exchange for certain contributions of interests in real estate and real estate related assets that are being made to the Partnership on the date hereof pursuant to a "contribution" agreement (relating to properties owned by persons and entities that include Donald E. Axinn and affiliates) among the Partnership and the other signatories thereto. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Partnership Agreement as follows: 1. The Partnership Agreement is hereby amended to reflect the admission as a Limited Partner on the date hereof of the Persons set forth on Schedule A attached hereto (the "Admitted Partners") and the ownership by such Persons of the number of Class A Units listed opposite each Person's name on Schedule A. Attached as Schedule B is a list of the Partners of the Partnership prior to the admission of the Admitted Partners, together with the number and class of Partnership Interests owned by such partners. 2. The Partnership Interests issued hereby shall constitute Class A Units; provided that any distribution to be received by the Admitted Partners on the Class A Units issued to them on the date hereof on account of the fiscal quarter in which they are admitted to the Partnership shall be pro-rated to reflect the portion of the fiscal quarter of the Partnership for which the Admitted Partners held such Class A Units and shall not be pro-rata in

accordance with their then Percentage Interests; provided further that the Redemption Right granted to holders of Class A Units in Article XV of the Partnership Agreement shall not be exercisable by the holders of the Class A Units issued on the date hereof to the Admitted Partners until the first anniversary of the date hereof, except that (i) if the holder of any such Class A Units dies, such holder's estate shall thereupon be permitted to exercise the Redemption Right with respect to all of such Class A Units held by it notwithstanding the foregoing restriction and (ii) if a Change of Control (as defined below) of the General Partner occurs, the foregoing restriction on exercise of the Redemption Right shall automatically terminate with respect to all of such Class A Units. Notwithstanding anything contained in the Partnership Agreement or this Amendment, if the holder of Class A Units exercises its Redemption Right and the General Partner or the holder reasonably believes that the issuance of Common Shares in satisfaction of the Redemption Right would require a notification and filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the obligation of the Partnership and the General Partner to satisfy the Redemption Right may be suspended until applicable filings with the Federal Trade Commission and the Antitrust Division of the Department of Justice have been made and the applicable waiting periods have expired. The General Partner agrees to use commercially reasonable efforts to make any requisite filings under the HSR Act in order to promptly obtain expiration of the applicable waiting periods, and the Partnership and the applicable holder of Class A Units shall split equally any filing fees that may be payable under the HSR Act. 3. As used herein, the term "Change of Control" shall mean Change of Control" means: (i) the acquisition in one or more transactions by any "Person" (as the term person is used for purposes of Sections 13(d) or 14(d) of the Exchange Act) of "Beneficial ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of the combined voting power of the General Partner's then outstanding voting securities (the "Voting Securities"), provided that for purposes of this clause (i) Voting Securities acquired directly from the General Partner by any Person shall be excluded from the determination of such Person's Beneficial ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or (ii) approval by shareholders of the General Partner of: (A) a merger, reorganization or consolidation involving the General Partner if the shareholders of the General Partner immediately before such merger, reorganization or consolidation do not or will not own directly or indirectly immediately following such merger, reorganization or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the General Partner resulting from or surviving such merger, reorganization or consolidation in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such merger, reorganization or consolidation; or

(B) a complete liquidation or dissolution of the General Partner; or (C) an agreement for the sale or other disposition of all or substantially all of the assets of the General Partner; or (iii) acceptance by shareholders of the General Partner of shares in a share exchange if the shareholders of the General Partner immediately before such share exchange do not or will not own directly or indirectly immediately following such share exchange more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from or surviving such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange. 4. By execution of this Amendment to the Partnership Agreement by the General Partner, the Admitted Partners agree to be bound by each and every term of the Partnership Agreement as amended from time to time in accordance with the terms of the Partnership Agreement. The General Partner confirms that the provisions in Section 18.1(a) of the Partnership Agreement shall apply to the Admitted Partners notwithstanding Section 18.7 of the Partnership Agreement. 5. On the date of this Amendment, each of the Admitted Partners shall execute and deliver to Brandywine Realty Trust an Irrevocable Proxy coupled with an Interest in the form set forth on Exhibit 1 hereto attached. 6. Except as expressly set forth in this Amendment to the Partnership Agreement, the Partnership Agreement is hereby ratified and confirmed in each and every respect.

IN WITNESS WHEREOF, this Amendment to the Partnership Agreement has been executed and delivered as of the date first above written. GENERAL PARTNER: --------------- BRANDYWINE REALTY TRUST By: --------------------------------------- Gerard H. Sweeney President and Chief Executive Officer ADMITTED PARTNERS: ----------------- ------------------------------------------ Donald E. Axinn, individually

SCHEDULE "A" NUMBER OF ADMITTED PARTNERSHIP PARTNERS INTERESTS -------- ----------- Donald E. Axinn

SCHEDULE "B" BRANDYWINE OPERATING PARTNERSHIP, L.P. OUTSTANDING PARTNERSHIP INTERESTS AS OF MAY 7, 1999 NUMBER OF PARTNERSHIP INTERESTS (ALL CLASS A UNITS, LIMITED PARTNERS UNLESS OTHERWISE INDICATED) - ---------------- --------------------------- The Nichols Company 2,742 Brian F. Belcher 7,245 Jack R. Loew 1,245 Craig C. Hough 1,245 Werner A. Fricker 6,830 Randle Scarborough 59,578 Sean Scarborough 60,576 Steven L. Shapiro 1,902 Robert K. Scarborough 215,384 Raymond J. Perkins 2,536 Brandywine Holdings I, Inc. 5 Brandywine Realty Trust 467,220 Brookstone Investors, L.L.C. 57,126 Brookstone Holdings of Del.-4, L.L.C. 7,579 Brookstone Holdings of Del.-5, L.L.C. 80,445 Brookstone Holdings of Del.-6, L.L.C. 7,886 John S. Trogner, Sr. 89,801.232 John S. Trogner, Jr. 73,048.310 Blair S. Trogner, Sr. 138,126.471 Emma B. Trogner 27,087.416 Ronalee Trogner 21,669.933 Candis C. Trogner 40,631.123 Arthur and Marion Eberstein 7,513 Calvin Axinn 40,927 Estate Irving Hirshman 1,488 Trust UTW of Theodore Geffner 485 Gloria Kantor 21,647 Helen Geffner 1,488 Howard Kantor 31,505 Leo Guthart 876 Morris Green 50,233 Richard Bernhard 40,927 Lennard Axinn 2,156 Donald E. Axinn 928,651 William H. Goodwin, Jr. 41,734 Bryson Powell 41,734 Brandywine Realty Trust 750,000 Series A Preferred Mirror Units

NUMBER OF PARTNERSHIP INTERESTS (ALL CLASS A UNITS, LIMITED PARTNERS UNLESS OTHERWISE INDICATED) - ---------------- --------------------------- Commonwealth Atlantic Operating Properties Inc. 1,140,527 Series B Preferred Units Commonwealth Atlantic Land II Inc. 283,731 Series B Preferred Units Commonwealth Atlantic Development Inc. 43,725 Series B Preferred Units Commonwealth Atlantic Land Company 82,017 Series B Preferred Units Brandywine Realty Trust 1,041,667 Series C Preferred Mirror Units GENERAL PARTNER NUMBER OF PARTNERSHIP INTERESTS - --------------- ------------------------------- Brandywine Realty Trust 37,544,430 GP Units

EXHIBIT "1" IRREVOCABLE PROXY COUPLED WITH AN INTEREST KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with the terms of this Agreement; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives. IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this 7th day of May, 1999. --------------------------------- Donald E. Axinn, individually

Exhibit 10.17 TENTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRANDYWINE OPERATING PARTNERSHIP, L.P. THIS TENTH AMENDMENT, dated as of August 31, 1999 (the "Amendment"), amends and supplements the Amended and Restated Agreement of Limited Partnership (as heretofore amended to date, the "Partnership Agreement") of BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Partnership Agreement. BACKGROUND ---------- E. Pursuant to the Partnership Agreement, Brandywine Realty Trust (the "General Partner"), as the general partner of the Partnership, has the power and authority to issue additional Partnership Interests to persons on such terms and conditions as the General Partner may deem appropriate. F. The General Partner, pursuant to the exercise of such power and authority and in accordance with the Partnership Agreement, has determined to execute this Amendment to the Partnership Agreement to evidence the issuance of additional Partnership Interests to Commonwealth Atlantic Operating Properties, Inc. ("CAOP") as a Limited Partner of the Partnership in exchange for the contribution of real estate and real estate related assets that are being made to the Partnership on the date hereof pursuant to that certain Closing Agreement, dated September 28, 1998, among the Partnership, the General Partner, CAOP and the other signatories thereto. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Partnership Agreement as follows: 1. The Partnership Agreement is hereby amended and supplemented to reflect the issuance to CAOP on the date hereof of 400,000 Series B Preferred Units. 2. The Partnership Interests issued hereby shall constitute Series B Preferred Units and shall be subject to all the terms and conditions of the Series B Preferred Units set forth in the Fifth Amendment to the Partnership Agreement, dated September 28, 1998 (the "Fifth Amendment"); provided, that distributions to be received by CAOP on the Series B Preferred Units issued to CAOP hereunder shall be cumulative from the date hereof (rather than from September 28, 1998). The date hereof shall be deemed the "Issue Date" of the Series B Preferred Units issued to CAOP hereunder for any and all purposes, including, without limitation, in applying the terms and conditions of the Fifth Amendment to such Series B Preferred Units.

3. By execution of this Amendment to the Partnership Agreement by the General Partner and CAOP, CAOP agrees to be bound by each and every term of the Partnership Agreement as amended from time to time in accordance with the terms of the Partnership Agreement. 4. On the date of this Amendment, CAOP shall execute and deliver to Brandywine Realty Trust an Irrevocable Proxy coupled with an Interest in the form set forth on Exhibit 1 hereto attached. 5. This Amendment may be executed in one or more counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts together constituting the same agreement. 6. Except as expressly set forth in this Amendment to the Partnership Agreement, the Partnership Agreement is hereby ratified and confirmed in each and every respect. -24-

IN WITNESS WHEREOF, this Amendment to the Partnership Agreement has been executed and delivered as of the date first above written. GENERAL PARTNER: BRANDYWINE REALTY TRUST By:________________________________ Gerard H. Sweeney, President and CEO ADMITTED PARTNER: COMMONWEALTH ATLANTIC OPERATING PROPERTIES, INC. By:________________________________ , Vice President -25-

EXHIBIT 1 IRREVOCABLE PROXY COUPLED WITH AN INTEREST KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives. IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this __th day of August, 1999. COMMONWEALTH ATLANTIC OPERATING PROPERTIES, INC. By:____________________________ Vice President -26-

Exhibit 10.18 ELEVENTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRANDYWINE OPERATING PARTNERSHIP, L.P. THIS ELEVENTH AMENDMENT, dated December 30, 2003 (this "Amendment"), amends and supplements the Amended and Restated Agreement of Limited Partnership Agreement (as heretofore amended and supplemented to date, the "Partnership Agreement") of BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Partnership Agreement. BACKGROUND ---------- G. Pursuant to the Partnership Agreement, Brandywine Realty Trust (the "General Partner"), as the general partner of the Partnership, has the power and authority to issue additional Partnership Interests and Units in one or more newly created classes of Partnership Interests to persons on such terms and conditions as the General Partner may deem appropriate. H. The General Partner, pursuant to the exercise of such power and authority and in accordance with the Partnership Agreement, has determined to execute this Amendment to the Partnership Agreement to create a new class of Partnership Interests designated as the Series D Preferred Mirror Units having designations, preferences and other rights which are substantially the same as the economic rights of the 7.50% Series C Senior Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner (the "Series C Preferred Shares") and to evidence the issuance of such additional Partnership Interests to the General Partner in exchange for the General Partner's contribution to the Partnership of the net proceeds of the sale of the Series C Preferred Shares. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Partnership Agreement as follows: 1. In accordance with the Partnership Agreement, the Partnership Agreement is hereby amended to establish, and to issue to the General Partner, the Series D Preferred Mirror Units having the designations, preferences and other rights set forth below: (i) Designation and Number. A class of Partnership Interests designated as Series D Preferred Mirror Units is hereby established. The number of Series D Preferred Mirror Units shall be 4,600,000. The stated value of each Series D Preferred Mirror Unit shall be $25.00 (the "Stated Value").

(ii) Rank. The Series D Preferred Mirror Units will, with respect to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership, rank (a) senior to the Class A Units and all Partnership Interests ranking junior to the Series D Preferred Mirror Units; (b) on a parity with the Partnership Interests designated as Series A Preferred Mirror Units and the Partnership Interests designated as Series B Preferred Units and all Partnership Interests issued by the Partnership after the date of this Amendment the terms of which specifically provide that such Partnership Interests rank on a parity with the Series D Preferred Mirror Units; and (c) junior to all Partnership Interests issued by the Partnership the terms of which specifically provide that such Partnership Interests rank senior to the Series D Preferred Mirror Units. (iii) Distributions. (A) Pursuant to Section 6.1 of the Partnership Agreement, holders of Series D Preferred Mirror Units shall be entitled to receive, out of funds legally available therefor, cumulative quarterly cash distributions equal to the amount of the cumulative quarterly cash distributions payable on the Series C Preferred Shares. Such distributions shall be payable quarterly in arrears on or before the date on which distributions on the Series C Preferred Shares are payable (each a "Series D Preferred Mirror Unit Distribution Payment Date"). (B) No distributions on Series D Preferred Mirror Units shall be authorized or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such authorization, payment or setting apart for payment or provides that such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. (C) Notwithstanding the foregoing, distributions with respect to the Series D Preferred Mirror Units will accrue whether or not the terms and provisions set forth in Section 1(c)(ii) at any time prohibit the current payment of distributions, whether or not there are funds legally available for such distributions and whether or not such distributions are authorized. Accrued but unpaid distributions on the Series D Preferred Mirror Units will accumulate as of the Series D Preferred Mirror Unit Distribution Payment Date on which they first become payable. -28-

(D) When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series D Preferred Mirror Units and any other Partnership Interests ranking on a parity as to distributions with the Series D Preferred Mirror Units, including the Series A Preferred Mirror Units and the Series B Preferred Units, all distributions authorized upon the Series D Preferred Mirror Units and any other Partnership Interests ranking on a parity as to distributions with the Series D Preferred Mirror Units shall be authorized pro rata so that the amount of distributions authorized per Partnership Unit of Series D Preferred Mirror Units and such other Partnership Interests shall in all cases bear to each other the same ratio that accrued distributions per Partnership Unit on the Series D Preferred Mirror Units and such other Partnership Interests (which shall not, with respect to such other Partnership Interests, include any accrual in respect of unpaid distributions for prior distribution periods if such other Partnership Interests do not have a cumulative distribution) bear to each other. Any distribution payment or payments on Series D Preferred Mirror Units which may be in arrears shall accrue distributions at the rate of 7.50% per annum. (E) Except as provided in Section 1(c)(iv), unless full cumulative distributions on the Series D Preferred Mirror Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods and the then current distribution period, no distributions (other than in Partnership Interests ranking junior to the Series D Preferred Mirror Units as to distributions and upon liquidation, dissolution or winding up) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made upon the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Units or any other Partnership Interests ranking junior to or on a parity with the Series D Preferred Mirror Units as to distributions or upon liquidation, dissolution or winding up, nor shall any Class A Units, Series A Preferred Mirror Units, Series B Preferred Units or any other Partnership Interests ranking junior to or on a parity with the Series C Preferred Shares as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such units or other Partnership Interests) by the Partnership or any other entity controlled directly or indirectly by the Partnership (except by conversion into or exchange for Partnership Interests ranking junior to the Series D Preferred Mirror Units as to distributions and upon liquidation, dissolution or winding up). -29-

(F) Holders of the Series D Preferred Mirror Units shall not be entitled to any distribution, whether payable in cash, property or Partnership Units in excess of full cumulative distributions on the Series D Preferred Mirror Units as described above. Any distribution payment made on the Series D Preferred Mirror Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such Series D Preferred Mirror Units which remains payable. (iv) Liquidation Preference. (A) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of Series D Preferred Mirror Units then outstanding are entitled to be paid out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.5(a) of the Partnership Agreement a liquidation preference equal to the Stated Value per Series D Preferred Mirror Unit, plus an amount equal to any accrued and unpaid distributions to the date of payment, before any distribution of assets is made to holders of Class A Units and GP Units or any other Partnership Interests that rank junior to the Series D Preferred Mirror Units upon liquidation, dissolution or winding up. (B) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series D Preferred Mirror Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series D Preferred Mirror Units in the distribution of assets, including the Series A Preferred Mirror Units and the Series B Preferred Units, then such assets shall be allocated among the Series D Preferred Mirror Units, as a class, and each class or series of such other such Partnership Interests, as classes, in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. -30-

(C) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Mirror Units will have no right or claim to any of the remaining assets of the Partnership. (D) The consolidation or merger of the Partnership with or into any other partnership, limited liability company, corporation, trust or entity or of any other partnership, limited liability company, corporation, trust or other entity with or into the Partnership, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership for purposes of this Section 1(d). (v) Redemption. In connection with a redemption by the General Partner of any or all of the Series C Preferred Shares, the Partnership shall provide cash to the General Partner for such purpose which shall be equal to the redemption price (including accrued and unpaid distributions) of the Series C Preferred Shares to be redeemed and in exchange one Series D Preferred Mirror Unit shall be canceled with respect to each Series C Preferred Share so redeemed. From and after the date on which the Series C Preferred Shares are redeemed, the Series D Preferred Mirror Units so canceled shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series D Preferred Mirror Units shall cease. (vi) Allocations. Allocations of the Partnership's items of income, gain, loss and deduction shall be allocated among holders of Series D Preferred Mirror Units in accordance with Article VII of the Partnership Agreement. 2. Subparagraph (g) of Section 7.2 of the Partnership Agreement is amended and restated in its entirety as follows: (g) Priority Allocation. All or a portion of the Net Income of the Partnership for the Fiscal Year, if any, shall be specially allocated to the Partners holding Series A Preferred Mirror Units, Series B Preferred Units and Series D Preferred Mirror Units in proportion to the cumulative distributions each has received pursuant to Sections 6.1, 6.2, and 13.5 hereof and, with respect to the Partners holding Series A Preferred Mirror Units, Section 1(c) and 1(d) of the Fourth Amendment to this Agreement or, with respect to Partners holding Series B Preferred Units, Section 1.C and 1.D of the Fifth Amendment to this Agreement, or, with respect to the Partners holding Series D Preferred Mirror Unit, Section 1(c) and 1(d) of the Eleventh Amendment to this Agreement, from the commencement of the Partnership to the end of such Fiscal Year, in an amount equal to the excess, if any, of the sum of (i) the aggregate Net Loss allocated to such Partners pursuant to Section 7.1(b) hereof -31-

for all prior Fiscal Years, if any, and (ii) the aggregate distributions received by such Partners pursuant to Sections 6.1, 6.2, and 13.5 hereof and, with respect to Partners holding Series A Preferred Mirror Units, Section 1(c) and 1(d) of the Fourth Amendment to this Agreement or, with respect to Partners holding Series B Preferred Units, Section 1.C and 1.D of the Fifth Amendment to this Agreement, or, with respect to Partners holding Series D Preferred Mirror Units, Section 1(c) and 1(d) of the Eleventh Amendment to this Agreement from the commencement of the Partnership to the end of such Fiscal Year, over the aggregate items of Net Income allocated to such Partners pursuant to this Section 7.2(g) for all prior Fiscal Years. 3. Except as expressly set forth in this Amendment to the Partnership Agreement, the Partnership Agreement is hereby ratified and confirmed in each and every respect. IN WITNESS WHEREOF, this Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. has been executed and delivered as of the date first above written. GENERAL PARTNER: BRANDYWINE REALTY TRUST By:_______________________________________ Name: Gerard H. Sweeney Its: President and Chief Executive Officer -32-

Exhibit 10.19 TWELFTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRANDYWINE OPERATING PARTNERSHIP, L.P. THIS TWELFTH AMENDMENT, dated February 27, 2004 (this "Amendment"), amends and supplements the Amended and Restated Agreement of Limited Partnership Agreement (as heretofore amended and supplemented to date, the "Partnership Agreement") of BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Partnership Agreement. BACKGROUND ---------- I. Pursuant to the Partnership Agreement, Brandywine Realty Trust (the "General Partner"), as the general partner of the Partnership, has the power and authority to issue additional Partnership Interests and Units in one or more newly created classes of Partnership Interests to persons on such terms and conditions as the General Partner may deem appropriate. J. The General Partner, pursuant to the exercise of such power and authority and in accordance with the Partnership Agreement, has determined to execute this Amendment to the Partnership Agreement to create a new class of Partnership Interests designated as the Series E Preferred Mirror Units having designations, preferences and other rights which are substantially the same as the economic rights of the 7.375% Series D Senior Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner (the "Series D Preferred Shares") and to evidence the issuance of such additional Partnership Interests to the General Partner in exchange for the General Partner's contribution to the Partnership of the net proceeds of the sale of the Series D Preferred Shares. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Partnership Agreement as follows: 1. In accordance with the Partnership Agreement, the Partnership Agreement is hereby amended to establish, and to issue to the General Partner, the Series E Preferred Mirror Units having the designations, preferences and other rights set forth below: (i) Designation and Number. A class of Partnership Interests designated as Series E Preferred Mirror Units is hereby established. The number of Series E Preferred Mirror Units shall be 2,760,000. The stated value of each Series E Preferred Mirror Unit shall be $25.00 (the "Stated Value").

(ii) Rank. The Series E Preferred Mirror Units will, with respect to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership, rank (a) senior to the Class A Units and all Partnership Interests ranking junior to the Series E Preferred Mirror Units; (b) on a parity with the Partnership Interests designated as Series A Preferred Mirror Units, the Partnership Interests designated as Series B Preferred Units, the Partnership Interests designated as Series D Preferred Mirror Units and all Partnership Interests issued by the Partnership after the date of this Amendment the terms of which specifically provide that such Partnership Interests rank on a parity with the Series E Preferred Mirror Units; and (c) junior to all Partnership Interests issued by the Partnership the terms of which specifically provide that such Partnership Interests rank senior to the Series E Preferred Mirror Units. (iii) Distributions. (A) Pursuant to Section 6.1 of the Partnership Agreement, holders of Series E Preferred Mirror Units shall be entitled to receive, out of funds legally available therefor, cumulative quarterly cash distributions equal to the amount of the cumulative quarterly cash distributions payable on the Series D Preferred Shares. Such distributions shall be payable quarterly in arrears on or before the date on which distributions on the Series D Preferred Shares are payable (each a "Series E Preferred Mirror Unit Distribution Payment Date"). (B) No distributions on Series E Preferred Mirror Units shall be authorized or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such authorization, payment or setting apart for payment or provides that such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. (C) Notwithstanding the foregoing, distributions with respect to the Series E Preferred Mirror Units will accrue whether or not the terms and provisions set forth in Section 1(c)(ii) at any time prohibit the current payment of distributions, whether or not there are funds legally available for such distributions and whether or not such distributions are authorized. Accrued but unpaid distributions on the Series E Preferred Mirror Units will accumulate as of the Series E Preferred Mirror Unit Distribution Payment Date on which they first become payable. -34-

(D) When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series E Preferred Mirror Units and any other Partnership Interests ranking on a parity as to distributions with the Series E Preferred Mirror Units, including the Series A Preferred Mirror Units, the Series B Preferred Units, and the Series D Preferred Mirror Units, all distributions authorized upon the Series E Preferred Mirror Units and any other Partnership Interests ranking on a parity as to distributions with the Series E Preferred Mirror Units shall be authorized pro rata so that the amount of distributions authorized per Partnership Unit of Series E Preferred Mirror Units and such other Partnership Interests shall in all cases bear to each other the same ratio that accrued distributions per Partnership Unit on the Series E Preferred Mirror Units and such other Partnership Interests (which shall not, with respect to such other Partnership Interests, include any accrual in respect of unpaid distributions for prior distribution periods if such other Partnership Interests do not have a cumulative distribution) bear to each other. Any distribution payment or payments on Series E Preferred Mirror Units which may be in arrears shall accrue distributions at the rate of 7.375% per annum. (E) Except as provided in Section 1(c)(iv), unless full cumulative distributions on the Series E Preferred Mirror Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods and the then current distribution period, no distributions (other than in Partnership Interests ranking junior to the Series E Preferred Mirror Units as to distributions and upon liquidation, dissolution or winding up) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made upon the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Units, the Series D Preferred Mirror Units or any other Partnership Interests ranking junior to or on a parity with the Series E Preferred Mirror Units as to distributions or upon liquidation, dissolution or winding up, nor shall any Class A Units, Series A Preferred Mirror Units, Series B Preferred Units, Series D Preferred Mirror Units or any other Partnership Interests ranking junior to or on a parity with the Series E Preferred Mirror -35-

Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such units or other Partnership Interests) by the Partnership or any other entity controlled directly or indirectly by the Partnership (except by conversion into or exchange for Partnership Interests ranking junior to the Series E Preferred Mirror Units as to distributions and upon liquidation, dissolution or winding up). (F) Holders of the Series E Preferred Mirror Units shall not be entitled to any distribution, whether payable in cash, property or Partnership Units in excess of full cumulative distributions on the Series E Preferred Mirror Units as described above. Any distribution payment made on the Series E Preferred Mirror Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such Series E Preferred Mirror Units which remains payable. (iv) Liquidation Preference. (A) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of Series E Preferred Mirror Units then outstanding are entitled to be paid out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.5(a) of the Partnership Agreement a liquidation preference equal to the Stated Value per Series E Preferred Mirror Unit, plus an amount equal to any accrued and unpaid distributions to the date of payment, before any distribution of assets is made to holders of Class A Units and GP Units or any other Partnership Interests that rank junior to the Series E Preferred Mirror Units upon liquidation, dissolution or winding up. (B) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series E Preferred Mirror Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series E Preferred Mirror Units in the distribution of assets, including the Series A Preferred Mirror Units, the Series B Preferred Units and the Series D Preferred Mirror Units, then such assets shall be allocated among the Series E Preferred Mirror Units, as a class, and each class or series of such other such Partnership Interests, as classes, in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. -36-

(C) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series E Preferred Mirror Units will have no right or claim to any of the remaining assets of the Partnership. (D) The consolidation or merger of the Partnership with or into any other partnership, limited liability company, corporation, trust or entity or of any other partnership, limited liability company, corporation, trust or other entity with or into the Partnership, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership for purposes of this Section 1(d). (v) Redemption. In connection with a redemption by the General Partner of any or all of the Series D Preferred Shares, the Partnership shall provide cash to the General Partner for such purpose which shall be equal to the redemption price (including accrued and unpaid distributions) of the Series D Preferred Shares to be redeemed and in exchange one Series E Preferred Mirror Unit shall be canceled with respect to each Series D Preferred Share so redeemed. From and after the date on which the Series D Preferred Shares are redeemed, the Series E Preferred Mirror Units so canceled shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series E Preferred Mirror Units shall cease. (vi) Allocations. Allocations of the Partnership's items of income, gain, loss and deduction shall be allocated among holders of Series E Preferred Mirror Units in accordance with Article VII of the Partnership Agreement. 2. Subparagraph (g) of Section 7.2 of the Partnership Agreement is amended and restated in its entirety as follows: (g) Priority Allocation. All or a portion of the Net Income of the Partnership for the Fiscal Year, if any, shall be specially allocated to the Partners holding Series A Preferred Mirror Units, Series B Preferred Units, Series D Preferred Mirror Units and Series E Preferred Mirror Units in proportion to the cumulative distributions each has received pursuant to Sections 6.1, 6.2, and 13.5 hereof and, with respect to the Partners holding Series A Preferred Mirror Units, Section 1(c) and 1(d) of the Fourth Amendment to this Agreement or, with respect to Partners holding Series B Preferred Units, Section 1.C and 1.D of the Fifth Amendment to this Agreement or, with respect to -37-

the Partners holding Series D Preferred Mirror Units, Section 1(c) and 1(d) of the Eleventh Amendment to this Agreement or, with respect to the Partners holding Series E Preferred Mirror Units, Section 1(c) and 1(d) of the Twelfth Amendment to this Agreement, from the commencement of the Partnership to the end of such Fiscal Year, in an amount equal to the excess, if any, of the sum of (i) the aggregate Net Loss allocated to such Partners pursuant to Section 7.1(b) hereof for all prior Fiscal Years, if any, and (ii) the aggregate distributions received by such Partners pursuant to Sections 6.1, 6.2, and 13.5 hereof and, with respect to Partners holding Series A Preferred Mirror Units, Section 1(c) and 1(d) of the Fourth Amendment to this Agreement or, with respect to Partners holding Series B Preferred Units, Section 1.C and 1.D of the Fifth Amendment to this Agreement or, with respect to Partners holding Series D Preferred Mirror Units, Section 1(c) and 1(d) of the Eleventh Amendment to this Agreement or, with respect to Partners holding Series E Preferred Mirror Units, Section 1(c) and 1(d) of the Twelfth Amendment to this Agreement, from the commencement of the Partnership to the end of such Fiscal Year, over the aggregate items of Net Income allocated to such Partners pursuant to this Section 7.2(g) for all prior Fiscal Years. 3. Except as expressly set forth in this Amendment to the Partnership Agreement, the Partnership Agreement is hereby ratified and confirmed in each and every respect. IN WITNESS WHEREOF, this Twelfth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. has been executed and delivered as of the date first above written. GENERAL PARTNER: BRANDYWINE REALTY TRUST By:______________________________________________ Name: Gerard H. Sweeney Its: President and Chief Executive Officer -38-


                                                                                       Exhibit 12.1


                                          Brandywine Realty Trust
        Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Share Distributions
                                               (in thousands)


                                                            For the years ended December 31,
                                                -----------------------------------------------------
                                                   2003       2002       2001       2000       1999
                                                   ----       ----       ----       ----       ----
Earnings before fixed charges:
Add:
    Income from continuing operations           $ 74,480   $ 47,842   $ 20,426   $ 38,650   $ 21,759
    Distributions to preferred unitholders         7,069      7,069      7,069      7,069      6,103
    Minority interest of preferred unitholders     7,069      7,069      7,069      7,069      6,103
    Fixed charges - per below                     81,382     88,856     95,533     96,510     84,477
    Cash distributions from income from
      equity investments                           3,310      2,956      5,492          -      1,671
Less:
    Income from equity method investments            (52)      (987)    (2,768)    (2,961)    (1,059)
    Capitalized interest                          (1,503)    (2,949)    (5,178)    (8,182)    (2,100)
    Distributions to preferred unitholders        (7,069)    (7,069)    (7,069)    (7,069)    (6,103)
    Income allocated to preferred
      shareholders                               (11,906)   (11,906)   (11,906)   (11,906)    (4,790)
                                                -----------------------------------------------------

Earnings before fixed charges                   $152,780   $130,881   $108,668   $119,180   $106,061
                                                =====================================================

Fixed charges:
Interest expense (including amortization)       $ 57,835   $ 63,522   $ 67,496   $ 64,746   $ 69,800
Capitalized interest                               1,503      2,949      5,178      8,182      2,100
Proportionate share of interest for
    unconsolidated investments                     3,069      3,410      3,884      4,607      1,684
Distributions to preferred unitholders             7,069      7,069      7,069      7,069      6,103
Income allocated to preferred                     11,906     11,906     11,906     11,906      4,790
                                                -----------------------------------------------------

Fixed charges                                   $ 81,382   $ 88,856   $ 95,533   $ 96,510   $ 84,477
                                                =====================================================

Fixed Charge Coverage Ratio                         1.88       1.47       1.14       1.23       1.26
                                                =====================================================





BRANDYWINE REALTY TRUST CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide employees, officers and trustees of the Company. All of our employees, officers and trustees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation. Those who violate the standards in this Code will be subject to disciplinary action which may include immediate termination. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the procedures described in Sections 14-16 of this Code. 1. Compliance with Laws Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All employees, officers and trustees must obey the laws of the United States and the cities and states in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors. 2. Ethical Conduct Beyond compliance with laws, the Company requires that all its employees, officers, and trustees act in a manner which meets the highest standards of ethical behavior. The honesty and integrity of our business conduct must not be compromised. The Company will not condone ethical violations for the sake of personal gain, personal advantage, expediency, or perceived business advantage. 3. Accounting and Auditing Matters The Company's requirement that employees, officers, and trustees follow the highest ethical standards applies directly to all actions which involve business accounting, financial reporting, internal accounting controls, auditing matters, and public disclosure obligations. The Audit Committee of the Company has adopted special procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters. These procedures are set out in Sections 15 and 16 of this Code.

4. Conflicts of Interest A "conflict of interest" exists when a person's private interest may or does interfere with the interests of the Company. A conflict can arise when an employee, officer or trustee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or trustee, or member of his or her family, receives improper personal benefits as a result of his or her position with the Company. It is almost always a conflict of interest for a Company employee, officer or trustee to work simultaneously for a competitor, customer or supplier. Employees, officers and trustees are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our competitors, customers or suppliers, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except in circumstances approved by the Board of Trustees or the Audit Committee of the Board. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company's General Counsel. Any employee, officer or trustee who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor or follow the procedures described in Section 13 of this Code. Employees, officers and trustees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. In particular: o No payments, loans, employment or promises of employment, investment opportunities, vacation trips, gifts or entertainment (other than entertainment conforming to generally accepted business practices or gifts of nominal value not reasonably calculated to influence a decision) may be offered to or accepted by any employee, officer or trustee or a relative of such a person as a condition of the initial or continued engagement of a consultant, broker, vendor or third party working for the Company. o No payments (other than fees for services), loans, employment or promises of employment, investment opportunities, vacation trips, gifts or entertainment (other than entertainment conforming to generally accepted business practices or gifts of nominal value not reasonably calculated to influence a decision) may be offered to or accepted by any consultant, broker, vendor, government official or a relative of such third party in connection with any services being performed for the Company. o No employee, officer or trustee may recommend any third party for work for the Company on a project or development of the Company where the third party's compensation is paid on the basis of any kickback or fee sharing arrangement with the employee, officer or trustee, nor may an employee, officer or trustee recommend any third party without full disclosure and written approval by the President and Chief Executive Officer or Senior Vice President, if such third party has any familial or pre-existing monetary relationship with the employee, officer or trustee or if such employee, officer or trustee has an equity or stock ownership position in such third party. -2-

o No employee shall, in his capacity as an employee, make any loan, donation, contribution or payment to a political party, candidate, or political action committee, for or on behalf of the Company or any project or development in which the Company is engaged, nor shall an employee of the Company reimburse any individual who does. (Nothing contained in this tenet shall prohibit an employee from taking any of the above actions in his or her name, provided that the action is exclusively on the employee's own accord and is not an indirect means of accomplishing one of the prohibited actions). o No employee, officer or trustee shall use or appropriate materials, property, information, equipment, systems and procedures (if proprietary in nature) owned by the Company for his or her own personal financial gain except to the extent necessary for the performance of his or her duties for the Company, nor shall any employee, officer or trustee take for himself or herself personally opportunities that are discovered through the use of Company property, information or position. In short, the purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should be offered, given, provided or accepted by any Company employee, family member of an employee unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe and is not reasonably calculated to influence a decision and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate. o No employee shall purchase or obtain any goods or services from any of the Company's vendors or suppliers without the prior written approval of the President of the Company. 5. Insider Trading Employees, officers and trustees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business and in strict conformance with all applicable laws and SEC regulations. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. The Company's policy on insider trading is set forth more fully in the "Policy Statement on Dealing with Company Information, Including Inside Information and Securities Insider Trading" furnished to all employees, officers and trustees. If you have any questions, please consult the Company's General Counsel. 6. Competition and Fair Dealing We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other -3-

companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice. 7. Discrimination, Harassment and Retaliation The diversity of the Company's employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate discrimination, harassment or retaliation. The Company's policy against discrimination applies to any legally protected status including race, color, gender, religion, national origin, disability, veteran status, and age. This policy also prohibits discrimination against any person who provides information to a federal regulatory or law enforcement agency, a member of Congress or any committee of Congress, or to a supervisor concerning conduct which the employee reasonably believes constitutes a violation of securities laws or any provision of federal law relating to fraud against shareholders. The Company also prohibits discriminatory harassment of any employee covered by the policy against discrimination. No employee, officer or trustee may retaliate against an individual for bringing a complaint of discrimination or for participating in an investigation or proceeding involving a complaint of discrimination. No one may take any action harmful to any person for providing to a law enforcement officer any truthful information relating to the commission or possible commission of any federal offense. 8. Health and Safety The Company strives to provide each employee with a safe and healthful work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe conditions. Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated. 9. Record-Keeping The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported. Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller.

All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls. Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Company's General Counsel. 10. Confidentiality Employees must maintain the confidentiality of the information entrusted to them by the Company or its customers, except when disclosure is authorized by the President and Chief Executive Officer, a Senior Vice President, the Company's General Counsel, or required by law. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. 11. Protection and Proper Use of Company Assets All employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. The obligation of employees to protect the Company's assets includes the Company's proprietary information. Proprietary information includes business, marketing and service plans, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties. 12. Payments to Government Personnel The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company's General Counsel can provide guidance to you in this area. -5-

13. Waivers of the Code of Business Conduct and Ethics Any waiver of this Code for executive officers or trustees may be made only by the Board or the Audit Committee and will be promptly disclosed as required by law or stock exchange regulation. 14. Personal Responsibility We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind: o Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible. o Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is. o Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem. o Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor's responsibility to help solve problems. o Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your office manager or with the Director of Human Resources. If that also is not appropriate, call our General Counsel. o You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations. o Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act. -6-

15. Reporting/Investigation Procedures Any employee who reasonably believes that there has been a material violation of this Code of Conduct should report it immediately to the Company's General Counsel. The General Counsel (or his/her designee) will promptly investigate the matter. The investigation will be handled discreetly and appropriately, and the information will be disclosed to others only on a need to know basis and as required by law. There will be no adverse action taken against employees who report violations of the Code of Conduct or who participate in the investigation. If the investigation leads to a conclusion that a material violation of the Code of Conduct has occurred, the Company will take appropriate corrective action which may include removal from a position as trustee or officer, and dismissal as an employee of the Company. The Company recognizes the potentially serious impact of a false accusation. Employees are expected as part of the ethical standards required by this Code of Conduct to act responsibly in making complaints. Making a complaint without a good faith basis is itself an ethical violation. Any employee who makes a complaint in bad faith will be subject to appropriate corrective action including dismissal. 16. Special Procedures for Reporting/Investigating Complaints Regarding Accounting, Internal Accounting Controls, and Auditing Matters Any employee who reasonably believes that there has been a material violation of this Code of Conduct caused by questionable accounting or auditing matters has the right to submit a confidential, anonymous complaint to the Company General Counsel. The complaint should be made in written form and provide sufficient information so that a reasonable investigation can be conducted. The complaint should be addressed to the General Counsel of Brandywine Realty Trust. -7-

Exhibit 21.1 - ------------ List of Subsidiaries -------------------- AAPOP 1, L.P., a Delaware limited partnership AAPOP 2, L.P., a Delaware limited partnership Brandywine Ambassador, L.P., a Pennsylvania limited partnership Brandywine Central, L.P., a Pennsylvania limited partnership Brandywine Cira, L.P., a Pennsylvania limited partnership Brandywine Croton, L.P., a Pennsylvania limited partnership Brandywine Dominion, L.P., a Pennsylvania limited partnership Brandywine F.C., L.P., a Pennsylvania limited partnership Brandywine Grande B, L.P., a Delaware limited partnership Brandywine Grande C, L.P., a Delaware limited partnership Brandywine Industrial Partnership, L.P., a Delaware limited partnership Brandywine I.S., L.P., a Pennsylvania limited partnership Brandywine Metroplex, L.P., a Pennsylvania limited partnership Brandywine Norriton, L.P., a Pennsylvania limited partnership Brandywine Operating Partnership, L.P., a Delaware limited partnership Brandywine P.M., L.P., a Pennsylvania limited partnership Brandywine TB Florig, L.P., a Pennsylvania limited partnership Brandywine TB Inn, L.P., a Pennsylvania limited partnership Brandywine TB I, L.P., a Pennsylvania limited partnership Brandywine TB II, L.P., a Pennsylvania limited partnership Brandywine TB V, L.P., a Pennsylvania limited partnership Brandywine TB VI, L.P., a Pennsylvania limited partnership Brandywine TB VIII, L.P., a Pennsylvania limited partnership

C/N Iron Run Limited Partnership III, a Pennsylvania limited partnership C/N Leedom Limited Partnership II, a Pennsylvania limited partnership C/N Oaklands Limited Partnership I, a Pennsylvania limited partnership C/N Oaklands Limited Partnership III, a Pennsylvania limited partnership Eight/Oliver Brandywine Partner, L.P., a Pennsylvania limited partnership Eight Tower Bridge Development Associates, a Pennsylvania limited partnership e-Tenants.com Holding, L.P., a Pennsylvania limited partnership Fifteen Horsham, L.P., a Pennsylvania limited partnership Five/Oliver Brandywine Partner, L.P., a Pennsylvania limited partnership Five Tower Bridge Associates, a Pennsylvania limited partnership Four Tower Bridge Associates, a Pennsylvania limited partnership Iron Run Limited Partnership V, a Pennsylvania limited partnership LC/N Horsham Limited Partnership, a Pennsylvania limited partnership LC/N Keith Valley Limited Partnership I, a Pennsylvania limited partnership Newtech IV Limited Partnership, a Pennsylvania limited partnership Nichols Lansdale Limited Partnership III, a Pennsylvania limited partnership Six Tower Bridge Associates, a Pennsylvania limited partnership Tower Bridge Inn Associates, a Pennsylvania limited partnership Two Tower Bridge Associates, a Pennsylvania limited partnership Witmer Operating Partnership I, L.P., a Delaware limited partnership 100 Arrandale Associates, L.P., a Pennsylvania limited partnership 111 Arrandale Associates, L.P., a Pennsylvania limited partnership 440 Creamery Way Associates, L.P., a Pennsylvania limited partnership 442 Creamery Way Associates, L.P., a Pennsylvania limited partnership 481 John Young Way Associates, L.P., a Pennsylvania limited partnership

Brandywine 55 Ames Court Partnership, a New York general partnership Brandywine Broad Street Partnership, a New York general partnership Interstate Center Associates, a Virginia general partnership Iron Run Venture II, a Pennsylvania general partnership IR Northlight II Associates, a Pennsylvania general partnership Plymouth TFC, General Partnership, a Pennsylvania general partnership AAP Sub One, Inc., a Delaware corporation Atlantic American Land Development, Inc., a Delaware corporation Brandywine Grande C Corp., a Delaware corporation Brandywine Holdings, I, Inc., a Pennsylvania corporation Brandywine Norriton Corp., a Pennsylvania corporation Brandywine Realty Services Corporation, a Pennsylvania corporation BTRS, Inc., a Delaware corporation Southpoint Land Holdings, Inc., a Pennsylvania corporation Valleybrooke Land Holdings, Inc., a Pennsylvania corporation Brandywine Ambassador, L.L.C., a Pennsylvania limited liability company Brandywine Axinn I, LLC, a Delaware limited liability company Brandywine Axinn II, LLC, a Delaware limited liability company Brandywine Brokerage Services, LLC, A New Jersey limited liability company Brandywine Cira, LLC, a Pennsylvania limited liability company Brandywine Charlottesville LLC, a Virginia limited liability company Brandywine Christina LLC, a Delaware limited liability company Brandywine Croton, LLC, a Pennsylvania limited liability company Brandywine Dabney, L.L.C., a Delaware limited liability company Brandywine Dominion, L.L.C., a Pennsylvania limited liability company

Brandywine F.C., L.L.C., a Pennsylvania limited liability company Brandywine I.S., L.L.C., a Pennsylvania limited liability company Brandywine Interstate 50, L.L.C., a Delaware limited liability company Brandywine - Main Street, LLC, a Delaware limited liability company Brandywine Metroplex LLC., a Pennsylvania limited liability company Brandywine Norriton, L.L.C., a Pennsylvania limited liability company Brandywine P.M., L.L.C., a Pennsylvania limited liability company Brandywine Piazza, L.L.C., a New Jersey limited liability company Brandywine Plaza 1000, L.L.C., a New Jersey limited liability company Brandywine Promenade, L.L.C., a New Jersey limited liability company Brandywine TB Florig, LLC, a Pennsylvania limited liability company Brandywine TB Inn, L.L.C., a Pennsylvania limited liability company Brandywine TB I, L.L.C., a Pennsylvania limited liability company Brandywine TB II, L.L.C., a Pennsylvania limited liability company Brandywine TB V, L.L.C., a Pennsylvania limited liability company Brandywine TB VI, L.L.C., a Pennsylvania limited liability company Brandywine TB VIII, L.L.C., a Pennsylvania limited liability company Brandywine Trenton Urban Renewal, L.L.C., a Delaware limited liability company Brandywine Witmer, L.L.C., a Pennsylvania limited liability company Christiana Center Operating Company I LLC, a Delaware limited liability company Christiana Center Operating Company II LLC, a Delaware limited liability company Christiana Center Operating Company III LLC, a Delaware limited liability company e-Tenants LLC, a Delaware limited liability company Macquarie BDN, LLC, a Delaware limited liability company Macquarie BDN Christina I, LLC, a Delaware limited liability company Macquarie BDN Christina III, LLC, a Delaware limited liability company PJP Building Two, L.C., a Virginia limited liability company PJP Building Five, L.C., a Virginia limited liability company 1000 Chesterbrook Boulevard Partnership, a Pennsylvania general partnership Atlantic American Properties Trust, a Maryland real estate investment trust

Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT ----------------------------- The Board of Trustees Brandywine Realty Trust: We consent to the incorporation by reference in the registration statements (Nos. 333-109010, 33-52952, 333-69653, 333-56237, 333-53359, 333-46647, 333-20999) on Form S-3 and (Nos. 333-52957, 333-28427, 333-14243) on Form S-8 of Brandywine Realty Trust of our report dated February 26, 2003, except as to notes 9, 12 and 13, which are as of December 31, 2003, with respect to the consolidated balance sheet of Brandywine Realty Trust and subsidiaries as of December 31, 2002, and the related consolidated statements of operations, beneficiaries' equity and comprehensive income, and cash flows for each of the years in the two-year period ended December 31, 2002, which report is included in the Annual Report on Form 10-K of Brandywine Realty Trust for 2003. Our report refers to the fact that effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Also, our report refers to the fact that effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 145, "Rescission of No. 4, 44, and 64, Amendment of FASB No. 13, and Technical Corrections." /s/ KPMG LLP Philadelphia, Pennsylvania March 12, 2004

Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-52952, 333-69653, 333-56237, 333-53359, 333-46647, 333-20999, 333-109010) and Form S-8 (Nos. 333-52957, 333-28427, 333-14243) of Brandywine Realty Trust and its subsidiaries of our report dated February 20, 2004 relating to the consolidated financial statements and consolidated financial statement schedules, which appear in this Form 10-K. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania March 12, 2004

Exhibit 31.1 SECTION 302 CERTIFICATION I, Gerard H. Sweeney, certify that: 1. I have reviewed this annual report on Form 10-K of Brandywine Realty Trust: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: ----------------- ------------------------------------- Gerard H. Sweeney President and Chief Executive Officer

Exhibit 31.2 SECTION 302 CERTIFICATION I, Christopher P. Marr, certify that: 1. I have reviewed this annual report on Form 10-K of Brandywine Realty Trust: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: -------------------- ----------------------------------- Christopher P. Marr Vice President and Chief Financial Officer

Exhibit 32.1 RULE 13(a)-14(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002* In connection with the Annual Report of Brandywine Realty Trust (the "Company") on Form 10-K for the fiscal year ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerard H. Sweeney, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Gerard H. Sweeney - --------------------- Gerard H. Sweeney President and Chief Executive Officer Date: March 12, 2004 * A signed original of this written statement required by Section 906 has been provided to Brandywine Realty Trust and will be retained by Brandywine Realty Trust and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2 RULE 13(a)-14(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002* In connection with the Annual Report of Brandywine Realty Trust (the "Company") on Form 10-K for the fiscal year ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher P. Marr, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Christopher P. Marr - ----------------------- Christopher P. Marr Senior Vice President and Chief Financial Officer Date: March 12, 2004 * A signed original of this written statement required by Section 906 has been provided to Brandywine Realty Trust and will be retained by Brandywine Realty Trust and furnished to the Securities and Exchange Commission or its staff upon request.