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8-K - FORM 8-K - BRANDYWINE REALTY TRUSTbdn8-kx7182012.htm



Exhibit Index

Exhibit
No.

99.1
Unaudited pro forma consolidated balance sheets of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. as of March 31, 2012 and unaudited pro forma consolidated statements of operations of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the three months ended March 31, 2012 and 2011 and for the years ended December 31, 2011, 2010 and 2009, including the notes hereto.





BRANDYWINE REALTY TRUST AND BRANDYWINE OPERATING PARTNERSHIP, L.P.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On July 18, 2012, Brandywine Operating Partnership, L.P. (the "Operating Partnership") the limited partnership through which Brandywine Realty Trust, as sole general partner (the "Parent Company" and, together with the Operating Partnership, the "Company"), owns its assets and conducts its operations, sold a portfolio of 10 single-story and one two-story office/flex properties containing an aggregate of 466,719 square feet (the "Properties") located in Exton, Pennsylvania for a gross sales price, payable in cash, of $52.7 million. We are not affiliated with the purchaser, and the terms of the transaction were determined through arm's-length negotiations. The Properties were 81.6% leased at closing and they were built between the years of 1987 and 1999. The individual listing of the Properties is below:

Property Name
 
City
 
State
412 Creamery Way
 
Exton
 
PA
429 Creamery Way
 
Exton
 
PA
436 Creamery Way
 
Exton
 
PA
440 Creamery Way
 
Exton
 
PA
456 Creamery Way
 
Exton
 
PA
457 Creamery Way
 
Exton
 
PA
467 Creamery Way
 
Exton
 
PA
468 Thomas Jones Way
 
Exton
 
PA
486 Thomas Jones Way
 
Exton
 
PA
111 Arrandale Boulevard
 
Exton
 
PA
481 John Young Way
 
Exton
 
PA
The following unaudited pro forma consolidated financial statements of each of the Parent Company and the Operating Partnership have been prepared to reflect the effect of the sale as described in Item 2.01 of the Current Report on Form 8-K with which this Exhibit 99.1 is filed. The following unaudited pro forma consolidated financial statements of the Company are presented to comply with Article 11 of Regulation S-X and follow guidelines of the Securities and Exchange Commission (“SEC”). The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2012 and 2011 and the for years ended December 31, 2011, 2010 and 2009 are based on the historical consolidated statements of operations of each the Parent Company and the Operating Partnership, and give effect to the sale as if it had occurred on January 1, 2009. The unaudited pro forma consolidated balance sheet as of March 31, 2012 is based on the balance sheet on that date of each of the Parent Company and Operating Partnership, and gives effect to the sale as if it occurred on March 31, 2012.
The unaudited pro forma consolidated financial statements presented below are based on assumptions and adjustments set forth in the notes thereto. The unaudited pro forma adjustments made in the compilation of the unaudited pro forma consolidated financial statements were directly attributable to the sale, are factually supportable, are based upon available information and assumptions that the Company considers reasonable, and have been made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The unaudited pro forma consolidated financial information is presented for informational purposes only and should not be considered indicative of actual results that would have been achieved had the sale actually been consummated on the dates indicated and does not purport to be indicative of the financial condition as of any future date or results of operation for any future period.
The unaudited pro forma consolidated financial information, and the accompanying notes, should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 24, 2012 and the Quarterly Report on Form 10-Q for the period ended March 31, 2012 filed on May 4, 2012.

1



Exhibit 99.1
Brandywine Realty Trust
Unaudited Pro Forma Consolidated Balance Sheet
As of March 31, 2012
(in thousands, except per share data)
 
 
 
 
 
 
As Reported
Property Sold
 
 
 
 (A)
(B)
 
Pro Forma
ASSETS
 
 
 
 
Real estate investments:
 
 
 
 
Rental properties
$
4,717,124

(51,940
)
 (B1)
$
4,665,184

Accumulated depreciation
(884,026
)
13,977

 (B1)
(870,049
)
Operating real estate investments, net
3,833,098

(37,963
)
 
3,795,135

Construction-in-progress
38,442

(950
)
 
37,492

Land inventory
109,285


 
109,285

Total real estate investments, net
3,980,825

(38,913
)
 
3,941,912

Cash and cash equivalents
284,236

50,911

 (B2)
335,147

Held-to-maturity securities
50,164


 
50,164

Accounts receivable, net
14,038

(241
)
 (B1)
13,797

Accrued rent receivable, net
110,853

(1,266
)
 (B1)
109,587

Investment in real estate ventures, at equity
127,536


 
127,536

Deferred costs, net
118,685

(1,093
)
 (B1)
117,592

Intangible assets, net
63,969


 
63,969

Notes receivable
17,991


 
17,991

Other assets
57,046

(457
)
 (B1)
56,589

Total assets
$
4,825,343

8,941

 
$
4,834,284

 
 
 
 
 
LIABILITIES AND BENEFICIARIES’ EQUITY
  
 
 
 
Mortgage notes payable
$
508,210


 
$
508,210

Unsecured credit facility


 

Unsecured term loan
600,000


 
600,000

Unsecured senior notes, net of discounts
1,566,240


 
1,566,240

Accounts payable and accrued expenses
72,832


 
72,832

Distributions payable
23,860


 
23,860

Deferred income, gains and rent
99,905

(94
)
 (B1)
99,811

Acquired lease intangibles, net
33,278


 
33,278

Other liabilities
45,576

(650
)
 (B1)
44,926

 
 
 
 
 
Total liabilities
2,949,901

(744
)
 
2,949,157

Commitments and contingencies
 
 
 
 
 
 
 
 
 
Brandywine Realty Trust’s equity:
  
 
 
 
Preferred Shares (shares authorized-20,000,000):
  
 
 
 
7.50% Series C Preferred Shares
20


 
20

7.375% Series D Preferred Shares
23


 
23

Common Shares of Brandywine Realty Trust’s beneficial interest
1,428


 
1,428

Additional paid-in capital
2,777,148


 
2,777,148

Deferred compensation payable in common shares
5,436


 
5,436

Common shares in grantor trust,
(5,436
)

 
(5,436
)
Cumulative earnings
486,491

9,503

 
495,994

Accumulated other comprehensive loss
(6,005
)

 
(6,005
)
Cumulative distributions
(1,415,916
)

 
(1,415,916
)
Total Brandywine Realty Trust’s equity
1,843,189

9,503

 
1,852,692

Non-controlling interests
32,253

182

 
32,435

Total beneficiaries' equity
1,875,442

9,685

(B3)
1,885,127

Total liabilities and equity
$
4,825,343

8,941

 
$
4,834,284


The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.



2



Exhibit 99.1
Brandywine Realty Trust
Unaudited Pro Forma Consolidated Income Statement
For the three months ended March 31, 2012
(in thousands, except per share data)
 
 
 
 
 
As Reported (C)
Amounts transferred to discontinued operations (D)
Pro Forma
Revenue:
 
 
 
Rents
$
116,296

(1,398
)
$
114,898

Tenant reimbursements
19,332

(323
)
19,009

Termination fees
1,497


1,497

Third party management fees, labor reimbursement and leasing
3,142


3,142

Other
1,534

(2
)
1,532

Total revenue
141,801

(1,723
)
140,078

Operating Expenses:
  
 
 
Property operating expenses
40,197

(575
)
39,622

Real estate taxes
14,333

(157
)
14,176

Third party management expenses
1,250


1,250

Depreciation and amortization
50,502

(711
)
49,791

General and administrative expenses
6,050


6,050

Total operating expenses
112,332

(1,443
)
110,889

Operating income
29,469

(280
)
29,189

Other Income (Expense):
  
 
 
Interest income
483


483

Interest expense
(34,144
)

(34,144
)
Interest expense — amortization of deferred financing costs
(1,311
)

(1,311
)
Interest expense-financing obligation
(182
)

(182
)
Equity in income of real estate ventures
44


44

Loss on early extinguishment of debt
(248
)

(248
)
Loss from continuing operations before non-controlling interests
(5,889
)
(280
)
(6,169
)
Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures



Net (income) loss from continuing operations attributable to non-controlling interests — LP units
145

5

150

Net loss attributable to continuing operations
(5,744
)
(275
)
(6,019
)
 
 
 
 
Income allocated to Preferred Shares
(1,998
)

(1,998
)
Amount allocated to unvested restricted shareholders
(96
)

(96
)
Net loss from continuing operations allocated to Common Shareholders of Brandywine Realty Trust
$
(7,838
)
$
(275
)
$
(8,113
)
 
 
 
 
Per share data:
 
 
 
Basic earnings (loss) per Common Share:
  
 
 
Continuing operations
$
(0.05
)
 
$
(0.06
)
Diluted earnings (loss) per Common Share:
  
 
  
Continuing operations
$
(0.05
)
 
$
(0.06
)
 
 
 
 
Basic weighted average shares outstanding
142,821

 
142,821

 
 
 
 
Diluted weighted average shares outstanding
142,821

 
142,821


The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.





3



Exhibit 99.1
Brandywine Realty Trust
Unaudited Pro Forma Consolidated Income Statement
For the three months ended March 31, 2011
(in thousands, except per share data)
 
 
 
 
 
 
As Reported (C)
Amounts transferred to discontinued operations (D)
Other (F)
Pro Forma
Revenue:
 
 
 
 
Rents
$
117,362

(1,429
)

$
115,933

Tenant reimbursements
22,532

(587
)

21,945

Termination fees
568



568

Third party management fees, labor reimbursement and leasing
2,753



2,753

Other
1,083

(58
)

1,025

Total revenue
144,298

(2,074
)

142,224

Operating Expenses:
  
 
 
 
Property operating expenses
45,002

(710
)

44,292

Real estate taxes
13,958

(168
)

13,790

Third party management expenses
1,510



1,510

Depreciation and amortization
50,295

(546
)

49,749

General and administrative expenses
6,244



6,244

Total operating expenses
117,009

(1,424
)

115,585

Operating income
27,289

(650
)

26,639

Other Income (Expense):
  
 
 
 
Interest income
441



441

Interest expense
(32,393
)

675

(31,718
)
Interest expense — amortization of deferred financing costs
(928
)


(928
)
Equity in income of real estate ventures
1,233



1,233

Net gain on sale of interests in real estate
2,791



2,791

Income (loss) from continuing operations before non-controlling interests
(1,567
)
(650
)
675

(1,542
)
Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures




Net (income) loss from continuing operations attributable to non-controlling interests — LP units
73

13


86

Net income (loss) attributable to continuing operations
(1,494
)
(637
)
675

(1,456
)
 
 
 
 
 
Income allocated to Preferred Shares
(1,998
)


(1,998
)
Amount allocated to unvested restricted shareholders
(142
)


(142
)
Net income (loss) from continuing operations allocated to Common Shareholders of Brandywine Realty Trust
$
(3,634
)
$
(637
)
675

$
(3,596
)
 
 
 
 
 
Per share data:
 
 
 
 
Basic earnings (loss) per Common Share:
  
 
 
 
Continuing operations
$
(0.03
)
 
 
$
(0.03
)
Diluted earnings (loss) per Common Share:
  
 
 
  
Continuing operations
$
(0.03
)
 
 
$
(0.03
)
 
 
 
 
 
Basic weighted average shares outstanding
134,577

 
 
134,577

 
 
 
 
 
Diluted weighted average shares outstanding
134,577

 
 
134,577


The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.






4



Exhibit 99.1
Brandywine Realty Trust
Unaudited Pro Forma Consolidated Income Statement
For the year ended December 31, 2011
(in thousands, except per share data)
 
 
 
 
 
 
 
As Reported (C)
Amounts transferred to discontinued operations (D)
Other Pro forma Adjustments (E)
Other (F)
Pro Forma
Revenue:
 
 
 
 
 
Rents
$
480,600

(5,836
)
(9,084
)

$
465,680

Tenant reimbursements
81,236

(1,761
)
(110
)

79,365

Termination fees
2,993




2,993

Third party management fees, labor reimbursement and leasing
11,536




11,536

Other
5,440

(39
)
(7
)

5,394

Total revenue
581,805

(7,636
)
(9,201
)

564,968

Operating Expenses:
  
 
 
 
 
Property operating expenses
171,991

(2,272
)
(1,690
)

168,029

Real estate taxes
56,230

(663
)
(999
)

54,568

Third party management expenses
5,590




5,590

Depreciation and amortization
217,680

(2,350
)
(3,788
)

211,542

General and administrative expenses
24,602




24,602

Total operating expenses
476,093

(5,285
)
(6,477
)

464,331

Operating income
105,712

(2,351
)
(2,724
)

100,637

Other Income (Expense):
  
 
 
 
 
Interest income
1,813




1,813

Historic tax credit transaction income
12,026




12,026

Interest expense
(131,405
)

4,856

2,759

(123,790
)
Interest expense — amortization of deferred financing costs
(4,991
)



(4,991
)
Equity in income of real estate ventures
3,775




3,775

Net gain on sale of interests in real estate
2,791




2,791

Net gain on sale of undepreciated real estate
45




45

Loss on real estate venture formation
(222
)



(222
)
Loss on early extinguishment of debt
(2,776
)



(2,776
)
Income (loss) from continuing operations before non-controlling interests
(13,232
)
(2,351
)
2,132

2,759

(10,692
)
Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures





Net (income) loss from continuing operations attributable to non-controlling interests — LP units
548

89

89


726

Net income (loss) attributable to continuing operations
(12,684
)
(2,262
)
2,221

2,759

(9,966
)
 
 
 
 
 
 
Income allocated to Preferred Shares
(7,992
)



(7,992
)
Amount allocated to unvested restricted shareholders
(505
)



(505
)
Net income (loss) from continuing operations allocated to Common Shareholders of Brandywine Realty Trust
$
(21,181
)
$
(2,262
)
$
2,221

2,759

$
(18,463
)
 
 
 
 
 
 
Per share data:
 
 
 
 
 
Basic earnings (loss) per Common Share:
  
 
 
 
 
Continuing operations
$
(0.16
)
 
 
 
$
(0.14
)
Diluted earnings (loss) per Common Share:
  
 
 
 
  
Continuing operations
$
(0.16
)
 
 
 
$
(0.14
)
 
 
 
 
 
 
Basic weighted average shares outstanding
135,444

 
 
 
135,444

 
 
 
 
 
 
Diluted weighted average shares outstanding
135,444

 
 
 
135,444

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.


5



Exhibit 99.1
Brandywine Realty Trust
Unaudited Pro Forma Consolidated Income Statement
For the year ended December 31, 2010
(in thousands, except per share data)
 
 
 
 
 
 
 
As Reported (C)
Amounts transferred to discontinued operations (D)
Other Pro forma Adjustments (E)
Other (F)
Pro Forma
Revenue:
 
 
 
 
 
Rents
$
461,101

(5,970
)
(9,085
)

$
446,046

Tenant reimbursements
77,139

(1,569
)
(15
)

75,555

Termination fees
5,576

(43
)


5,533

Third party management fees, labor reimbursement and leasing
11,830

 


11,830

Other
4,310

(4
)


4,306

Total revenue
559,956

(7,586
)
(9,100
)

543,270

Operating Expenses:
  
 
 
 
 
Property operating expenses
167,911

(1,967
)
(1,667
)

164,277

Real estate taxes
53,564

(687
)
(552
)

52,325

Third party management expenses
5,866




5,866

Depreciation and amortization
210,592

(2,267
)
(3,791
)

204,534

General and administrative expenses
23,306




23,306

Total operating expenses
461,239

(4,921
)
(6,010
)

450,308

Operating income (loss)
98,717

(2,665
)
(3,090
)

92,962

Other Income (Expense):
  
 
 
 
 
Interest income
3,222




3,222

Interest expense
(132,640
)

4,617

2,624

(125,399
)
Interest expense — amortization of deferred financing costs
(3,770
)



(3,770
)
Equity in income of real estate ventures
5,305




5,305

Loss on early extinguishment of debt
(2,110
)



(2,110
)
Income (loss) from continuing operations before non-controlling interests
(31,276
)
(2,665
)
1,527

2,624

(29,790
)
Net income attributable to non-controlling interests
 
 
 
 
 
Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures





Net (income) loss from continuing operations attributable to non-controlling interests — LP units
820

56

65


941

Net income (loss) attributable to continuing operations
(30,456
)
(2,609
)
1,592

2,624

(28,849
)
 
 
 
 
 
 
Income allocated to Preferred Shares
(7,992
)



(7,992
)
Amount allocated to unvested restricted shareholders
(512
)



(512
)
Net income (loss) from continuing operations allocated to Common Shareholders of Brandywine Realty Trust
$
(38,960
)
$
(2,609
)
$
1,592

$
2,624

$
(37,353
)
 
 
 
 
 
 
Per share data:
 
 
 
 
 
Basic earnings (loss) per Common Share:
  
 
 
 
 
Continuing operations
$
(0.29
)
 




$
(0.28
)
Diluted earnings (loss) per Common Share:
  
 
 
 
 
Continuing operations
$
(0.29
)
 
 
 
$
(0.28
)
 
 
 
 
 
 
Basic weighted average shares outstanding
131,743

 
 
 
131,743

 
 
 
 
 
 
Diluted weighted average shares outstanding
131,743

 
 
 
131,743


The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.






6



Exhibit 99.1
Brandywine Realty Trust
Unaudited Pro Forma Consolidated Income Statement
For the year ended December 31, 2009
(in thousands, except per share data)
 
 
 
 
 
 
 
As Reported (C)
Amounts transferred to discontinued operations (D)
Other Pro forma Adjustments (E)
Other (F)
Pro Forma
Revenue:
 
 
 
 
 
Rents
$
467,188

(5,999
)
(4,676
)

$
456,513

Tenant reimbursements
76,652

(1,149
)
(250
)

75,253

Termination fees
3,601

(216
)


3,385

Third party management fees, labor reimbursement and leasing
17,151




17,151

Other
3,328

(23
)


3,305

Total revenue
567,920

(7,387
)
(4,926
)

555,607

Operating Expenses:
  
 
 
 
 
Property operating expenses
162,940

(1,518
)
(1,277
)

160,145

Real estate taxes
56,224

(668
)
(1,082
)

54,474

Third party management expenses
7,996




7,996

Depreciation and amortization
203,572

(1,916
)
(2,113
)

199,543

General and administrative expenses
20,821




20,821

Total operating expenses
451,553

(4,102
)
(4,472
)

442,979

Operating income
116,367

(3,285
)
(454
)

112,628

Other Income (Expense):
  
 
 
 
 
Interest income
2,499




2,499

Interest expense
(135,740
)

5,065

2,878

(127,797
)
Interest expense — amortization of deferred financing costs
(5,864
)



(5,864
)
Recognized hedge activity
(916
)



(916
)
Equity in income of real estate ventures
4,069




4,069

Net loss on sale of interests in real estate
(3
)



(3
)
Gain on early extinguishment of debt
23,176




23,176

Income (loss) from continuing operations before non-controlling interests
3,588

(3,285
)
4,611

2,878

7,792

Net income attributable to non-controlling interests
 
 
 
 
 
Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures
(30
)



(30
)
Net (income) loss from continuing operations attributable to non-controlling interests — LP units
58

84

(4
)

138

Net (income) loss attributable to non-controlling interests
3,616

(3,201
)
4,607

2,878

7,900

Distribution to Preferred Shares
(7,992
)



(7,992
)
Amount allocated to unvested restricted shareholders
(279
)



(279
)
Net income (loss) from continuing operations attributable to Common Shareholders of Brandywine Realty Trust
$
(4,655
)
$
(3,201
)
$
4,607

$
2,878

$
(371
)
 
 
 
 
 
 
Per share data:
 
 
 
 
 
Basic earnings (loss) per Common Share:
  
 
 
 
 
Continuing operations
$
(0.04
)
 
 
 
$

Diluted earnings (loss) per Common Share:
  
 
 
 
 
Continuing operations
$
(0.04
)
 
 
 
$

 
 
 
 
 
 
Basic weighted average shares outstanding
111,898

 
 
 
111,898

 
 
 
 
 
 
Diluted weighted average shares outstanding
113,251

 
 
 
113,251

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.




7



Exhibit 99.1
Brandywine Operating Partnership, L.P.
Unaudited Pro Forma Consolidated Balance Sheet
As of March 31, 2012
(in thousands, except per share data)
 
 
 
 
 
 
As Reported
Property Sold
 
Reported as
 
 (A)
(B)
 
Pro Forma
ASSETS
 
 
 
 
Real estate investments:
 
 
 
 
Rental properties
$
4,717,124

(51,940
)
 (B1)
$
4,665,184

Accumulated depreciation
(884,026
)
13,977

 (B1)
(870,049
)
Operating real estate investments, net
3,833,098

(37,963
)
 
3,795,135

Construction-in-progress
38,442

(950
)
 
37,492

Land inventory
109,285


 
109,285

Total real estate investments, net
3,980,825

(38,913
)
 
3,941,912

Cash and cash equivalents
284,236

50,911

 (B2)
335,147

Held-to-maturity securities
50,164


 
50,164

Accounts receivable, net
14,038

(241
)
 (B1)
13,797

Accrued rent receivable, net
110,853

(1,266
)
 (B1)
109,587

Investment in real estate ventures, at equity
127,536


 
127,536

Deferred costs, net
118,685

(1,093
)
 (B1)
117,592

Intangible assets, net
63,969


 
63,969

Notes receivable
17,991


 
17,991

Other assets
57,046

(457
)
 (B1)
56,589

Total assets
$
4,825,343

8,941

 
$
4,834,284

 
 
 
 
 
LIABILITIES AND BENEFICIARIES’ EQUITY
  
 
 
 
Mortgage notes payable
$
508,210


 
$
508,210

Unsecured credit facility


 

Unsecured term loan
600,000


 
600,000

Unsecured senior notes, net of discounts
1,566,240


 
1,566,240

Accounts payable and accrued expenses
72,832


 
72,832

Distributions payable
23,860


 
23,860

Deferred income, gains and rent
99,905

(94
)
 (B1)
99,811

Acquired lease intangibles, net
33,278


 
33,278

Other liabilities
45,576

(650
)
 (B1)
44,926

Total liabilities
2,949,901

(744
)
 
2,949,157

Commitments and contingencies
 
 
 
 
Redeemable limited partnership units at redemption value
39,785


 
39,785

Brandywine Operating Partnership's Equity:
 
 
 


7.50% Series D Preferred Mirror Units
47,912


 
47,912

7.375% Series E Preferred Mirror Units
55,538


 
55,538

General Partnership Capital
1,738,348

9,685

 (B3)
1,748,033

Accumulated other comprehensive loss
(6,141
)

 
(6,141
)
       Total Brandywine Operating Partnership's Equity
1,835,657

9,685

 
1,845,342

Total liabilities and partners' equity
$
4,825,343

$
8,941

 
$
4,834,284


The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.





8



Exhibit 99.1
Brandywine Operating Partnership, L.P.
Unaudited Pro Forma Consolidated Income Statement
For the three months ended March 31, 2012
(in thousands, except per share data)
 
 
 
 
 
As Reported (C)
Amounts transferred to discontinued operations (D)
Pro Forma
Revenue:
 
 
 
Rents
$
116,296

(1,398
)
$
114,898

Tenant reimbursements
19,332

(323
)
19,009

Termination fees
1,497


1,497

Third party management fees, labor reimbursement and leasing
3,142


3,142

Other
1,534

(2
)
1,532

Total revenue
141,801

(1,723
)
140,078

Operating Expenses:
  
 
 
Property operating expenses
40,197

(575
)
39,622

Real estate taxes
14,333

(157
)
14,176

Third party management expenses
1,250


1,250

Depreciation and amortization
50,502

(711
)
49,791

General and administrative expenses
6,050


6,050

Total operating expenses
112,332

(1,443
)
110,889

Operating income
29,469

(280
)
29,189

Other Income (Expense):
  
 
 
Interest income
483


483

Interest expense
(34,144
)

(34,144
)
Interest expense — amortization of deferred financing costs
(1,311
)

(1,311
)
Interest expense-financing obligation
(182
)

(182
)
Equity in income of real estate ventures
44


44

Loss on early extinguishment of debt
(248
)

(248
)
Loss from continuing operations
(5,889
)
(280
)
(6,169
)
 
 
 
 
Income allocated to Preferred Units
(1,998
)

(1,998
)
Amount allocated to unvested restricted shareholders
(96
)

(96
)
Net loss from continuing operations allocated to Common Partnership
$
(7,983
)
$
(280
)
$
(8,263
)
 
 
 
 
Per share Data:
 
 
 
Basic earnings (loss) per Common Partnership Unit:
  
 
 
Continuing operations
$
(0.05
)
 
$
(0.06
)
Diluted earnings (loss) per Common Partnership Unit:
  
 
  
Continuing operations
$
(0.05
)
 
$
(0.06
)
 
 
 
 
Basic weighted average common partnership units outstanding
145,485

 
145,485

 
 
 
 
Diluted weighted average common partnership units outstanding
145,485

 
145,485


The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements






9



Exhibit 99.1
Brandywine Operating Partnership, L.P.
Unaudited Pro Forma Consolidated Income Statement
For the three months ended March 31, 2011
(in thousands, except per share data)
 
 
 
 
 
 
As Reported (C)
Amounts transferred to discontinued operations (D)
Other (F)
Pro Forma
Revenue:
 
 
 
 
Rents
$
117,362

(1,429
)

$
115,933

Tenant reimbursements
22,532

(587
)

21,945

Termination fees
568



568

Third party management fees, labor reimbursement and leasing
2,753



2,753

Other
1,083

(58
)

1,025

Total revenue
144,298

(2,074
)

142,224

Operating Expenses:
  
 
 
 
Property operating expenses
45,002

(710
)

44,292

Real estate taxes
13,958

(168
)

13,790

Third party management expenses
1,510



1,510

Depreciation and amortization
50,295

(546
)

49,749

General and administrative expenses
6,244



6,244

Total operating expenses
117,009

(1,424
)

115,585

Operating income
27,289

(650
)

26,639

Other Income (Expense):
  
 
 
 
Interest income
441



441

Interest expense
(32,393
)

675

(31,718
)
Interest expense — amortization of deferred financing costs
(928
)


(928
)
Equity in income of real estate ventures
1,233



1,233

Net gain on sale of interests in real estate
2,791



2,791

Income (loss) from continuing operations
(1,567
)
(650
)
675

(1,542
)
 
 
 
 
 
Income allocated to Preferred Units
(1,998
)


(1,998
)
Amount allocated to unvested restricted shareholders
(142
)


(142
)
Net income (loss) from continuing operations allocated to Common Partnership Units
$
(3,707
)
$
(650
)
$
675

$
(3,682
)
 
 
 
 
 
Per share Data:
 
 
 
 
Basic earnings (loss) per Common Partnership Unit:
  
 
 
 
Continuing operations
$
(0.03
)
 
 
$
(0.03
)
Diluted earnings (loss) per Common Partnership Unit:
  
 
 
  
Continuing operations
$
(0.03
)
 
 
$
(0.03
)
 
 
 
 
 
Basic weighted average common partnership units outstanding
144,480

 
 
144,480

 
 
 
 
 
Diluted weighted average common partnership units outstanding
144,480

 
 
144,480


The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements







10



Exhibit 99.1
Brandywine Operating Partnership, L.P.
Unaudited Pro Forma Consolidated Income Statement
For the year ended December 31, 2011
(in thousands, except per share data)
 
 
 
 
 
 
 
As Reported (C)
Amounts transferred to discontinued operations (D)
Other Pro forma Adjustments (E)
Other (F)
Pro Forma
Revenue:
 
 
 
 
 
Rents
$
480,600

(5,836
)
(9,084
)

$
465,680

Tenant reimbursements
81,236

(1,761
)
(110
)

79,365

Termination fees
2,993




2,993

Third party management fees, labor reimbursement and leasing
11,536




11,536

Other
5,440

(39
)
(7
)

5,394

Total revenue
581,805

(7,636
)
(9,201
)

564,968

Operating Expenses:
  
 
 
 
 
Property operating expenses
171,991

(2,272
)
(1,690
)

168,029

Real estate taxes
56,230

(663
)
(999
)

54,568

Third party management expenses
5,590




5,590

Depreciation and amortization
217,680

(2,350
)
(3,788
)

211,542

General and administrative expenses
24,602




24,602

Total operating expenses
476,093

(5,285
)
(6,477
)

464,331

Operating income
105,712

(2,351
)
(2,724
)

100,637

Other Income (Expense):
  
 
 
 
 
Interest income
1,813




1,813

Historic tax credit transaction income
12,026




12,026

Interest expense
(131,405
)

4,856

2,759

(123,790
)
Interest expense — amortization of deferred financing costs
(4,991
)



(4,991
)
Equity in income of real estate ventures
3,775




3,775

Net gain on sale of interests in real estate
2,791




2,791

Net gain on sale of undepreciated real estate
45




45

Loss on real estate venture formation
(222
)



(222
)
Loss on early extinguishment of debt
(2,776
)



(2,776
)
Income (loss) from continuing operations
(13,232
)
(2,351
)
2,132

2,759

(10,692
)
 
 
 
 
 
 
Income allocated to Preferred Units
(7,992
)



(7,992
)
Amount allocated to unvested restricted shareholders
(505
)



(505
)
Net income (loss) from continuing operations allocated to Common Partnership Units
$
(21,729
)
$
(2,351
)
$
2,132

$
2,759

$
(19,189
)
 
 
 
 
 
 
Per share Data:
 
 
 
 
 
Basic earnings (loss) per Common Partnership Unit:
  
 
 
 
 
Continuing operations
$
(0.15
)
 
 
 
$
(0.13
)
Diluted earnings (loss) per Common Partnership Unit:
  
 
 
 
  
Continuing operations
$
(0.15
)
 
 
 
$
(0.13
)
 
 
 
 
 
 
Basic weighted average common partnership units outstanding
145,119

 
 
 
145,119

 
 
 
 
 
 
Diluted weighted average common partnership units outstanding
145,119

 
 
 
145,119


The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.



11



Exhibit 99.1
Brandywine Operating Partnership, L.P.
Unaudited Pro Forma Consolidated Income Statement
For the year ended December 31, 2010
(in thousands, except per share data)
 
 
 
 
 
 
 
As Reported (C)
Amounts transferred to discontinued operations (D)
Other Pro forma Adjustments (E)
Other (F)
Pro Forma
Revenue:
 
 
 
 
 
Rents
$
461,101

(5,970
)
(9,085
)

$
446,046

Tenant reimbursements
77,139

(1,569
)
(15
)

75,555

Termination fees
5,576

(43
)


5,533

Third party management fees, labor reimbursement and leasing
11,830




11,830

Other
4,310

(4
)


4,306

Total revenue
559,956

(7,586
)
(9,100
)

543,270

Operating Expenses:
  
 
 
 
 
Property operating expenses
167,911

(1,967
)
(1,667
)

164,277

Real estate taxes
53,564

(687
)
(552
)

52,325

Third party management expenses
5,866




5,866

Depreciation and amortization
210,592

(2,267
)
(3,791
)

204,534

General and administrative expenses
23,306




23,306

Total operating expenses
461,239

(4,921
)
(6,010
)

450,308

Operating income
98,717

(2,665
)
(3,090
)

92,962

Other Income (Expense):
  
 
 
 
 
Interest income
3,222




3,222

Interest expense
(132,640
)

4,617

2,624

(125,399
)
Interest expense — amortization of deferred financing costs
(3,770
)



(3,770
)
Equity in income of real estate ventures
5,305




5,305

Loss on early extinguishment of debt
(2,110
)



(2,110
)
Income (loss) from continuing operations
(31,276
)
(2,665
)
1,527

2,624

(29,790
)
 
 
 
 
 
 
Distribution to Preferred Shares
(7,992
)



(7,992
)
Amount allocated to unvested restricted shareholders
(512
)



(512
)
Net income (loss) from continuing operations  allocated to Common Partnership Units
$
(39,780
)
$
(2,665
)
$
1,527

$
2,624

$
(38,294
)
 
 
 
 
 
 
Per share data:
 
 
 
 
 
Basic earnings (loss) per Common Partnership Unit:
  
 
 
 
 
Continuing operations
$
(0.29
)
 
 
 
$
(0.28
)
Diluted earnings (loss) per Common Partnership Unit:
  
 
 
 
  
Continuing operations
$
(0.29
)
 
 
 
$
(0.28
)
 
 
 
 
 
 
Basic weighted average common partnership units outstanding
137,455

 
 
 
137,455

 
 
 
 
 
 
Diluted weighted average common partnership units outstanding
137,455

 
 
 
137,455


The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.









12



Exhibit 99.1
Brandywine Operating Partnership, L.P.
Unaudited Pro Forma Consolidated Income Statement
For the year ended December 31, 2009
(in thousands, except per share data)
 
 
 
 
 
 
 
As Reported (C)
Amounts transferred to discontinued operations (D)
Other Pro forma Adjustments (E)
Other (F)
Pro Forma
 
 
 
 
 
 
Revenue:
 
 
 
 
 
Rents
$
467,188

(5,999
)
(4,676
)

$
456,513

Tenant reimbursements
76,652

(1,149
)
(250
)

75,253

Termination fees
3,601

(216
)


3,385

Third party management fees, labor reimbursement and leasing
17,151




17,151

Other
3,328

(23
)


3,305

Total revenue
567,920

(7,387
)
(4,926
)

555,607

Operating Expenses:
  
 
 
 
 
Property operating expenses
162,940

(1,518
)
(1,277
)

160,145

Real estate taxes
56,224

(668
)
(1,082
)

54,474

Third party management expenses
7,996




7,996

Depreciation and amortization
203,572

(1,916
)
(2,113
)
 
199,543

General and administrative expenses
20,821




20,821

Total operating expenses
451,553

(4,102
)
(4,472
)

442,979

Operating income
116,367

(3,285
)
(454
)

112,628

Other Income (Expense):
  
 
 
 
 
Interest income
2,499




2,499

Interest expense
(135,740
)

5,065

2,878

(127,797
)
Interest expense — amortization of deferred financing costs
(5,864
)



(5,864
)
Recognized hedge activity
(916
)



(916
)
Equity in income of real estate ventures
4,069




4,069

Net loss on sale of interests in real estate
(3
)



(3
)
Gain on early extinguishment of debt
23,176




23,176

Income (loss) from continuing operations before non-controlling interest
3,588

(3,285
)
4,611

2,878

7,792

Net income attributable to non-controlling interests
(30
)


 
(30
)
Net (income) loss from continuing operations
3,558

(3,285
)
4,611

2,878

7,762

Distribution to Preferred Shares
(7,992
)



(7,992
)
Amount allocated to unvested restricted shareholders
(279
)



(279
)
Net income (loss) from continuing operations allocated to Common Partnership Units
$
(4,713
)
$
(3,285
)
$
4,611

2,878

$
(509
)
 
 
 
 
 
 
Per share data:
 
 
 
 
 
Basic earnings (loss) per Common Partnership Unit:
  
 
 
 
 
Continuing operations
$
(0.04
)
 
 
 
$

Diluted earnings (loss) per Common Partnership Unit:
  
 
 
 
  
Continuing operations
$
(0.04
)
 
 
 
$

 
 
 
 
 
 
Basic weighted average common partnership units outstanding
114,713

 
 
 
114,713

 
 
 
 
 
 
Diluted weighted average common partnership units outstanding
116,066

 
 
 
116,066


The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

13




Exhibit 99.1
BRANDYWINE REALTY TRUST AND BRANDYWINE OPERATING PARTNERSHIP, L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Pro Forma Adjustments

(A)
Reflects the Company's consolidated balance sheet as of March 31, 2012, as contained in the historical financial statements and notes thereto presented in the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2012.

(B)
The pro forma adjustments represent the elimination of the assets and liabilities of the Properties sold. These adjustments also include the receipt of proceeds of approximately $50.9 million, net of adjustments and costs of approximately $1.8 million.

(B1) Represents the sale of the Properties' assets and liabilities.
(B2) Represents net proceeds received by Brandywine upon sale of the Properties.
(B3) Represents the estimated gain on sale recognized by Brandywine upon completion of the sale transaction as if the sale occurred as of March 31, 2012, and was calculated as follows:

Sale price of the Properties
$
52,700,000

Less: Estimated closing costs
(1,788,552
)
Less: Property basis as of March 31, 2012
(41,225,469
)
Total estimated gain (i)
9,685,979


(i) The Company is recording an estimated $9.9 million gain on sale from this transaction as of July 18, 2012 as a result of additional depreciation expense and changes in the basis from March 31, 2012.

(C)
Reflects the consolidated results of operations for the Company for the three months ended March 31, 2012 and 2011 and the years ended December 31, 2011, 2010 and 2009, respectively, as contained in the historical financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 and the Quarterly Report on Form 10-Q for the three months ended March 31, 2012.

(D)
Represents revenues and expenses of the Properties sold for the three months ended March 31, 2012 and 2011 and for years ended December 31, 2011, 2010 and 2009, respectively.
 
(E)
Represents revenues and expenses of a 268,240 square foot property located in Herndon, Virginia that was previously disclosed on Form 8-K filed on March 23, 2012 to comply with Article 11 of Regulation S-X for years ended December 31, 2011, 2010 and 2009, respectively.

(F)
Represents an adjustment made to interest expense in connection with the sale of the Properties. Interest expense represents the elimination of interest expense on a portion of the Company's unsecured revolving credit facility that was repaid with proceeds from the sale as if the sale occurred on January 1, 2009 using actual monthly interest rates on the revolving credit facility over the periods. Each 1/8 of 1% decrease in the interest rate of the revolving credit facility will decrease interest expense by approximately $0.1 million for each of the years ended December 31, 2011, 2010 and 2009, respectively and a nominal amount for the three months ending March 31, 2011. There is no decrease in interest expense for the three months ending March 31, 2012 as there was no outstanding balance on the Company's unsecured credit facility.

14