Brandywine Realty Trust Announces Joint Venture with Macquarie Office Trust.Business Editors PLYMOUTH MEETING, Pa.--(BUSINESS WIRE)--Dec. 9, 2003 Brandywine Realty Trust Brandywine Realty Trust (NYSE: BDN) is a real estate development trust (REIT) in the United States that buys, sells, leases and manages approximately 225 commercial properties, no more than 25 industrial parcels of land, mixed-use property, and over 200 acres of undeveloped (NYSE NYSE See: New York Stock Exchange : BDN BDN Borland Developer Network BDN Bangor Daily News (Maine, USA) BDN Business Development Network BDN Bell Data Network BDN Bulk Data Network BDN Busy Doing Nothing (band) BDN Buffered Delta Network ) (the "Company") announced today the formation of a strategic joint venture with Macquarie Office Trust ("MOF (1) (Managed Object Format) An ASCII file that contains the formal definition of a CIM schema. See CIM. (2) (Meta Object F "), an Australian listed property trust In Australia, a listed property trust (LPT) is a unitised portfolio of property assets, listed on a stock exchange, usually the Australian Stock Exchange (ASX). They are known internationally as real estate investment trusts (REITs). . Upon formation of the venture, the Company contributed two Class A office buildings, 1 and 3 Christina Centre, valued at $112.8 million. MOF's investment will represent an 80% interest in the venture. The venture has obtained $74.5 million of five-year fixed rate mortgage debt on the properties. As a result, the Company will generate $105.0 million of cash proceeds, and retain a 20% interest in the venture. The two buildings are located in the Philadelphia sub-market of Wilmington, Delaware, contain a total of 632,797 square feet and are 100% occupied. Bank One Corporation (through its credit card subsidiary) is the primary tenant in the buildings with leases that represent approximately 91% of the aggregate space. Under the terms of the agreement the Company will provide leasing, property management and construction management services to the venture for market rate fees. In addition, the Company may earn incentive payments if performance measures are achieved. The Company utilized approximately $53.4 million of the cash proceeds to repay without penalty the existing mortgage debt on the properties that was scheduled to mature in February 2004. The balance of the proceeds of approximately $51.6 million will be used for the Company's portion of transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). and to repay borrowings under the Company's line of credit. The Company continues to affirm its earnings guidance from its October 23, 2003 press release and continues to expect full year 2004 Earnings per Share (EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. ) of $1.18 to $1.31 and Funds from Operations Funds From Operations (FFO) Used by real estate and other investment trusts to define the cash flow from trust operations; earnings with depreciation and amortization added back. (FFO FFO See: Funds from operations ) to be $2.60 to $2.70 per share. The Company is introducing guidance for the first quarter of 2004 of EPS of $0.25 to $0.27 and FFO of $0.61 to $0.63 per share. The first quarter guidance incorporates the same key and variable assumptions stated in the aforementioned October 23, 2003 press release and in addition incorporates the earnings impact of our joint venture with Macquarie. Brandywine President and Chief Executive Officer Gerard H. Sweeney commented, "This transaction is yet another step in our balance sheet strengthening program and we are delighted to be initiating a relationship with Macquarie Office Trust. They are astute real estate investors with an excellent reputation. Strategically, this venture provides a credible, high quality source of capital as we continue to expand our operating platform." Macquarie Office Trust Chief Executive Officer Simon Jones commented, "We are very pleased with the enhanced earnings our Trust will derive from this acquisition. Brandywine is a high quality partner with a strong track record. We are excited about increasing Macquarie Office Trust's exposure to the North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. markets." Macquarie Capital Partners initiated the transaction and served as the financial advisor to Brandywine Realty Trust. Also advising the Company was Lazard Freres & Co. LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control . About Macquarie Office Trust Macquarie Office Trust is listed on the Australian Stock Exchange Australian Stock Exchange (ASX) Australia's major securities market, formed when the six state stock exchanges (Adelaide, Brisbane, Hobart, Melbourne, Perth, and Sydney stock exchanges) were merged in 1987. (ASX ASX See: Australian Stock Exchange : MOF) and is one of Australia's larger specialist commercial property owners, with $1.2 billion of quality office properties across Australia. The Trust is one of several listed and unlisted vehicles managed by Macquarie Property Investment Management and its Associates, a group with over $7.2 billion of property funds under management. Macquarie Property Investment Management is owned by Macquarie Bank Limited, Australia's largest listed investment bank, with headquarters in Sydney and regional offices located around the world, employing approximately 5,000 staff. For more information, visit the Macquarie Office Trust website at www.macquarie.com.au/officetrust. About Brandywine Realty Trust Brandywine Realty Trust, with headquarters in Plymouth Meeting, PA and regional offices in Mt. Laurel, NJ and Richmond, VA is one of the Mid-Atlantic region's largest full service real estate companies. Brandywine owns, manages or has an ownership interest in 281 office and industrial properties, aggregating 20.3 million square feet. For more information, visit Brandywine's website at www.brandywinerealty.com. Non-GAAP Supplemental Financial Measures Funds from Operations (FFO) FFO is a widely recognized measure of REIT REIT See: Real Estate Investment Trust REIT See real estate investment trust (REIT). performance. Although FFO is a non-GAAP financial measure, the Company believes that information regarding FFO is helpful to shareholders and potential investors. The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT NAREIT National Association of Real Estate Investment Trusts ), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company. NAREIT defines FFO as net income (loss) before minority interest of unitholders (preferred and common) and excluding gains (losses) on sales of depreciable depreciable Of, relating to, or being a long-term tangible asset that is subject to depreciation. operating property and extraordinary items (computed in accordance with GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). ); plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after adjustment for unconsolidated joint ventures. The GAAP measure that the Company believes to be most directly comparable to FFO, net income, includes depreciation and amortization expenses, gains or losses on property sales and minority interest. In computing FFO, the Company eliminates substantially all of these items because, in the Company's view, they are not indicative of the results from the Company's property operations. To facilitate a clear understanding of the Company's historical operating results, FFO should be examined in conjunction with net income (determined in accordance with GAAP) as presented in the financial statements included elsewhere in this release. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income (loss) (determined in accordance with GAAP) as an indication of the Company's financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company's liquidity, nor is it indicative of funds available for the Company's cash needs, including its ability to make cash distributions to shareholders. Note: Certain statements in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements or transactions of the Company and its affiliates or industry results to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors relate to, among others, the Company's ability to lease vacant space and to renew or relet space under expiring leases at expected levels, the potential loss of major tenants, interest rate levels, the availability and terms of debt and equity financing Equity Financing The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. , competition with other real estate companies for tenants and acquisitions, risks of real estate acquisitions, dispositions and developments, including cost overruns and construction delays, unanticipated operating costs and the effects of general and local economic and real estate conditions. Additional information or factors which could impact the Company and the forward-looking statements contained herein are included in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. |
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