-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BoTbO05N+I3ym2k1u1sVwvkZq9ciPiadTeYIIuND/ehk1MosqMdaM5lco2cWjBnm bX1NEkH5YxubV7Iy1y6b4A== 0000950116-01-500185.txt : 20010516 0000950116-01-500185.hdr.sgml : 20010516 ACCESSION NUMBER: 0000950116-01-500185 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010410 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRANDYWINE REALTY TRUST CENTRAL INDEX KEY: 0000790816 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232413352 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-09106 FILM NUMBER: 1635772 BUSINESS ADDRESS: STREET 1: 14 CAMPUS BLVD STREET 2: STE 100 CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 BUSINESS PHONE: 6103255600 MAIL ADDRESS: STREET 1: TWO GREENTREE CENTRE STREET 2: SUITE 100 CITY: MARLTON STATE: NJ ZIP: 08053 FORMER COMPANY: FORMER CONFORMED NAME: LINPRO SPECIFIED PROPERTIES DATE OF NAME CHANGE: 19920703 8-K/A 1 eightk-a.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A No. 1 Current Report Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 10, 2001 BRANDYWINE REALTY TRUST ----------------------- (Exact name of registrant as specified in its charter) MARYLAND 1-9106 23-2413352 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) file number) Identification Number) 14 Campus Boulevard, Newtown Square, Pennsylvania 19073 (Address of principal executive offices) (610) 325-5600 (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets (i) Consummation of Transaction. Reference is made to the disclosure contained in the Current Report on Form 8-K filed by the Company on March 23, 2001 (the "March 8-K") and in the Current Report on Form 8-K filed by the Company on April 23, 2001 regarding the Company's acquisition of the Acquisition Properties (as defined in the March 8-K) (other than the 103,000 square foot office building under development and approximately six acres of related developable land at 935 First Avenue in King of Prussia, Pennsylvania). (ii) Financial Statements. Included under Item 7 of this Current Report on Form 8-K are financial statements for the acquired Acquisition Properties and pro forma financial information for the Company. After reasonable inquiry, the Company is not aware of any material factors relating to the acquired Acquisition Properties that would cause the reported financial information relating to such properties not to be necessarily indicative of future operating results. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements. The audited combined statement of revenue and certain operating expenses of the Prentiss Acquisition Properties for the year ended December 31, 2000 are included on pages F-8 to F-14. (b) Pro Forma Financial Information. Pro forma financial information, which gives effect to the Company's acquisition of the Acquisition Properties as of and for the year ended December 31, 2000, is included on pages F-2 to F-7. (c) Exhibits. 23.1 Consent of Arthur Andersen LLP 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRANDYWINE REALTY TRUST Date: May 15, 2001 By: /s/ Gerard H. Sweeney ------------------------------------------ Title: President and Chief Executive Officer 3 BRANDYWINE REALTY TRUST INDEX TO FINANCIAL STATEMENTS
I. UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL INFORMATION o Pro Forma Condensed Consolidating Balance Sheet as of December 31, 2000.....................F - 2 o Pro Forma Condensed Consolidating Statement of Operations for the Year Ended December 31, 2000................................................................F - 3 o Notes and Management's Assumptions to Unaudited Pro Forma Condensed Consolidating Financial Information.........................................................F - 4 II. PRENTISS ACQUISITION PROPERTIES o Report of Independent Public Accountants....................................................F - 8 o Combined Statement of Revenue and Certain Expenses for the Year Ended December 31, 2000................................................................F - 10 o Notes to Combined Statement of Revenue and Certain Expenses for the Year Ended December 31, 2000................................................................F - 11
F-1 BRANDYWINE REALTY TRUST PRO FORMA CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2000 (Notes 1 and 2) (unaudited and in thousands, except share and per share amounts)
Historical Pro Forma Pro Forma Consolidated Adjustments Consolidated ------------ ----------- ------------ ASSETS Real estate investments: Operating properties $ 1,754,895 $ 88,921 $ 1,843,816 Accumulated depreciation (179,558) 7,950 (171,608) ----------- -------- ----------- 1,575,337 96,871 1,672,208 Construction-in-progress 54,311 (25) 54,286 Land held for development 44,693 - 44,693 ----------- -------- ----------- 1,674,341 96,846 1,771,187 Cash and cash equivalents 16,040 (15,903) 137 Escrowed cash 14,788 - 14,788 Accounts receivable, net 7,322 - 7,322 Accrued rent receivable, net 21,221 (1,061) 20,160 Due from affiliates 5,781 - 5,781 Investment in management company, at equity 392 - 392 Investment in real estate ventures, at equity 33,566 (11,745) 21,821 Deferred costs, net 19,828 (230) 19,598 Other assets 32,161 26,623 58,784 ----------- -------- ----------- Total assets $ 1,825,440 $ 94,530 $ 1,919,970 =========== ======== =========== LIABILITIES AND BENEFICIARIES' EQUITY Mortgage notes payable $ 527,877 $ 87,521 $ 615,398 Borrowings under Credit Facility 338,325 - 338,325 Accounts payable and accrued expenses 20,099 7,009 27,108 Distributions payable 20,428 - 20,428 Tenant security deposits and deferred rents 17,232 - 17,232 ----------- -------- ----------- Total liabilities 923,961 94,530 1,018,491 Minority interest 144,974 - 144,974 Commitments and contingencies Beneficiaries' equity: Preferred Shares of beneficial interest, (shares authorized-10,000,000): 7.25% Series A Preferred Shares, $0.01 par value; issued and outstanding-750,000 in 2000 and 1999 8 - 8 8.75% Series B Preferred Shares, $0.01 par value; issued and outstanding-4,375,000 in 2000 and 1999 44 - 44 Common Shares of beneficial interest, $0.01 par value; shares authorized-100,000,000; issued and outstanding-35,681,314 in 2000 and 36,372,590 in 1999 357 - 357 Additional paid-in capital 851,875 - 851,875 Share warrants 908 - 908 Cumulative earnings 131,256 - 131,256 Accumulated other comprehensive loss (1,731) - (1,731) Cumulative distributions (226,212) - (226,212) ----------- -------- ----------- Total beneficiaries' equity 756,505 - 756,505 ----------- -------- ----------- Total liabilities and beneficiaries' equity $ 1,825,440 $ 94,530 $ 1,919,970 =========== ======== ===========
The accompanying condensed notes are an integral part of these consolidating financial statements. F-2 BRANDYWINE REALTY TRUST PRO FORMA CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 (Notes 1 and 3) (Unaudited) (In thousands, except share and per share amounts)
Total Historical Pro Forma Pro Forma Consolidated Sold (A) Acquired (B) Adjustments Consolidated ------------ -------- ------------ ----------- ------------ REVENUE: Rents $ 245,460 $ (12,796) $ 24,069 $ - $ 256,733 Tenant reimbursements 34,506 (1,501) 3,167 - 36,172 Other 7,118 (137) 1,618 801 (C) 9,400 ------------ --------- -------- -------- ------------ Total Revenue 287,084 (14,434) 28,854 801 302,305 OPERATING EXPENSES: Property operating expenses 65,597 (2,441) 5,453 - 68,609 Real estate taxes 26,200 (1,215) 2,262 - 27,247 Interest 64,746 - 5,806 1,042 (C) 71,594 Depreciation and amortization 67,012 (3,558) - 6,375 (C) 69,829 Management fees 12,123 (705) 799 - 12,217 Administrative expenses 4,249 - - - 4,249 ------------ --------- -------- -------- ------------ Total operating expenses 239,927 (7,919) 14,320 7,417 253,745 ------------ --------- -------- -------- ------------ Income before equity in income of management company, equity in income of real estate ventures, net gains on sales and minority interest 47,157 (6,515) 14,534 (6,616) 48,560 Equity in income of management company 164 - - (37) (D) 127 Equity income from real estate ventures 2,797 (240) - - 2,557 ------------ --------- -------- -------- ------------ Income before net gains on sales and minority interest 50,118 (6,755) 14,534 (6,653) 51,244 Net gains on sales of interests in real estate 11,638 - - - 11,638 ------------ --------- -------- -------- ------------ Income before minority interest 61,756 (6,755) 14,534 (6,653) 62,882 Minority interest (9,598) - - (64) (9,662) ------------ --------- -------- -------- ------------ Net income (loss) 52,158 (6,755) 14,534 (6,717) 53,220 Income allocated to Preferred Shares (11,906) - - - (11,906) ------------ --------- -------- -------- ------------ Income (loss) allocated to Common Shares $ 40,252 $ (6,755) $ 14,534 $ (6,717) $ 41,314 ============ ========= ======== ======== ============ Diluted earnings per Common Share $ 1.12 $ 1.15 ============ ============ Diluted weighted average number of shares outstanding 35,824,174 35,824,174 ============ ============
The accompanying condensed notes are an integral part of these consolidating financial statements. F-3 NOTES AND MANAGEMENT'S ASSUMPTIONS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL INFORMATION 1. BASIS OF PRESENTATION: 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, 2000, the Company's portfolio included 197 office properties, 52 industrial facilities and one mixed-use property (collectively, the "Properties") that contained an aggregate of approximately 16.5 million net rentable square feet. 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, 2000, was entitled to approximately 94.3% of the Operating Partnership's distributions after distributions by the Operating Partnership to holders of its preferred units. On April 10, 2001, the Company consumated an exchange of properties with Prentiss Properties Acquisition Partners, L.P. ("Prentiss"). The Company acquired from Prentiss 30 properties (29 office and one industrial property referred to below as the "Prentiss Acquisition Properties") containing approximately 1.6 million net rentable square feet and approximately 6.9 acres of developable land for total consideration of approximately $215.2 million. The Company conveyed to Prentiss four office properties located in Northern Virginia that contain an aggregate of approximately 657,000 net rentable square feet, assumed approximately $79.7 million of mortgage debt secured by certain of the Prentiss properties, issued a promissory note for approximately $7.8 million, paid approximately $15.9 million at closing and agreed to make payments totaling approximately $7.0 million (including $5.4 million of payments discounted at 7.5%) over the 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 approximately 452,000 net rentable square feet and received a combination of preferred and common units of limited partnership interest in Prentiss (the "Prentiss Units") having an approximate value of $10.7 million as of the closing. The unaudited pro forma consolidating financial information is presented as if the transactions occurred on December 31, 2000 for balance sheet purposes, and on January 1, 2000 for purposes of the statement of operations. These pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of the Company as of and for the year ended December 31, 2000 and the combined statement of revenue and certain expenses of Prentiss Acquisition Properties for the year ended December 31, 2000. In management's opinion, all adjustments necessary to reflect the effects of the transactions have been made. F-4 The combined statement of revenue and certain expenses of Prentiss Acquisition Properties includes the following properties:
Property Name City Square Footage ------------------------------------ ------------------ -------------------- Pennsylvania: Valleybrooke 100 Malvern 18,400 Valleybrooke 200 Malvern 12,600 Valleybrooke 300 Malvern 33,000 Valleybrooke II Malvern 97,762 Valleybrooke III Malvern 118,121 Southpointe I Berwyn 60,099 Southpointe II Berwyn 60,371 Southpointe III Berwyn 86,000 Southpointe V Berwyn 43,480 100 Arrandale Boulevard Exton 34,931 111 Arrandale Boulevard Exton 10,479 412 Creamery Way Exton 38,098 429 Creamery Way Exton 63,420 436 Creamery Way Exton 72,300 440 Creamery Way Exton 57,218 442 Creamery Way Exton 104,500 457 Creamery Way Exton 36,019 467 Creamery Way Exton 42,000 479 Thomas Jones Way Exton 49,264 470 John Young Way Exton 15,085 481 John Young Way Exton 19,275 Croton Road Office Center King of Prussia 96,909 New Jersey: Centerpointe at East Gate Mount Laurel 44,739 Lake Center II Marlton 40,287 Lake Center IV Marlton 76,359 Woodland Falls I Cherry Hill 60,604 Woodland Falls III Cherry Hill 78,509 Woodland Falls IV Cherry Hill 76,352 Delaware: 111 Pencader Drive Newark 28,653 113 Pencader Drive Newark 24,012
The Company also agreed to purchase a 103,000 square foot building under construction and approximately six acres of related developable land for approximately $5.7 million, plus additional costs related to development. Although the Company expects to acquire this building and land, the acquisition is subject to resolution of a third party's purchase right claim. Accordingly, this property has not been included in the pro forma financial information. F-5 2. ADJUSTMENTS TO PRO FORMA CONDENSED CONSOLIDATING BALANCE SHEET:
Assets Properties Disposed Acquired Total ----------- ---------- -------- Assets: Operating properties $ (110,352) $ 199,273 $ 88,921 (A) Accumulated depreciation 7,950 - 7,950 (A) Construction-in-progress (25) - (25) (A) Cash and cash equivalents - (15,903) (15,903) (A) Accrued rent receivable, net (1,061) - (1,061) (A) Investment in real estate ventures, at equity (11,745) - (11,745) (A) Deferred costs, net (230) - (230) (A) Other assets - 26,623 26,623 (B) -------- $ 94,530 ======== Liabilities: Mortgage notes payable $ - $ 87,521 $ 87,521 (C) Accounts payable and accrued expenses - 7,009 7,009 (D) -------- $ 94,530 ========
(A) Reflects the Company's basis in the properties disposed of, contribution of the Company's interest in a real estate venture, the properties acquired, cash paid at closing and additional closing costs. (B) Reflects the Prentiss units acquired ($10.0 million of preferred units and $650,000 of common units) and a receivable totaling $16.0 million relating to a direct financing lease. (C) Reflects $79.7 million of mortgage debt assumed and a $7.8 million promissory note. (D) Reflects $7.0 million of future cash obligations to Prentiss payable over the three year period subsequent to closing (including the present value of $5.4 million with an imputed interest rate of 7.5%). 3. ADJUSTMENTS TO PRO FORMA CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS: (A) Reflects the historical operations of the four office properties located in Northern Virginia and the Company's interest in a real estate venture. The historical statements include the operating results for the period January 1, 2000 through December 31, 2000. (B) Reflects the historical statements of operations of the Prentiss Acquisition Properties. The historical statements referenced in Item 7(a) include the operating results for the period January 1, 2000 through December 31, 2000. (C) Reflects the pro forma adjustments, detailed below, for the period January 1, 2000 through December 31, 2000. F-6 Depreciation and Other amortization Interest income(i) (ii) expense (iii) ------------------------------------------------------ $ 801 $ 6,375 $ 1,042 (i) Pro forma other income represents dividend income related to the $10,000,000 of Prentiss preferred units (with a stated annual yield of 7.5%) and 26,768 Prentiss common units (based upon the annual dividend of $1.895 per unit paid in 2000). (ii) Pro forma depreciation expense assumes a useful life of 25 years (80% building and 20% land allocation) (iii) Pro forma interest expense represents interest on future cash obligations to Prentiss which includes a $7.8 million promissory note which bears interest at 9.22% and $7.0 million of other payments. (D) The pro forma adjustment to equity in income of management company represents estimated incremental costs incurred for the period from January 1, 2000 through December 31, 2000. F-7 Report of independent public accountants To the Shareholders and Trustees of Brandywine Realty Trust: We have audited the accompanying combined statement of revenue and certain expenses of Prentiss Acquisition Properties described in Note 1, for the year ended December 31, 2000. This financial statement is the responsibility of the Properties' management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit 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 statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion. The combined statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in a Current Report on Form 8-K of Brandywine Realty Trust, as described in Note 1, and is not intended to be a complete presentation of the Properties' revenue and expenses. In our opinion, the financial statement referred to above presents fairly, in all material respects, the combined revenue and certain expenses of Prentiss Acquisition Properties for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN LLP Philadelphia, Pennsylvania January 16, 2001 F-8 Prentiss Acquisition Properties Table of contents Combined statement of revenue and certain expenses (Note 1) For the year ended December 31, 2000................................10 Notes to combined statement of revenue and certain expenses December 31, 2000...................................................11 F-9 Prentiss Acquisition Properties Combined statement of revenue and certain expenses (Note 1) For the year ended December 31, 2000 (in thousands) Revenue: Minimum rents (Notes 2, 3 and 6) $ 23,273 Straight line rents 796 Interest income 1,618 Tenant reimbursements (Note 3) 1,838 Reimbursed electric 1,329 --------- Total revenue 28,854 Certain expenses: Real estate taxes 2,262 Utilities 1,741 Contract services 1,550 Management fees (Note 3) 799 Repairs and maintenance 771 Salaries and benefits (Note 3) 671 Other operating expenses (Note 4) 720 --------- Total certain expenses 8,514 --------- Revenue in excess of certain expenses before interest expense 20,340 Interest expense 5,806 --------- Revenue in excess of certain expenses $ 14,534 ========= F-10 Prentiss Acquisition Properties Notes to combined statement of revenue and certain expenses December 31, 2000 (all dollar amounts in thousands) 1. Basis of presentation: The accompanying combined statement of revenue and certain expenses reflects the operations of Prentiss Acquisition Properties (the Properties), located in the Metro-Philadelphia market, as follows: Pennsylvania Valleybrooke 100 Malvern Valleybrooke 200 Malvern Valleybrooke 300 Malvern Valleybrooke II Malvern Valleybrooke III Malvern Southpointe I Berwyn Southpointe II Berwyn Southpointe III Berwyn Southpointe V Berwyn 100 Arrandale Boulevard Exton 111 Arrandale Boulevard Exton 412 Creamery Way Exton 429 Creamery Way Exton 436 Creamery Way Exton 440 Creamery Way Exton 442 Creamery Way Exton 457 Creamery Way Exton 467 Creamery Way Exton 479 Thomas Jones Way Exton 470 John Young Way Exton 481 John Young Way Exton Croton Road Corporate Center King of Prussia New Jersey Centerpointe at East Gate Mount Laurel Lake Center II Marlton Lake Center IV Marlton Woodland Falls I Cherry Hill Woodland Falls III Cherry Hill Woodland Falls IV Cherry Hill Delaware 111 Pencader Drive Newark 113 Pencader Drive Newark F-11 The Properties are expected to be acquired by Brandywine Realty Trust (the Company) from Prentiss Properties Acquisition Partners, L.P. (Prentiss) in April 2001 for a purchase price of approximately $215 million, including assumed debt of approximately $80 million. This combined statement of revenue and certain expenses is to be included in the Company's Current Report on Form 8-K, as the above described transaction has been deemed significant pursuant to the rules and regulations of the Securities and Exchange Commission. The accounting records of the Properties are maintained on an accrual basis. Adjusting entries have been made to present the accompanying combined financial statement in accordance with accounting principles generally accepted in the United States. The accompanying combined financial statement excludes certain expenses such as depreciation and amortization, professional fees, and other costs not directly related to the future operations of the Properties. The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. The ultimate results could differ from those estimates. 2. Operating leases: Revenue presented for the year ended December 31, 2000 includes straight-line rent adjustments for rental revenue increases in accordance with accounting principles generally accepted in the United States. The Properties are leased to tenants under operating leases with expiration dates extending to the year 2014. Future minimum rentals under noncancelable operating leases, excluding tenant reimbursements of operating expenses as of December 31, 2000 and lease obligations of a tenant under default (Note 7), are as follows: 2001 $ 23,017 2002 20,874 2003 19,114 2004 14,517 2005 9,788 Thereafter 25,254 -------------- $ 112,564 ============== There are no tenants which account for greater than 10 percent of minimum rent. Certain operating leases also include provisions requiring tenants to reimburse the Properties for management costs and other operating expenses up to stipulated amounts. F-12 3. Investment in direct financing lease: The minimum future lease receipts for the direct financing lease as of December 31, 2000 are as follows: 2001 $ 1,587 2002 1,587 2003 1,805 2004 2,111 2005 2,111 Thereafter 16,011 ---------- $ 25,212 ========== The net investment in the direct financing lease at December 31, 2000 is as follows: Minimum future lease receipts $ 25,212 Estimated unguaranteed residual value 8,720 Unearned income (17,959) ---------- Net investment in direct financing leases $ 15,973 ========== 4. Related party transactions: The Properties paid management fees of approximately $799 to Prentiss Properties Management, L.P., an affiliated entity, based on percentages as defined in the management agreement. These management fees and certain directly allocated salaries and benefits are included in operating expenses and the reimbursable portion of such costs are included in tenant reimbursements. The Properties received minimum rents and tenant reimbursements totaling approximately $108 from a related party tenant on a lease that expired in June 2000. Prentiss Properties Limited, Inc. occupies office space in three properties totaling approximately 12,000 square feet. No minimum rents or reimbursements are recorded related to these spaces. 5. Commitments: Certain of the Properties are obligated under ground lease agreements that require minimum annual lease payments. These ground leases extend to the year 2088 and all future minimum lease payments were prepaid at inception which occurred prior to 1990 and accordingly, no expense was recorded in 2000. The Properties have effective control over these individual properties as of December 31, 2000. 6. Debt: As of December 31, 2000, the Properties had $80,207 of mortgage notes payable secured by seventeen individual properties. All of the mortgages notes have fixed rates of interest ranging from 6.8% to 8.7% and mature at various dates from December 2003 through April 2014. The weighted-average interest rate on the mortgage notes payable was 7.2% during 2000. During 2000, the Properties paid interest totaling $5,806. F-13 Aggregate principal payments on mortgage notes payable as of December 31, 2000 are as follows: 2001 $ 1,637 2002 1,761 2003 57,793 2004 804 2005 871 Thereafter 17,341 -------- $ 80,207 ======== 7. Subsequent events: As discussed in Note 1 to this combined financial statement, the Properties are expected to be acquired by the Company from Prentiss in April 2001. A tenant defaulted on a lease in January 2001 and the Properties have pursued certain remedies to accelerate the lease obligations. Such remedies include using the collateral available in a $700 letter of credit to satisfy such obligations. As discussed in Note 2 to this combined financial statement, future minimum rents exclude any amounts related to this tenant. F-14 EX-23.1 2 ex23-1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated January 16, 2001 on the combined statement of revenue and certain expenses of Prentiss Acquisition Properties included in this Form 8-K/A, into the Company's previously filed Registration Statements on Forms S-3 (File No. 333-20999, File No. 333-46647, File No. 333-56237 and File No. 333-69653) and Forms S-8 (File No. 333-14243 and File No. 333-28427). ARTHUR ANDERSEN LLP Philadelphia, Pennsylvania May 14, 2001 F-15 -----END PRIVACY-ENHANCED MESSAGE-----