8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2005

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

MARYLAND	001-9106	23-2413352
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification Number)

401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 19462
(Address of principal executive offices)

(610) 325-5600
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02      Results of Operations and Financial Condition

     Furnished pursuant to Exhibit 99.1 of this Form 8-K is a press release of the Company dated July 21, 2005.

     The press release includes a “non-GAAP financial measure” within the meaning of the Securities and Exchange Commission’s Regulation G. With respect to such non-GAAP financial measure, the Company has disclosed in the press release the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) and has provided a reconciliation of such non-GAAP financial measure to the most directly comparable GAAP financial measure.

Item 9.01      Financial Statements and Exhibits

Exhibits

99.1 Press Release dated July 21, 2005

Signatures

     Pursuant to the requirements of the Securities and 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: July 22, 2005	By:	/s/ Gerard H. Sweeney
		Gerard H. Sweeney
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 21, 2005

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:
Press Contact:		Investor Contact:
	Press Contact: Michael Beckerman Beckerman Public Relations 908-781-6420 michael@beckermanpr.com		Gerard H. Sweeney Christopher P. Marr Brandywine Realty Trust 610-325-5600 info@brandywinerealty.com

Brandywine Realty Trust Announces Second Quarter 2005 Earnings

PLYMOUTH MEETING, PA, July 21, 2005– Brandywine Realty Trust (NYSE:BDN) announced today that diluted earnings per share (EPS) was $0.12 for the second quarter of 2005, a decrease of $0.22 per share as compared to $0.34 for the second quarter of 2004. Net income was $8.9 million for the second quarter, a decrease of $9.3 million, as compared to $18.2 million for the second quarter of 2004.

Diluted EPS was $0.26 for the six-months ended June 30, 2005, a decrease of $0.41 per share, as compared to $0.67 per share for the six months ended June 30, 2004. Net income was $18.3 million for the six months ended June 30, 2005, a decrease of $12.3 million, as compared to $30.6 million for the six months ended June 30, 2004.

The change in net income reflects increased depreciation and amortization expense of $11.1 million and $23.7 million for the three and six-months ended June 30, 2005, respectively. This non-cash increase is largely due to depreciation and amortization related to the 14 assets included in the Company’s acquisition of The Rubenstein Company, L.P.

Funds from operations (FFO) was $35.3 million or $0.61 per share for the second quarter 2005 compared to $32.7 million or $0.67 per share for the second quarter of 2004. FFO for the six months ended June 30, 2005 was $71.5 million or $1.24 per share as compared to $61.3 million or $1.25 per share for the same period of 2004.

FFO represents a non-generally accepted accounting principle (GAAP) financial measure. A table reconciling FFO to net income, the GAAP measure that the Company believes to be most directly comparable, is within the consolidated financial statements included in this release.

Brandywine President and Chief Executive Officer, Gerard H. Sweeney, commented, “We are pleased to report very solid quarterly results in what remains a challenging environment. Our asset quality and market focus have our core portfolio occupancies remaining above 91% and enhance our ability to renew tenants at average rent levels consistent with their existing leases. We continue to be pleased with our results at Cira Centre, now 93% pre-leased, Radnor Financial Center, currently 26% leased and our quarterly tenant retention ratio of 80%. Achieving these levels and continuing our track record of market out-performance is a true testimony to the quality of our tenant service and leasing team.” Mr. Sweeney went on to state, “Our focus continues to be on creating shareholder value by actively managing our existing assets and selectively pursuing development and acquisition opportunities that will enhance our portfolio.”

401 Plymouth Road, Suite 500 • Plymouth Meeting, PA 19462 Phone: (610) 325-5600 • Fax: (610) 325-5622 • www.brandywinerealty.com

Brandywine Realty Trust Summary Portfolio Performance

• FFO payout ratio was 72.2% for the quarter

• Quarterly rental rates on new leases declined 5.3% on a straight-line basis

• Quarterly rental rates on renewals declined 0.8% on a straight-line basis

• Quarterly retention rate was 80.4%

• Portfolio was 91.4% occupied and 92.9% leased as of June 30, 2005

• Leases expired or were terminated for approximately 1,151,000 square feet during the quarter

• Leases were renewed for approximately 925,000 square feet during the quarter

• New leases were signed for approximately 213,000 square feet during the quarter

Distributions

On June 15, 2005, the Board of Trustees declared a regular quarterly dividend distribution of $0.44 per common share that was paid July 15, 2005 to shareholders of record as of July 6, 2005. The Company also declared its dividend for the second quarter of $0.46875 per 7.50% Series C Cumulative Redeemable Preferred Share and $0.46094 per 7.375% Series D Cumulative Redeemable Preferred Share that was paid on July 15, 2005 to holders of record of the Series C and Series D Preferred Shares as of June 30, 2005.

2005 Financial Outlook

The Company’s 2005 financial outlook continues to be predicated upon the following key and variable assumptions:

• The same-store portfolio (which represents approximately 79% of total square footage and 77% of projected 2005 net operating income) to achieve the following percentage changes from 2004 results:

o GAAP rents and reimbursements (not including termination fees) to decline 0.50% to 1.50%

o Net operating income to range from unchanged to a decline of 2.0%

o Average occupancy to range from an increase of 0.50% to a decrease of 0.50%

• The completion of all development projects in accordance with the estimates identified in our supplemental disclosure as of December 31, 2004.

• While targeted acquisitions and dispositions are a component of the Company’s 2005 strategy, there are no acquisitions or dispositions factored into the 2005 financial outlook.

Based on these key assumptions, we have updated our EPS guidance from our April 21, 2005 press release and expect our full year 2005 EPS to be $0.50 to $0.56 and we reiterate our FFO per share guidance of $2.48 to $2.55 per share.

We are introducing third quarter 2005 guidance and expect FFO per share to be $0.60 to $0.61 and EPS to be $0.10 to $0.11. These estimates may be positively or negatively impacted primarily by the timing and terms of property leases, actual operating expenses and interest rates as compared to our forecast.

Forward-Looking Statements

Estimates of future earnings per share and FFO per share and certain other statements in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act 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 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, competition with other real estate companies for tenants, the potential loss or bankruptcy of major tenants, interest rate levels, the availability of debt and equity financing, competition for real estate acquisitions and risks of acquisitions, dispositions and developments, including the cost of construction delays and cost overruns, unanticipated operating and capital costs, the Company’s ability to obtain adequate insurance, including coverage for terrorist acts, dependence upon certain geographic markets, and general and local economic and real estate conditions, including the extent and duration of adverse changes that affect the industries in which the Company’s tenants compete.

Additional information on 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, including the Company’s Annual Report for the year ended December 31, 2004. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Non-GAAP Supplemental Financial Measures

Funds from Operations (FFO)

FFO is a widely recognized measure of 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), 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 unit holders (preferred and common) and excluding gains (losses) on sales of depreciable operating property and extraordinary items (computed in accordance with 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.

Cash Available for Distribution (CAD)

Cash available for distribution, CAD, is a non-GAAP financial measure that is not intended to represent cash flow for the period and is not indicative of cash flow provided by operating activities as determined under GAAP. CAD is presented solely as a supplemental disclosure with respect to liquidity because the Company believes it provides useful information regarding the Company’s ability to fund its dividends. Because all companies do not calculate CAD the same way, the presentation of CAD may not be comparable to similarly titled measures of other companies.

Second Quarter Earnings Call and Supplemental Information Package

Brandywine President and CEO, Gerard H. Sweeney, will be hosting a conference call on Friday, July 22, 2005 at 11:00 a.m. Eastern Time. Call 1-888-889-5602. After the conference, a taped replay of the call can be accessed 24 hours a day through Friday, August 5, 2005 by calling 1-877-519-4471 – access code 6234812. In addition, the conference call can be accessed via a webcast located on the Company’s website at www.brandywinerealty.com.

The Company has prepared a Supplemental Information package that includes financial results and operational statistics to support the announcement of second quarter earnings. The Supplemental Information package is available through the Company’s website at www.brandywinerealty.com.

The Supplemental Information package can be found in the “Investor Relations – Financial Reports” section of the web page.

About Brandywine Realty Trust

Brandywine Realty Trust, with headquarters in Plymouth Meeting, PA and regional offices in Mt. Laurel, NJ, Philadelphia, PA 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 296 office and industrial properties, aggregating 24.2 million square feet.

For more information, visit Brandywine’s website at www.brandywinerealty.com.

# # #

Note: Certain statements in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act 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, 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.

# # #

BRANDYWINE REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)

		June 30,			December 31,
		2005			2004
ASSETS
Real estate investments:
Operating properties	$	2,515,399		$	2,483,134
Accumulated depreciation		(356,416	)		(325,802	)
		2,158,983			2,157,332
Construction-in-progress		213,246			145,016
Land held for development		85,708			61,517
		2,457,937			2,363,865
Cash and cash equivalents		9,321			15,346
Escrowed cash		18,090			17,980
Accounts receivable, net		8,736			11,999
Accrued rent receivable, net		38,687			32,641
Investment in marketable securities		661			423
Investment in real estate ventures		13,308			12,754
Deferred costs, net		34,447			34,449
Intangible assets, net		85,634			101,056
Other assets		39,088			43,471
Total assets	$	2,705,909		$	2,633,984
LIABILITIES AND BENEFICIARIES' EQUITY
Mortgage notes payable	$	508,189		$	518,234
Borrowings under credit facilities		265,000			152,000
Unsecured senior notes, net of discounts		636,534			636,435
Accounts payable and accrued expenses		43,877			49,242
Distributions payable		27,583			27,363
Tenant security deposits and deferred rents		18,417			20,046
Acquired lease intangibles, net		36,520			39,271
Other liabilities		3,825			1,525
Total liabilities		1,539,945			1,444,116
Minority interest		41,336			42,866
Beneficiaries' equity:
Preferred shares – Series C		20			20
Preferred shares – Series D		23			23
Common shares		558			553
Additional paid-in capital		1,358,758			1,346,651
Cumulative earnings		388,859			370,515
Accumulated other comprehensive loss		(2,666	)		(3,130	)
Cumulative distributions		(620,924	)		(567,630	)
Total beneficiaries' equity		1,124,628			1,147,002
		1,165,964			1,189,868
Total liabilities and beneficiaries' equity	$	2,705,909		$	2,633,984

BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share data)

		Three Months Ended						Six Months Ended
		June 30,			June 30,			June 30,			June 30,
		2005			2004			2005			2004
Revenue
Rents	$	81,788		$	64,316		$	163,016		$	127,996
Tenant reimbursements		11,078			8,058			23,160			16,051
Other		2,377			3,840			7,991			5,366
Total revenue		95,243			76,214			194,167			149,413
Operating Expenses
Property operating expenses		27,801			20,054			57,680			42,204
Real estate taxes		9,683			6,846			19,340			13,727
Depreciation and amortization		27,948			16,829			56,383			32,633
Administrative expenses		4,378			3,954			9,130			7,443
Total operating expenses		69,810			47,683			142,533			96,007
Operating income		25,433			28,531			51,634			53,406
Other income (expense)
Interest income		687			541			1,467			1,052
Interest expense		(17,807	)		(11,948	)		(35,604	)		(24,052	)
Equity in income of real estate ventures		993			674			1,551			908
Net gain on sale of interests in real estate		—			1,148			—			1,148
Income before minority interest		9,306			18,946			19,048			32,462
Minority interest attributable to continuing operations		(376	)		(624	)		(703	)		(1,885	)
Income from continuing operations		8,930			18,322			18,345			30,577
Discontinued operations:
(Loss) income from discontinued operations		—			(213	)		—			(214	)
Net gain on disposition of discontinued operations		—			45			—			249
Minority interest		—			6			—			(2	)
		—			(162)			—			33
Net income		8,930			18,160			18,345			30,610
Income allocated to Preferred Shares		(1,998	)		(2,677	)		(3,996	)		(4,695	)
Preferred Share redemption gain (charge)		—			—			—			4,500
Income allocated to Common Shares	$	6,932		$	15,483		$	14,349		$	30,415
PER SHARE DATA
Basic income per Common Share	$	0.12		$	0.34		$	0.26		$	0.68
Basic weighted-average shares outstanding		55,681,668			45,665,274			55,562,384			44,876,459
Diluted income per Common Share	$	0.12		$	0.34		$	0.26		$	0.67
Diluted weighted-average shares outstanding		55,844,239			45,811,946			55,786,070			45,096,735

BRANDYWINE REALTY TRUST
FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION
(unaudited, in thousands, except share and per share data)

		Three Months Ended						Six Months Ended
		6/30/05			6/30/04			6/30/05			6/30/04
Reconciliation of Net Income to Funds from Operations (FFO):
Net income	$	8,930		$	18,160		$	18,345		$	30,610
Add (deduct):
Minority interest attributable to continuing operations		376			624			703			1,885
Net gains on sale of interests in real estate		—			(1,148	)		—			(1,148	)
Minority interest attributable to discontinued operations		—			(6	)		—			2
Net gains on disposition of discontinued operations		—			(45	)		—			(249	)
Income before net gains on sale of interests in real estate and minority interest		9,306			17,585			19,048			31,100
Add:
Depreciation:
Real property		19,981			14,314			40,905			27,651
Real estate ventures		576			494			930			1,243
Amortization of leasing costs		7,419			2,342			14,651			4,643
Perpetual Preferred Share distributions		(1,998	)		(1,998	)		(3,996	)		(3,336	)
Preferred Share redemption gain (charge)		—			—			—			4,500
Funds from operations (FFO)	$	35,284		$	32,737		$	71,538		$	65,801
FFO, excluding non-recurring items (1)	$	35,284		$	32,737		$	71,538		$	61,301
FFO per share – fully diluted	$	0.61		$	0.67		$	1.24		$	1.35
FFO per share – fully diluted, excluding non-recurring items (1)	$	0.61		$	0.67		$	1.24		$	1.25
Weighted-average shares/units outstanding – fully diluted		57,897,198			48,874,021			57,843,068			48,854,797
EPS – diluted	$	0.12		$	0.34		$	0.26		$	0.67
Weighted-average shares outstanding – fully diluted		55,844,239			45,811,946			55,786,070			45,096,735
Dividend per Common Share	$	0.44		$	0.44		$	0.88		$	0.88
Payout ratio of FFO (Dividend per Common Share divided by FFO per Common Share)		72.2	%		65.7	%		71.2	%		65.3	%
Payout ratio of FFO, excluding non recurring items (1)		72.2	%		65.7	%		71.2	%		70.1	%
CASH AVAILABLE FOR DISTRIBUTION (CAD):
FFO, excluding non-recurring items (1)	$	35,284		$	32,737		$	71,538		$	61,301
Add (deduct):
Rental income from straight-line rents		(3,225	)		(913	)		(6,500	)		(2,838	)
Deferred market rental income		(283	)		93			(788	)		117
Amortization:
Deferred financing costs		487			549			968			1,032
Deferred compensation costs		696			574			1,387			1,127
Second generation capital expenditures (2):
Building and tenant improvements		(9,108	)		(8,186	)		(15,745	)		(14,871	)
Lease commissions		(1,076	)		(979	)		(1,992	)		(1,863	)
Cash available for distribution	$	22,775		$	23,875		$	48,868		$	44,005
Weighted-average shares/units outstanding – fully diluted		57,897,198			48,874,021			57,843,068			48,854,797
Dividend per Common Share	$	0.44		$	0.44		$	0.88		$	0.88
Cash flows from:
Operating activities	$	36,110		$	40,816		$	62,731		$	73,884
Investing activities		(77,690	)		(13,003	)		(126,563	)		(31,645	)
Financing activities		35,428			(24,825	)		57,807			(40,246	)

 (1) Represents FFO excluding a gain of $4.5 million related to the Series B Preferred Unit redemption in February 2004.

 (2) Represents expenditures incurred during the period (regardless if lease commencement is after quarter end).Excludes first generation costs, which consist of capital expenditures, tenant improvements and leasing commissions associated with development and purchase price adjustments relating to acquisitions (including seller escrows, purchase price reduction or costs anticipated to initially lease-up acquired properties).

BRANDYWINE REALTY TRUST
SAME STORE OPERATIONS – QUARTER
(unaudited and in thousands)

Of the 248 Properties owned by the Company as of June 30, 2005, a total of 226 Properties (“Same Store Properties”) containing an aggregate of 15.0 million net rentable square feet were owned for the entire three-month periods ended June 30, 2005 and 2004. Average occupancy for the Same Store Properties was 92.3% during 2005 and 90.9% during 2004.The following table

sets forth revenue and expense information for the Same Store Properties:

		Quarter Ended June 30,
		2005			2004
Revenue
Rents (a)	$	62,091		$	61,946
Tenant reimbursements		7,596			7,816
Other (b)		916			1,260
		70,603			71,022
Operating expenses
Property operating expenses		22,360			21,321
Real estate taxes		6,969			6,629
		29,329			27,950
Net operating income	$	41,274		$	43,072
(a) Includes straight-line rental income of $1,720 for 2005 and $840 for 2004
(b) Includes net termination fee income of $626 for 2005 and $989 for 2004
The following table is a reconciliation of Net Income to Same Store net operating income:
	Quarter Ended June 30,
		2005			2004
Net Income	$	8,930		$	18,160
Add/(deduct):
Interest income		(687	)		(541	)
Interest expense		17,807			11,948
Administrative expenses		4,378			3,954
Equity in income of real estate ventures		(993	)		(674	)
Depreciation and amortization – continuing operations		27,948			16,829
Depreciation and amortization – discontinued operations		—			77
Net gain on sale of interests in real estate – continued operations		—			(1,148	)
Net gain on sale of interests in real estate – discontinued operations		—			(45	)
Minority interest attributable to continuing operations		376			624
Minority interest attributable to discontinued operations		—			(6	)
Consolidated net operating income		57,759			49,178
Less: Net operating income of non same store properties		(13,026	)		(1,146	)
Less: Eliminations and non-property specific net operating income		(3,459	)		(4,960	)
Same Store net operating income	$	41,274		$	43,072