MARYLAND (Brandywine Realty Trust) | 001-9106 | 23-2413352 |
DELAWARE (Brandywine Operating Partnership, L.P.) | 000-24407 | 23-2862640 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission file number) | (I.R.S. Employer Identification Number) |
99.1 | Brandywine Realty Trust Press Release dated April 30, 2014. |
Company / Investor Contact: Marge Boccuti Manager, Investor Relations 610-832-7702 marge.boccuti@bdnreit.com |
▪ | Funds from Operations available to common shares and units (FFO) in the first quarter of 2014 totaled $53.6 million or $0.34 per diluted share versus $51.7 million or $0.35 per diluted share in the first quarter of 2013. FFO for the first quarter 2014 was impacted by (i) G&A expense includes $0.6 million due to employee severance costs, (ii) $1.2 million gain on the sale of a vacant land parcel, (iii) $0.8 million of unrecovered weather-related costs, and (iv) $0.1 million of transaction costs included within G&A expense associated with the acquisition of a land development project in Austin, Texas. |
▪ | Net loss allocated to common shares totaled $4.0 million or $0.03 per diluted share in the first quarter of 2014 compared to a net income of $2.1 million or $0.01 per diluted share in the first quarter of 2013. |
▪ | In the first quarter of 2014, we incurred $14.7 million of revenue maintaining capital expenditures which along with other adjustments to FFO, resulted in $34.5 million or $0.22 per diluted share of Cash Available for Distribution (CAD) versus $33.1 million or $0.23 per diluted share in the first quarter of 2013 when we incurred $13.3 million of revenue maintaining capital expenditures. Our first quarter 2014 CAD payout ratio was 68.2% ($0.15 common share distribution / $0.22 CAD per diluted share). |
▪ | In the first quarter of 2014, our Net Operating Income (NOI) excluding termination revenues and other income items increased 1.6% on a GAAP basis and 4.0% on a cash basis for our 196 same store properties, which were 89.3% and 87.8% occupied on March 31, 2014 and March 31, 2013, respectively. |
▪ | During the first quarter of 2014, we leased over 1.0 million square feet and commenced occupancy on 838,000 square feet. The first quarter occupancy activity includes 336,000 square feet of renewals, 337,000 square feet of new leases and 165,000 square feet of tenant expansions. We have an additional 458,000 square feet of executed new leasing scheduled to commence subsequent to March 31, 2014. |
▪ | During the first quarter of 2014, we achieved a 56.3% tenant retention ratio in our core portfolio with negative net absorption of 52,000 square feet. First quarter rental rate growth was 6.7% as our renewal rental rates increased 0.1% and our new lease/expansion rental rates increased 18.1%, both on a GAAP basis. |
▪ | At March 31, 2014, our core portfolio of 200 properties comprising 24.0 million square feet was 89.2% occupied and we are now 91.2% leased (reflecting new leases commencing after March 31, 2014). |
▪ | During the quarter, we acquired a 54 acre development site in the southwest submarket in Austin, Texas known as Encino Trace for $14.0 million. The site is fully entitled and permitted to develop two 4-story office buildings totaling 320,000 rentable square feet and a 1,375 space parking deck. One building, totaling 159,000 square feet, is 75% pre-leased to an anchor tenant and we commenced development during the first quarter 2014. We anticipate this building will be completed during the second quarter of 2015 and, upon completion, will be contributed to our existing Austin Joint Venture (the “Venture”) with DRA Advisors, LLC (“DRA”) at a cost of $43.6 million with $14.6 million funded as of March 31, 2014. We anticipate funding the remaining development costs, totaling $29.0 million from available corporate funds resulting in an 8.0% yield on cost. The commencement date to develop the second building has not yet been determined. |
▪ | On April 3, 2014, we contributed two, Class A office buildings totaling 193,000 of net rentable square feet known as four Points Centre in Austin, Texas to our existing Venture with DRA. The contribution fair value of the properties total $41.5 million which equaled the acquisition price we paid in December 2013. In order for the Venture to purchase the properties DRA contributed $5.9 million to the Venture, the Venture borrowed $29.0 million and we received a cash distribution of $34.4 million. The secured loan bears interest at a fixed rate of 4.50% and matures on April 6, 2019. |
▪ | During the first quarter 2014, we sold a 17 acre vacant land parcel located in Austin, Texas for $3.5 million resulting in a $1.2 million gain on sale. |
▪ | As previously announced, we are underway with the development of FMC Tower at Cira Centre South, a trophy class, mixed-use office tower designed by the architectural firms of Pelli Clark Pelli and Bower Lewis Thrower to be located at the southern end of our Cira Centre complex in University City. Upon completion, FMC Tower at Cira Centre South will approximate 870,000 rentable square feet comprising 635,000 square feet of office space, 4,000 square feet of retail space and 268 luxury apartment suites, of which up to 100 units will be fully furnished with concierge services and the balance to be market rate rental apartments. Given the increased size of the project, our total anticipated investment is $385 million including all costs to complete the furnished residential units. Brandywine has executed a 16-year lease with FMC for 280,000 square feet including their recent expansion and a 20-year lease with the University of Pennsylvania for 100,000 square feet, resulting in total office pre-leasing of 60%. Groundbreaking will occur in the second quarter of 2014 with completion scheduled for June 2016. Initial funding of the development will be from available corporate funds with a review underway of other institutional debt and/or equity sources. |
▪ | We are continuing the $158.5 million development of evo at Cira Centre South, a 33-story, 850-bed student housing tower in the University City submarket of Philadelphia, Pennsylvania, which we are developing in a 30/30/40 joint venture with Campus Crest Communities, Inc. (30%) and Harrison Street Real Estate Capital (40%), with completion expected in the third quarter of 2014. The partners have fulfilled their $60.7 million equity contributions and funding through the $97.8 million construction loan is underway with $23.8 million advanced as of March 31, 2014. |
▪ | As part of our Cira South master plan, we are developing a one-acre elevated park known as Cira Green creating a roof on the Cira South Garage directly between the FMC Tower at Cira Centre South and evo properties at Cira Centre South. Cira Green will be completed in the third quarter of 2014, and extends the recreational green belt created by the Schuylkill River Trail and Penn Park and will be an outstanding amenity for the entire University City neighborhood. We will fund the $11.3 million cost of Cira Green from available corporate funds and $1.5 million has been funded as of March 31, 2014. |
▪ | As previously announced, we and an affiliate of The Shooshan Company have entered into a 50/50 joint venture to build 4040 Wilson Boulevard, a 426,900 square foot office building representing the final phase of the eight-building, mixed-use, Liberty Center complex developed by Shooshan in the Ballston submarket of Arlington, Virginia. Shooshan contributed its land parcel to the venture, and we will contribute up to $36.0 million of which $14.3 million has been funded as of March 31, 2014. The joint venture partners have agreed to commence construction of the 544-space garage during 2014. The garage will cost approximately $21.0 million. Groundbreaking of the building will occur upon reaching certain pre-leasing levels, at which point the joint venture expects to seek third-party construction financing. |
▪ | We are continuing the $77.0 million development of The Parc at Plymouth Meeting, a 398-unit multi-family project in Plymouth Meeting, Pennsylvania, in a 50/50 joint venture with Toll Brothers which we expect to complete by the end of 2015. The partners fully funded $31.0 million of initial project equity with our share fully satisfied by our contribution of the underlying land parcel. The remaining construction costs are being funded from a $56.0 million construction facility whose closing in December 2013 resulted in a $3.0 million return of capital to each partner. As of March 31, 2014, $22.4 million had been spent on the development of which $0.9 million has been funded by draws on the construction loan. |
▪ | We are continuing the $19.9 million redevelopment of 660 West Germantown Pike, a 154,000 square foot office building located in Plymouth Meeting, Pennsylvania, that we acquired vacant in the first quarter of 2012 for $9.1 million. We will fund the remaining $1.6 million of costs from available corporate funds as we complete the lease-up of this property by year-end 2014. As of March 31, 2014, 660 West Germantown Pike was 94% leased. |
▪ | We are continuing the $7.4 million development of 200 Radnor Chester Road, an 18,000 square foot restaurant and retail center adjoining our Radnor, Pennsylvania office properties. We will fund the remaining $0.6 million of costs from available corporate funds in anticipation of the second quarter 2014 stabilization date. The development of 200 Radnor Chester Road is currently 100% pre-leased. |
▪ | At March 31, 2014, our net debt to gross assets measured 42.6%, reflecting the fact that we had no outstanding balance on our $600.0 million unsecured revolving credit facility and $236.3 million of cash and cash equivalents on hand. |
▪ | For the quarter ended March 31, 2014, we had a 2.7 EBITDA to interest coverage ratio and a 7.1 ratio of net debt to annualized quarterly consolidated EBITDA. |
Guidance for 2014 | Range or Value | ||
Earnings per diluted share allocated to common shareholders | $0.04 | to | $0.08 |
Plus: real estate depreciation and amortization | 1.38 | 1.40 | |
FFO per diluted share | $1.42 | to | $1.48 |
• | Occupancy improving to a range of 91 - 92% by year-end 2014 with 93 - 94% leased; |
• | 6.0% - 8.0% GAAP increase in overall lease rates with a resulting 3.0% - 5.0% increase in 2014 same store GAAP NOI; |
• | No capital markets or acquisition activity and no share issuance under our ATM program; |
• | $150.0 million of aggregate sales activity at an 8.5% capitalization rate weighted to the second half of 2014; and |
• | FFO per diluted share based on 160.2 million fully diluted weighted average common shares. |
BRANDYWINE REALTY TRUST | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
(in thousands) | ||||||||
March 31 | December 31 | |||||||
2014 | 2013 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Real estate investments: | ||||||||
Operating properties | $ | 4,701,289 | $ | 4,669,289 | ||||
Accumulated depreciation | (1,019,306 | ) | (983,808 | ) | ||||
Operating properties, net | 3,681,983 | 3,685,481 | ||||||
Construction-in-progress | 90,140 | 74,174 | ||||||
Land inventory | 96,427 | 93,351 | ||||||
Real estate investments, net | 3,868,550 | 3,853,006 | ||||||
Cash and cash equivalents | 236,291 | 263,207 | ||||||
Accounts receivable, net | 23,123 | 17,389 | ||||||
Accrued rent receivable, net | 128,331 | 126,295 | ||||||
Investment in real estate ventures, at equity | 180,237 | 180,512 | ||||||
Deferred costs, net | 123,216 | 122,954 | ||||||
Intangible assets, net | 125,162 | 132,329 | ||||||
Other assets | 75,138 | 69,403 | ||||||
Total assets | $ | 4,760,048 | $ | 4,765,095 | ||||
LIABILITIES AND EQUITY | ||||||||
Mortgage notes payable, including premiums | $ | 666,305 | $ | 670,151 | ||||
Unsecured term loans | 450,000 | 450,000 | ||||||
Unsecured senior notes, net of discounts | 1,475,501 | 1,475,230 | ||||||
Accounts payable and accrued expenses | 106,963 | 83,693 | ||||||
Distributions payable | 25,604 | 25,584 | ||||||
Deferred income, gains and rent | 72,937 | 71,635 | ||||||
Acquired lease intangibles, net | 32,229 | 34,444 | ||||||
Other liabilities | 35,357 | 32,923 | ||||||
Total liabilities | 2,864,896 | 2,843,660 | ||||||
Brandywine Realty Trust's equity: | ||||||||
Preferred shares - Series E | 40 | 40 | ||||||
Common shares | 1,567 | 1,566 | ||||||
Additional paid-in capital | 2,974,094 | 2,971,596 | ||||||
Deferred compensation payable in common stock | 6,267 | 5,407 | ||||||
Common shares held in grantor trust | (6,267 | ) | (5,407 | ) | ||||
Cumulative earnings | 520,322 | 522,528 | ||||||
Accumulated other comprehensive loss | (3,905 | ) | (2,995 | ) | ||||
Cumulative distributions | (1,617,878 | ) | (1,592,515 | ) | ||||
Total Brandywine Realty Trust's equity | 1,874,240 | 1,900,220 | ||||||
Non-controlling interests | 20,912 | 21,215 | ||||||
Total equity | 1,895,152 | 1,921,435 | ||||||
Total liabilities and equity | $ | 4,760,048 | $ | 4,765,095 |
BRANDYWINE REALTY TRUST | ||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
(unaudited, in thousands, except share and per share data) | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Revenue | ||||||||
Rents | $ | 121,671 | $ | 114,608 | ||||
Tenant reimbursements | 23,460 | 20,341 | ||||||
Termination fees | 2,203 | 496 | ||||||
Third party management fees, labor reimbursement and leasing | 4,150 | 3,236 | ||||||
Other | 630 | 873 | ||||||
Total revenue | 152,114 | 139,554 | ||||||
Operating Expenses | ||||||||
Property operating expenses | 46,801 | 39,349 | ||||||
Real estate taxes | 13,457 | 14,295 | ||||||
Third party management expenses | 1,716 | 1,425 | ||||||
Depreciation and amortization | 52,570 | 49,476 | ||||||
General & administrative expenses | 8,181 | 6,551 | ||||||
Total operating expenses | 122,725 | 111,096 | ||||||
Operating income | 29,389 | 28,458 | ||||||
Other income (expense) | ||||||||
Interest income | 385 | 58 | ||||||
Interest expense | (31,844 | ) | (30,914 | ) | ||||
Deferred financing costs | (1,189 | ) | (1,161 | ) | ||||
Interest expense - financing obligation | (272 | ) | (218 | ) | ||||
Equity in income of real estate ventures | 242 | 1,535 | ||||||
Net loss on real estate venture transactions | (135 | ) | — | |||||
Net gain on sale of undepreciated real estate | 1,187 | — | ||||||
Loss on early extinguishment of debt | — | (3 | ) | |||||
Loss from continuing operations | (2,237 | ) | (2,245 | ) | ||||
Discontinued operations: | ||||||||
Income (loss) from discontinued operations | (8 | ) | 860 | |||||
Net gain on disposition of discontinued operations | — | 5,304 | ||||||
Total discontinued operations | (8 | ) | 6,164 | |||||
Net income (loss) | (2,245 | ) | 3,919 | |||||
Net income from discontinued operations attributable to non-controlling interests - LP units | — | (78 | ) | |||||
Net income attributable to non-controlling interests - partners' share of consolidated real esate ventures | (12 | ) | — | |||||
Net loss from continuing operations attributable to non-controlling interests - LP units | 44 | 50 | ||||||
Net (income) loss attributable to non-controlling interests | 32 | (28 | ) | |||||
Net income (loss) attributable to Brandywine Realty Trust | (2,213 | ) | 3,891 | |||||
Preferred share distributions | (1,725 | ) | (1,725 | ) | ||||
Nonforfeitable dividends allocated to unvested restricted shareholders | (103 | ) | (108 | ) | ||||
Net income (loss) attributable to common shareholders | $ | (4,041 | ) | $ | 2,058 | |||
PER SHARE DATA | ||||||||
Basic income (loss) per common share | $ | (0.03 | ) | $ | 0.01 | |||
Basic weighted-average shares outstanding | 156,794,019 | 143,605,659 | ||||||
Diluted income (loss) per common share | $ | (0.03 | ) | $ | 0.01 | |||
Diluted weighted-average shares outstanding | 156,794,019 | 143,605,659 |
BRANDYWINE REALTY TRUST | ||||||||
FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION | ||||||||
(unaudited, in thousands, except share and per share data) | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Reconciliation of Net Income to Funds from Operations: | ||||||||
Net income (loss) attributable to common shareholders | $ | (4,041 | ) | $ | 2,058 | |||
Add (deduct): | ||||||||
Net loss attributable to non-controlling interests - LP units | (44 | ) | (50 | ) | ||||
Nonforfeitable dividends allocated to unvested restricted shareholders | 103 | 108 | ||||||
Net loss on real estate venture transactions | 135 | — | ||||||
Net income from disc ops attributable to non-controlling interests - LP units | — | 78 | ||||||
Net gain on disposition of discontinued operations | — | (5,304 | ) | |||||
Depreciation and amortization: | ||||||||
Real property - continuing operations | 40,677 | 40,033 | ||||||
Leasing costs including acquired intangibles - continuing operations | 11,859 | 9,407 | ||||||
Real property - discontinued operations | — | 1,507 | ||||||
Leasing costs including acquired intangibles - discontinued operations | — | 1 | ||||||
Company's share of unconsolidated real estate ventures | 5,208 | 4,149 | ||||||
Partners' share of consolidated joint ventures | (49 | ) | — | |||||
Funds from operations | $ | 53,848 | $ | 51,987 | ||||
Funds from operations allocable to unvested restricted shareholders | (235 | ) | (259 | ) | ||||
Funds from operations available to common share and unit holders (FFO) | $ | 53,613 | $ | 51,728 | ||||
FFO per share - fully diluted | $ | 0.34 | $ | 0.35 | ||||
Weighted-average shares/units outstanding - fully diluted | 159,927,926 | 146,446,730 | ||||||
Distributions paid per common share | $ | 0.15 | $ | 0.15 | ||||
Payout ratio of FFO (Distributions paid per common share/ FFO per diluted share) | 44.1% | 42.9% | ||||||
CASH AVAILABLE FOR DISTRIBUTION (CAD): | ||||||||
Funds from operations available to common share and unit holders | $ | 53,613 | $ | 51,728 | ||||
Add (deduct): | ||||||||
Rental income from straight-line rent, including discontinued operations | (3,592 | ) | (5,516 | ) | ||||
Financing Obligation - 3141 Fairview Drive | (227 | ) | (150 | ) | ||||
Deferred market rental income, including discontinued operations | (1,944 | ) | (1,795 | ) | ||||
Company's share of unconsolidated real estate ventures' straight-line and deferred market rent | (710 | ) | (388 | ) | ||||
Straight-line ground rent and deferred market ground rent expense activity | 22 | 498 | ||||||
Stock-based compensation costs | 2,410 | 1,851 | ||||||
Fair market value amortization - mortgage notes payable | (433 | ) | 91 | |||||
Losses from early extinguishment of debt | — | 3 | ||||||
Acquisition-related costs | 103 | 11 | ||||||
Sub-total certain items | (4,371 | ) | (5,395 | ) | ||||
Less: Revenue maintaining capital expenditures: | ||||||||
Building improvements | (262 | ) | (854 | ) | ||||
Tenant improvements | (12,174 | ) | (6,628 | ) | ||||
Lease commissions | (2,259 | ) | (5,778 | ) | ||||
Total revenue maintaining capital expenditures | (14,695 | ) | (13,260 | ) | ||||
Cash available for distribution | $ | 34,547 | $ | 33,073 | ||||
CAD per share - fully diluted | $ | 0.22 | $ | 0.23 | ||||
Weighted-average shares/units outstanding - fully diluted | 159,927,926 | 146,446,730 | ||||||
Distributions paid per common share | $ | 0.15 | $ | 0.15 | ||||
CAD payout ratio (Distributions paid per common share / CAD per diluted share) | 68.2% | 65.2% |
BRANDYWINE REALTY TRUST | ||||||||
SAME STORE OPERATIONS - 1ST QUARTER | ||||||||
(unaudited and in thousands) | ||||||||
Of the 205 properties owned by the Company as of March 31, 2014, a total of 196 properties ("Same Store Properties") containing an aggregate of 21.8 million net rentable square feet were owned for the entire three-month periods ended March 31, 2014 and 2013. Average occupancy for the Same Store Properties was 88.9% during 2014 and 87.7% during 2013. The following table sets forth revenue and expense information for the Same Store Properties: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Revenue | ||||||||
Rents | $ | 108,758 | $ | 106,752 | ||||
Tenant reimbursements | 18,493 | 16,125 | ||||||
Termination fees | 2,203 | 496 | ||||||
Other | 379 | 621 | ||||||
Total revenue | 129,833 | 123,994 | ||||||
Operating expenses | ||||||||
Property operating expenses | 41,695 | 37,966 | ||||||
Real estate taxes | 11,317 | 11,821 | ||||||
Net operating income | $ | 76,821 | $ | 74,207 | ||||
Net operating income - percentage change over prior year | 3.5 | % | ||||||
Net operating income, excluding termination fees & other | $ | 74,239 | $ | 73,090 | ||||
Net operating income, excluding termination fees & other - percentage change over prior year | 1.6 | % | ||||||
Net operating income | $ | 76,821 | $ | 74,207 | ||||
Straight line rents | (2,640 | ) | (4,657 | ) | ||||
Above/below market rent amortization | (1,427 | ) | (1,436 | ) | ||||
Non-cash ground rent | 22 | 498 | ||||||
Cash - Net operating income | $ | 72,776 | $ | 68,612 | ||||
Cash - Net operating income - percentage change over prior year | 6.1 | % | ||||||
Cash - Net operating income, excluding termination fees & other | $ | 70,194 | $ | 67,495 | ||||
Cash - Net operating income, excluding termination fees & other - percentage change over prior year | 4.0 | % | ||||||
The following table is a reconciliation of Net Income to Same Store net operating income: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Net income (loss): | $ | (2,245 | ) | $ | 3,919 | |||
Add/(deduct): | ||||||||
Interest income | (385 | ) | (58 | ) | ||||
Interest expense | 31,844 | 30,914 | ||||||
Deferred financing costs | 1,189 | 1,161 | ||||||
Interest expense - financing obligation | 272 | 218 | ||||||
Equity in income of real estate ventures | (242 | ) | (1,535 | ) | ||||
Net loss on real estate venture transactions | 135 | — | ||||||
Net gain on sale of undepreciated real estate | (1,187 | ) | — | |||||
Loss on early extinguishment of debt | — | 3 | ||||||
Depreciation and amortization | 52,570 | 49,476 | ||||||
General & administrative expenses | 8,181 | 6,551 | ||||||
Total discontinued operations | 8 | (6,164 | ) | |||||
Consolidated net operating income | 90,140 | 84,485 | ||||||
Less: Net operating income of non same store properties | (10,072 | ) | (1,685 | ) | ||||
Less: Eliminations and non-property specific net operating income | (3,247 | ) | (8,593 | ) | ||||
Same Store net operating income | $ | 76,821 | $ | 74,207 |