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): April 20, 2016

Brandywine Realty Trust

Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in charter)

 

 

555 East Lancaster Avenue, Suite 100

Radnor, PA 19087

(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):

 

 

 

 

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Item 2.02Results of Operations and Financial Condition 

The information in this Current Report on Form 8-K is furnished under Item 2.02 - “Results of Operations and Financial Condition.”  Such information, including the exhibits attached hereto, shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

On April 20, 2016, we issued a press release announcing our financial results for the three months ended March 31, 2016.  That press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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

 

Item 9.01Financial Statements and Exhibits

Exhibits

99.1    Brandywine Realty Trust Press Release dated April 20, 2016.

 

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Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized.

 

 

 

 

Date: April 20, 2016

 

 

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Exhibit 99.1

Brandywine Realty Trust Announces $0.31 Adjusted FFO per Diluted Share for the First Quarter 2016

and Increases 2016 Adjusted FFO Guidance Range to $1.26 to $1.32 per Diluted Share

 

 

Radnor, PA, April 20, 2016 — Brandywine Realty Trust (NYSE:BDN) today reported its financial and operating results for the three months ended March 31, 2016.

 

Management Comments

“During the first quarter, we have executed several landmark transactions that transformed our balance sheet, improved our operating platform and provided additional growth opportunities going forward,” stated Gerard H. Sweeney, President and Chief Executive Officer for Brandywine Realty Trust.  “We made excellent progress on our 2016 business plan completing 90% of our $850 million disposition target as we continue reducing or exiting non-core markets. Our remaining portfolio has produced strong operating results. We have increased our speculative revenue target by 12.9% and have completed 76% of our operational business plan.  Leasing at FMC was strong with 85,000 square feet of leases signed during the quarter bringing us to 75% leased. We are also excited about being selected by Drexel University as the Master Developer for Schuylkill Yards, a 14-acre site in the heart of University City that will provide excellent growth for years to come. Based on our strong first quarter results, we are raising our 2016 adjusted FFO guidance from $1.23 to $1.30 per diluted share to $1.26 to $1.32 per diluted share.”

 

First Quarter Highlights

Financial Results

Portfolio Results

2016 Business Plan Revisions

 

 

 

 

 

555 East Lancaster Avenue, Suite 100, Radnor, PA  19087 Phone: (610) 325-5600 • Fax: (610) 325-5622

 

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2016 Transaction Activity

Brandywine received approximately $354.0 million of proceeds.  Brandywine will continue to provide property management, leasing and construction management services for a majority of the portfolio.

2016 Development Activity

2016 Finance / Capital Markets Activity

Results for the Three Months Ended March 31, 2016

FFO available to common shares and units in the first quarter of 2016 totaled ($11.6) million or ($0.07) per basic share versus $58.5 million or $0.32 per diluted share in the first quarter of 2015.  FFO for the first quarter of 2016 includes a $66.6 million, or $0.38 per share charge for the early extinguishment of debt due to our first quarter sale of Cira Square.  Adjusted FFO, excluding the $0.38 per share charge, totaled $55.0 million, or $0.31 per diluted share.  Our first quarter 2016 payout ratio ($0.15 common share distribution / $0.31 adjusted FFO per diluted share) was 48.4%.  

 

 

 

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Net income allocated to common shares totaled $44.1 million or $0.25 per diluted share in the first quarter of 2016 compared to a net income allocated to common shares totaled $6.7 million or $0.04 per diluted share in the first quarter of 2015.

Operating and Leasing Activity

In the first quarter of 2016, our Net Operating Income (NOI) excluding termination revenues and other income items increased 4.6% on a GAAP basis and increased 5.5% on a cash basis for our 109 same store properties, which were 92.3% and 90.0% occupied on March 31, 2016 and March 31, 2015, respectively.

We leased approximately 1,211,000 square feet and commenced occupancy on 448,000 square feet during the first quarter of 2016.  The first quarter occupancy activity includes 159,000 square feet of renewals, 160,000 square feet of new leases and 129,000 square feet of tenant expansions.  We have an additional 207,000 square feet of executed new leasing scheduled to commence subsequent to March 31, 2016.

We achieved a 51.1% tenant retention ratio in our core portfolio with net negative absorption of (117,000) square feet during the first quarter of 2016.  First quarter rental rate growth increased 13.3% as our renewal rental rates increased 5.7% and our new lease/expansion rental rates increased 23.2%, all on a GAAP basis.

At March 31, 2016, our core portfolio of 116 properties comprising 17.0 million square feet was 92.8% occupied and we are now 94.1% leased (reflecting new leases commencing after March 31, 2016).

Distributions

On March 9, 2016, our Board of Trustees declared a quarterly cash dividend of $0.15 per common share, payable on April 18, 2016 to holders of record on April 4, 2016.  Our Board of Trustees also declared a quarterly dividend of $0.43125 for each 6.90% Series E Cumulative Redeemable Preferred Share, payable on April 15, 2016 to holders of record on March 30, 2016.

2016 Earnings and FFO Guidance

Based on current plans and assumptions and subject to the risks and uncertainties more fully described in our Securities and Exchange Commission filings, we are increasing our previously issued adjusted FFO 2016 guidance from $1.23 to $1.30 per diluted share to $1.26 to $1.32 per diluted share.  This guidance is provided for informational purposes and is subject to change.  The following is a reconciliation of the calculation of 2016 FFO and earnings per diluted share:

 

Our 2016 FFO guidance does not include income arising from the sale of undepreciated real estate.  Other key assumptions include:

 

 

 

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About Brandywine Realty Trust

Brandywine Realty Trust (NYSE: BDN) is one of the largest, publicly traded, full-service, integrated real estate companies in the United States with a core focus in the Philadelphia, Washington, D.C., and Austin markets.  Organized as a real estate investment trust (REIT), we own, develop, lease and manage an urban, town center and transit-oriented portfolio comprising 233 properties and 29.6 million square feet as of March 31, 2016.  Our purpose is to shape, connect and inspire the world around us through our expertise, the relationships we foster, the communities in which we live and work, and the history we build together.  Our deep commitment to our communities was recognized by NAIOP naming Brandywine the 2014 Developer of the Year – the highest honor in the commercial real estate industry.  For more information, please visit www.brandywinerealty.com.

Conference Call and Audio Webcast

BDN management will discuss updated earnings guidance for fiscal 2016 on Thursday, April 21, 2016, during the company’s earnings call.  The conference call will begin at 9:00 a.m. Eastern Time and will last approximately one hour.  The conference call can be accessed by dialing 1-800-683-1525 and providing conference ID: 95093018.  Beginning two hours after the conference call, a taped replay of the call can be accessed through Thursday, May 5, 2016, by calling 1-855-859-2056 and entering access code 95093018. The conference call can also be accessed via a webcast on our website at www.brandywinerealty.com.

Looking Ahead - Second Quarter 2016 Conference Call

We anticipate we will release our second quarter 2016 earnings on Wednesday, July 20, 2016, after the market close and will host our second quarter 2016 conference call on Thursday, July 21, 2016 at 9:00 a.m. Eastern Time.  We expect to issue a press release in advance of these events to reconfirm the dates and times and provide all related information.

Forward-Looking Statements

Estimates of future earnings per share, FFO per share, common share dividend distributions 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 our and our affiliates’ actual results, performance, achievements or transactions 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: our 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, equity or other financing; risks of acquisitions, dispositions and developments, including the cost of construction delays and cost overruns; unanticipated operating and capital costs; our 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 our tenants operate. Additional information on factors which could impact us and the forward-looking statements contained herein are included in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2015. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events except as required by law.

 

 

 

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Non-GAAP Supplemental Financial Measures

We compute our financial results in accordance with generally accepted accounting principles (GAAP).  Although FFO and NOI are non-GAAP financial measures, we believe that FFO and NOI calculations are helpful to shareholders and potential investors and are widely recognized measures of real estate investment trust performance.  At the end of this press release, we have provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measure.

Funds from Operations (FFO)

We compute 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 us.  NAREIT defines FFO as net income (loss) before non-controlling interests and excluding gains (losses) on sales of depreciable operating property, impairment losses on depreciable consolidated real estate, impairment losses on investments in unconsolidated real estate ventures and extraordinary items (computed in accordance with GAAP); plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after similar adjustments for unconsolidated joint ventures.  Net income, the GAAP measure that we believe to be most directly comparable to FFO, includes depreciation and amortization expenses, gains or losses on property sales, extraordinary items and non-controlling interests.  To facilitate a clear understanding of our 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 flow from operating activities (determined 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 our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions to shareholders.

Net Operating Income (NOI)

NOI is a non-GAAP financial measure equal to net income available to common shareholders, the most directly comparable GAAP financial measure, plus corporate general and administrative expense, depreciation and amortization, interest expense, non-controlling interests and losses from early extinguishment of debt, less interest income, development and management income, gains from property dispositions, gains on sale from discontinued operations, gains on early extinguishment of debt, income from discontinued operations, income from unconsolidated joint ventures and non-controlling interests.  In some cases, we also present NOI on a cash basis, which is NOI after eliminating the effect of straight-lining of rent and deferred market intangible amortization.  NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently.  NOI should not be considered an alternative to net income as an indication of our performance, or as an alternative to cash flow from operating activities as a measure of our liquidity or ability to make cash distributions to shareholders.

Core Portfolio

Our core portfolio is comprised of our wholly-owned properties, excluding any properties currently in development, re-development or re-entitlement.

 

 

 

 

 

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BRANDYWINE REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

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BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except share and per share data)

 

 

 

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BRANDYWINE REALTY TRUST

FUNDS FROM OPERATIONS

(unaudited, in thousands, except share and per share data)

 

 

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BRANDYWINE REALTY TRUST

SAME STORE OPERATIONS – 1^st QUARTER

(unaudited and in thousands)

 

 

Of the 121 properties owned by the Company as of March 31, 2016, a total of 109 properties ("Same Store Properties") containing an aggregate of 15.8 million net rentable square feet were owned for the entire three-month periods ended March 31, 2016 and 2015. Average occupancy for the Same Store Properties was 91.9% during 2016 and 90.5% during 2015. The following table sets forth revenue and expense information for the Same Store Properties:

 

 

 

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