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, 2017

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):

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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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, 2017, we issued a press release announcing our financial results for the three months ended March 31, 2017.  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, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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, 2017

 

 

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Exhibit 99.1

 

 

Brandywine Realty Trust Announces First Quarter 2017 Results

and Adjusts 2017 Guidance

 

 

Radnor, PA, April 19, 2017 — Brandywine Realty Trust (NYSE:BDN) today reported its financial and operating results for the three months ended March 31, 2017.

Management Comments

“We started the year with a very solid first quarter and we are very much on track to meet our 2017 business plan objectives,” stated Gerard H. Sweeney, President and Chief Executive Officer for Brandywine Realty Trust. “We made excellent progress and are now 90% complete on our 2017 speculative revenue target.  Our portfolio repositioning has left us with a portfolio that generated a strong 9.4% same store cash NOI growth during this quarter. During the first quarter, we also completed $133 million or 66% of our $200 million disposition target.  Balance sheet metric improvement continues and we have retired our 6.9% perpetual preferred shares at par with cash-on-hand to improve our coverage ratios.  This redemption of the perpetual preferred shares created a one-time, non-cash $0.02 per share charge related to the write-off of original issuance costs during the second quarter and we are revising our 2017 FFO guidance to reflect that charge.  Our current 2017 FFO guidance range of $1.35 to $1.42 is now adjusted to $1.33 to $1.40.”

First Quarter Highlights

Financial Results

Portfolio Results

2017 Business Plan Revisions

Recent Transaction Activity

 

 

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

 

 

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Recent Finance / Capital Markets Activity

Results for the Three Months Ended March 31, 2017

Net income allocated to common shares totaled $19.3 million, or $0.11 per diluted share, in the first quarter of 2017 compared to a net income allocated to common shares totaled $44.1 million, or $0.25 per diluted shares in the first quarter of 2016.

FFO available to common shares and units in the first quarter of 2017 totaled $56.1 million, or $0.32 per diluted share, versus ($11.6) million or ($0.07) per diluted share in the first quarter of 2016.  FFO for the first quarter of 2016 includes a $66.6 million, or $0.38 per share, charge for the early extinguishment of debt related to our first quarter sale of Cira Square.  Our first quarter 2017 payout ratio ($0.16 common share distribution / $0.32 FFO per diluted share) was 50.0%.  

Operating and Leasing Activity

In the first quarter of 2017, our Net Operating Income (NOI) excluding termination revenues and other income items increased 2.4% on a GAAP basis and increased 9.4% on a cash basis for our 97 same store properties, which were 93.2% and 94.0% occupied on March 31, 2017 and March 31, 2016, respectively.

We leased approximately 980,000 square feet and commenced occupancy on 228,000 square feet during the first quarter of 2017.  The first quarter occupancy activity includes 84,000 square feet of renewals, 72,000 square feet of new leases and 72,000 square feet of tenant expansions.  We have an additional 120,000 square feet of executed new leasing scheduled to commence subsequent to March 31, 2017.

We achieved a 47% tenant retention ratio in our core portfolio with net negative absorption of (107,000) square feet during the first quarter of 2017.  First quarter rental rate growth increased 9.1% as our renewal rental rates increased 11.1% and our new lease/expansion rental rates increased 7.4%, all on a GAAP basis.

At March 31, 2017, our core portfolio of 97 properties comprising 15.0 million square feet was 93.2% occupied and we are now 94.0% leased (reflecting new leases commencing after March 31, 2017).

 

 

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Distributions

On March 1, 2017, our Board of Trustees declared a quarterly dividend distribution of $0.16 per common share that was paid on April 19, 2017 to shareholders of record as of April 5, 2017.  Our Board also declared a quarterly dividend distribution of $0.43125 for each 6.90% Series E Cumulative Redeemable Preferred Share that was paid on April 17, 2017 to holders of record as of March 30, 2017.

2017 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 narrowing our previously released 2017 net income guidance from $0.24 to $0.31 per diluted share to $0.20 to $0.27 per diluted share and our previously issued 2017 FFO guidance from $1.35 to $1.42 per diluted share to $1.33 to $1.40 per diluted share.  This guidance is provided for informational purposes and is subject to change.  The following is a reconciliation of the calculation of 2017 FFO and earnings per diluted share:

 

Our 2017 FFO guidance does not include income (loss) arising from the sale of unimproved real estate and excludes any refinancing charges.  Consistent with our previously announced business plan targets, our key assumptions include:

Investor Day

Brandywine’s Investor Day will be held in Philadelphia on Monday, May 8, 2017.  The Company’s presentation, by senior management will begin at 10:00 a.m. EDT.

 

The presentation can be accessed via a webcast, listen-only mode, on our website at www.brandywinerealty.com under the Investors page along with accompanying presentation materials.

 

The webcast replay will be available one hour after the conclusion of the live event and will expire on Monday, May 22, 2017.

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.  

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Organized as a real estate investment trust (REIT), we own, develop, lease and manage an urban, town center and transit-oriented portfolio comprising 204 properties and 26.8 million square feet as of March 31, 2017, which excludes assets held for sale.  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.  For more information, please visit www.brandywinerealty.com.

Conference Call and Audio Webcast

BDN management will discuss 2017 financial results and earnings guidance for fiscal 2017 on Thursday, April 20, 2017, during the company’s earnings call.  The call will begin at 9:00 a.m. EDT and will last approximately one hour.  The conference call can be accessed by dialing 1-800-683-1525 and providing conference ID: 26573081.  Beginning two hours after the conference call, a taped replay of the call can be accessed through Thursday, May 4, 2017, by calling 1-855-859-2056 and entering access code 26573081. The conference call can also be accessed via a webcast on our website at www.brandywinerealty.com.

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, 2016. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events except as required by law.

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

 

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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 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 interest in the Operating Partnership 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 interest in property partnerships. In some cases we also present NOI on a cash basis, which is NOI after eliminating the effects 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 to cash flows as a measure of the Company's liquidity or its ability to make distributions. NOI is a useful measure for evaluating the operating performance of our properties, as it excludes certain components from net income available to common shareholders in order to provide results that are more closely related to a property's results of operations. NOI is used internally to evaluate the performance of our operating segments and to make decisions about resource allocations.  We concluded that NOI provides useful information to investors regarding our financial condition and results of operations, as it reflects only the income and expense items incurred at the property level, as well as the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unlevered basis.

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 104 properties owned by the Company as of March 31, 2017, a total of 97 properties ("Same Store Properties") containing an aggregate of 15.0 million net rentable square feet were owned for the entire three-month periods ended March 31, 2017 and 2016. As of March 31, 2017, three properties were in development, three properties were in redevelopment and one property was held for sale. Average occupancy for the Same Store Properties was 93.2% during 2017 and 93.6% during 2016. The following table sets forth revenue and expense information for the Same Store Properties:

 

 

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