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): November 9, 2017

 

 

BRANDYWINE REALTY TRUST

BRANDYWINE OPERATING PARTNERSHIP, L.P.

(Exact name of registrant as specified in charter)

 

 

 

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)

2929 Walnut Street

Suite 1700

Philadelphia, PA 19104

(Address of principal executive offices) (Zip Code)

(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))

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

Brandywine Realty Trust:

Emerging growth company  ☐

Brandywine Operating Partnership, L.P.:

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 9.01.

Financial Statements and Exhibits

We are filing as Exhibits 12.1 and 12.2, respectively, to this Current Report on Form 8-K, and incorporating herein by reference, the Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Share Distributions of Brandywine Realty Trust and the Computation of Ratio of Earnings to Combined Fixed Charges of Brandywine Operating Partnership, L.P.

For the purpose of calculating Brandywine Realty Trust’s ratios of earnings to combined fixed charges and preferred share distributions, earnings have been calculated by adding fixed charges, distributed income of equity investees, and amortization of capitalized interest to income (loss) from continuing operations before non-controlling interest and equity in earnings from unconsolidated real estate ventures, less capitalized interest and preferred distributions of consolidated subsidiaries. Fixed charges consist of interest costs (whether expensed or capitalized), amortization of deferred financing costs, amortization of discounts or premiums related to indebtedness, Brandywine Realty Trust’s share of interest expense from unconsolidated equity method investments, the interest portion of rent expense and preferred distributions of consolidated subsidiaries. Preferred distributions include income allocated to holders of Brandywine Realty Trust’s preferred shares.

For the purpose of calculating Brandywine Operating Partnership L.P.’s ratios of earnings to combined fixed charges, earnings have been calculated by adding fixed charges, distributed income of equity investees, and amortization of capitalized interest to income (loss) from continuing operations before non-controlling interest and equity in earnings from unconsolidated real estate ventures, less capitalized interest. Fixed charges consist of interest costs (whether expensed or capitalized), amortization of deferred financing costs, amortization of discounts or premiums related to indebtedness, Brandywine Operating Partnership L.P.’s share of interest expense from unconsolidated equity method investments, and the interest portion of rent expense.

 

Exhibit		Description
12.1		Statement re Computation of Ratios of Brandywine Realty Trust
12.2		Statement re Computation of Ratios of Brandywine Operating Partnership, L.P.

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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: November 9, 2017

Exhibit 12.1

Brandywine Realty Trust

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Share Distributions

(in thousands)

 

		For the nine months ended								For the years ended December 31,
		September 30, 2017				2016				2015				2014				2013				2012
Earnings before fixed charges:
Add:
Income (loss) from continuing operations before non-controlling interest and equity in income (loss) from unconsolidated real estate ventures		$	53,402			$	52,004			$	(29,929	)		$	6,814			$	35,318			$	(40,050	)
Distributed income of equity investees			(5,188	)			622				1,223				1,164				1,650				1,224
Amortization of capitalized interest			3,810				4,899				4,277				3,840				3,557				3,538
Fixed charges - per below			66,766				101,574				129,307				138,007				132,146				147,077
Less:
Capitalized interest			(2,975	)			(12,835	)			(12,150	)			(6,803	)			(3,137	)			(2,560	)
Earnings before fixed charges		$	115,815			$	146,264			$	92,728			$	143,022			$	169,534			$	109,229
Fixed charges and Preferred Distributions:
Interest expense from continuing operations (including amortization)		$	63,280			$	88,083			$	116,511			$	130,621			$	127,585			$	142,982
Capitalized interest			2,975				12,835				12,150				6,803				3,137				2,560
Ground leases and other			511				656				646				583				1,424				1,535
Total Fixed Charges			66,766				101,574				129,307				138,007				132,146				147,077
Income allocated to preferred shareholders			2,032				6,900				6,900				6,900				6,900				10,405
Total Preferred Distributions			2,032				6,900				6,900				6,900				6,900				10,405
Total combined fixed charges and preferred distributions		$	68,798			$	108,474			$	136,207			$	144,907			$	139,046			$	157,482
Ratio of earnings to combined fixed charges and preferred distributions			1.68				1.35				(a	)			(a	)			1.22				(a	)

 

(a)

Brandywine’s ratio of earnings to combined fixed charges and preferred share distributions was less than 1.00:1.00 because of its losses in the relevant periods. Brandywine would have needed to generate additional earnings of $43,479 for the year ended December 31, 2015, $1,885 for the year ended December 31, 2014 and $48,253 for the year ended December 31, 2012 in order to achieve a coverage ratio of 1.00:1.00.

Exhibit 12.2

Brandywine Operating Partnership, L.P.

Computation of Ratio of Earnings to Combined Fixed Charges

(in thousands)

 

		For the nine months ended								For the years ended December 31,
		September 30, 2017				2016				2015				2014				2013				2012
Earnings before fixed charges:
Add:
Income (loss) from continuing operations before non-controlling interest and equity in income (loss) from unconsolidated real estate ventures		$	53,402			$	52,004			$	(29,929	)		$	6,814			$	35,318			$	(40,050	)
Distributed income of equity investees			(5,188	)			622				1,223				1,164				1,650				1,224
Amortization of capitalized interest			3,810				4,899				4,277				3,840				3,557				3,538
Fixed charges - per below			66,766				101,574				129,307				138,007				132,146				147,077
Less:
Capitalized interest			(2,975	)			(12,835	)			(12,150	)			(6,803	)			(3,137	)			(2,560	)
Earnings before fixed charges		$	115,815			$	146,264			$	92,728			$	143,022			$	169,534			$	109,229
Fixed charges:
Interest expense from continuing operations (including amortization)		$	63,280			$	88,083			$	116,511			$	130,621			$	127,585			$	142,982
Capitalized interest			2,975				12,835				12,150				6,803				3,137				2,560
Ground leases and other			511				656				646				583				1,424				1,535
Total Fixed Charges		$	66,766			$	101,574			$	129,307			$	138,007			$	132,146			$	147,077
Ratio of earnings to combined fixed charges			1.73				1.44				(a	)			1.04				1.28				(a	)

 

(a)

The Operating Partnership’s ratio of earnings to fixed charges was less than 1.00:1.00 because of losses in the relevant periods. The Operating Partnership would have needed to generate additional earnings of $36,579 for the year ended December 31, 2015 and $37,848 for the year ended December 31, 2012 in order to achieve a coverage ratio of 1.00:1.00.