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false00007908160001060386 0000790816 2019-10-03 2019-10-03 0000790816 bdn:BrandywineOperatingPartnershipL.P.Member 2019-10-03 2019-10-03
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): October 3, 2019
BRANDYWINE REALTY TRUST
BRANDYWINE OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in charter)
Maryland
 
 
 
001-9106
 
 
 
23-2413352
(Brandywine Realty Trust)
 
 
 
 
 
 
Delaware
 
 
 
000-24407
 
 
 
23-2862640
(Brandywine Operating Partnership, L.P.)
 
 
 
 
 
 
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Shares of Beneficial Interest
 
BDN
 
NYSE
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.
Brandywine Realty Trust: ☐
Brandywine Operating Partnership, L.P.: ☐


Item 8.01    Other Events
On February 22, 2019, Brandywine Realty Trust and its operating partnership, Brandywine Operating Partnership, L.P. (together with their consolidated subsidiaries, collectively, the “Company”) filed the combined annual reports on Form 10-K for the year ended December 31, 2018 (the "2018 Form 10-K"). On August 6, 2019, the Company filed the combined quarterly reports on Form 10-Q for the period ended June 30, 2019 (the “June 30, 2019 Form 10-Q”).
The Company is filing this Current Report on Form 8-K to reflect the correction of historical financial information presented in the 2018 Form 10-K and historical financial information as of September 30, 2018 and for the three and six months then ended. Refer to the June 30, 2019 Form 10-Q for the correction of certain historical information as of December 2018, as of and for the three and six month periods ended June 30, 2018, and for the three months ended March 31, 2019.
Item 9.01.    Financial Statements and Exhibits
Exhibit
 
Description
99.1
 
101
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
104
 
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL


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
 
 
 
 
 
 
By:
/s/ Thomas E. Wirth
 
 
 
Thomas E. Wirth
 
 
 
Executive Vice President and
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
BRANDYWINE OPERATING PARTNERSHIP, L.P.
 
 
 
 
 
 
BY:
BRANDYWINE REALTY TRUST, ITS GENERAL PARTNER
 
 
 
 
 
BY:
/s/ Thomas E. Wirth
 
 
 
Thomas E. Wirth
 
 
 
Executive Vice President and
 
 
 
Chief Financial Officer
 
Date:  October 3, 2019

 Exhibit
Exhibit 99.1

Revision of Previously Issued Financial Statements
In the June 30, 2019 Form 10-Q, the Company’s first quarter 2019 results and comparative 2018 results were adjusted to correct for the effects of errors discovered during the second quarter of 2019 relating to the purchase price allocation and depreciable lives for two acquisitions made in a prior period. As further disclosed in the June 30, 2019 Form 10-Q, the Company evaluated the impact of the errors to previously issued financial statements and concluded that the errors were immaterial to the previously issued financial statements, however, to correct the cumulative effect of the errors in 2019 would significantly impact the 2019 financial statements. See Note 2 to the consolidated financial statements in the June 30, 2019 Form 10-Q for further detail.
The following tables and paragraphs present line items from the Company’s Form 10-K for the year ended December 31, 2018 that have been corrected as a result of the revision:
 
December 31, 2017
Balance Sheet:
As previously reported
 
Adjustments
 
As adjusted
Assets (Parent Company and Operating Partnership)
(in thousands)
Operating properties
3,832,348

 
(1,524
)
 
3,830,824

Accumulated depreciation
(895,091
)
 
(18,206
)
 
(913,297
)
Operating real estate investments, net
2,937,257

 
(19,730
)
 
2,917,527

Total real estate investment, net
3,156,687

 
(19,730
)
 
3,136,957

Total assets
3,995,448

 
(19,730
)
 
3,975,718

 
 
 
 
 
 
Equity (Parent Company)
 
 
 
 
 
Additional paid-in-capital
3,218,564

 
(487
)
 
3,218,077

Cumulative Earnings
660,174

 
(19,081
)
 
641,093

Total Brandywine Realty Trust's equity
1,829,180

 
(19,568
)
 
1,809,612

Noncontrolling interests
17,420

 
(162
)
 
17,258

Total beneficiaries' equity
1,846,600

 
(19,730
)
 
1,826,870

Total liabilities and beneficiaries' equity
3,995,448

 
(19,730
)
 
3,975,718

 
 
 
 
 
 
Equity (Operating Partnership)
 
 
 
 
 
General Partnership Capital
1,815,411

 
(19,730
)
 
1,795,681

Total Brandywine Operating Partnership, L.P.'s equity
1,817,467

 
(19,730
)
 
1,797,737

Total partners' equity
1,819,682

 
(19,730
)
 
1,799,952

Total liabilities and partners' equity
3,995,448

 
(19,730
)
 
3,975,718




 
September 30, 2018
Balance Sheet:
As previously reported
 
Adjustments
 
As adjusted
Assets (Parent Company and Operating Partnership)
(in thousands)
Operating properties
3,429,048

 
(1,581
)
 
3,427,467

Accumulated depreciation
(845,674
)
 
(18,928
)
 
(864,602
)
Operating real estate investments, net
2,583,374

 
(20,509
)
 
2,562,865

Total real estate investment, net
2,858,127

 
(20,509
)
 
2,837,618

Total assets
3,923,622

 
(20,509
)
 
3,903,113

 
 
 
 
 
 
Equity (Parent Company)
 
 
 
 
 
Additional paid-in-capital
3,223,817

 
(499
)
 
3,223,318

Cumulative Earnings
674,599

 
(20,509
)
 
654,090

Total Brandywine Realty Trust's equity
1,759,979

 
(21,008
)
 
1,738,971

Noncontrolling interests
16,824

 
(155
)
 
16,669

Total beneficiaries' equity
1,776,803

 
(21,163
)
 
1,755,640

Total liabilities and beneficiaries' equity
3,923,622

 
(21,163
)
 
3,902,459

 
 
 
 
 
 
Equity (Operating Partnership)
 
 
 
 
 
General Partnership Capital
1,741,379

 
(20,509
)
 
1,720,870

Total Brandywine Operating Partnership, L.P.'s equity
1,751,341

 
(20,509
)
 
1,730,832

Total partners' equity
1,753,564

 
(20,509
)
 
1,733,055

Total liabilities and partners' equity
3,923,622

 
(20,509
)
 
3,903,113





Brandywine Realty Trust
As previously reported
 
Adjustments
 
As adjusted
Statement of Beneficiaries' Equity:
(in thousands)
Additional paid-in-capital, December 31, 2015
3,252,622

 
(512
)
 
3,252,110

Cumulative earnings, December 31, 2015
499,086

 
(17,362
)
 
481,724

Noncontrolling interests, December 31, 2015
18,166

 
(122
)
 
18,044

Additional paid-in-capital, December 31, 2016
3,258,870

 
(484
)
 
3,258,386

Cumulative earnings, December 31, 2016
539,319

 
(18,405
)
 
520,914

Noncontrolling interests, December 31, 2016
17,093

 
(160
)
 
16,933

Additional paid-in-capital, December 31, 2017
3,218,564

 
(487
)
 
3,218,077

Cumulative earnings, December 31, 2017
660,174

 
(19,081
)
 
641,093

Noncontrolling interests, December 31, 2017
17,420

 
(162
)
 
17,258

Additional paid-in-capital, September 30, 2018
3,223,817

 
(499
)
 
3,223,318

Cumulative earnings, September 30, 2018
674,599

 
(19,855
)
 
654,744

Noncontrolling interests, September 30, 2018
16,824

 
(155
)
 
16,669

 
 
 
 
 
 
Brandywine Operating Partnership
 
 
 
 
 
Statement of Partners' Equity:
 
 
 
 
 
Partner Capital, December 31, 2015
1,836,692

 
(17,996
)
 
1,818,696

Partner Capital, December 31, 2016
1,762,694

 
(19,049
)
 
1,743,645

Partner Capital, December 31, 2017
1,815,411

 
(19,730
)
 
1,795,681

Partner Capital, September 30, 2018
1,741,379

 
(20,509
)
 
1,720,870

 
For the year ended December 31, 2018
Statement of Operations
(in thousands, except per share information):
As previously reported
 
Adjustments
 
As adjusted
Net income
137,289

 
(1,816
)
 
135,473

Basic income per Common Share
0.76

 
(0.01
)
 
0.75

Diluted income per Common Share
0.76

 
(0.01
)
 
0.75

Basic income per Common Partnership Unit
0.76

 
(0.01
)
 
0.75

Diluted income per Common Partnership Unit
0.76

 
(0.01
)
 
0.75

 
For the year ended December 31, 2017
Statement of Operations
(in thousands, except per share information):
As previously reported
 
Adjustments
 
As adjusted
Net income
121,859

 
(682
)
 
121,177

Basic income per Common Share
0.66

 
(0.01
)
 
0.65

Diluted income per Common Share
0.65

 
—

 
0.65

Basic income per Common Partnership Unit
0.66

 
(0.01
)
 
0.65

Diluted income per Common Partnership Unit
0.65

 
—

 
0.65




 
For the year ended December 31, 2016
Statement of Operations
(in thousands, except per share information):
As previously reported
 
Adjustments
 
As adjusted
Net income
40,501

 
(1,052
)
 
39,449

Basic income per Common Share
0.19

 
(0.01
)
 
0.18

Diluted income per Common Share
0.19

 
(0.01
)
 
0.18

Basic income per Common Partnership Unit
0.19

 
(0.01
)
 
0.18

Diluted income per Common Partnership Unit
0.19

 
(0.01
)
 
0.18

 
For the three months ended September 30, 2018
Statement of Operations
(in thousands, except per share information):
As previously reported
 
Adjustments
 
As adjusted
Net income
(43,262
)
 
(260
)
 
(43,522
)
Basic income per Common Share
(0.24
)
 
—

 
(0.24
)
Diluted income per Common Share
(0.24
)
 
—

 
(0.24
)
Basic income per Common Partnership Unit
(0.24
)
 
—

 
(0.24
)
Diluted income per Common Partnership Unit
(0.24
)
 
—

 
(0.24
)
 
For the nine months ended September 30, 2018
Statement of Operations
(in thousands, except per share information):
As previously reported
 
Adjustments
 
As adjusted
Net income
14,579

 
(780
)
 
13,799

Basic income per Common Share
0.08

 
(0.01
)
 
0.07

Diluted income per Common Share
0.08

 
(0.01
)
 
0.07

Basic income per Common Partnership Unit
0.08

 
(0.01
)
 
0.07

Diluted income per Common Partnership Unit
0.08

 
(0.01
)
 
0.07

There were no impacts to cash flows from operating activities in any period.