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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 17, 2019

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))

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.: ☐

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Item 2.02 Results of Operations and Financial Condition

The information in this Item 2.02 - “Results of Operations and Financial Condition,” including the press release attached as an exhibit to this Current Report, is being furnished and 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, and 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 October 17, 2019, we issued a press release announcing our financial results for the nine months ended September 30, 2019. 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 9.01    Financial Statements and Exhibits

Exhibit		Description
99.1		Brandywine Realty Trust Press Release dated October 17, 2019.

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Signatures

Pursuant to the requirements of the Securities 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 18, 2019

▪	Net income available to common shareholders; $6.7 million, or $0.04 per diluted share.

▪	Funds from Operations (FFO); $64.0 million, or $0.36 per diluted share.

▪	Core Portfolio: 93.2% occupied and 95.5% leased.

▪	New and Renewal Leases Signed: 577,000 square feet.

▪	Tenant Retention Ratio: 72%.

▪	Rental Rate Mark-to-Market Increase: 9.3% on a GAAP basis and 4.2% on a cash basis.

▪	Disposition Activity: $36.4 million.

▪	Net income: $0.24 to $0.34 per diluted share.

▪	FFO: $1.41 to $1.51 per diluted share, representing a 3% growth rate at guidance midpoint.

▪	Rental Rate Mark-to-Market Range: 8-10% cash and 17-19% GAAP.

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▪	On September 11, 2019, we completed the sale of a 211,000 square foot office building located at 1900 Gallows Road in Vienna, Virginia for a gross sale price of $36.4 million.

▪	On October 3, 2019, we priced a $200.0 million underwritten public offering consisting of $100.0 million of our 4.100% guaranteed notes due 2024 (the “2024 Notes”) and $100.0 million of our 4.550% guaranteed notes due 2029 (the “2029 Notes” and, together with the 2024 Notes, the “Notes”).

▪	The $146.5 million outstanding balance on our $600.0 million unsecured revolving credit facility as of September 30, 2019 was subsequently repaid in October.

▪	We have $29.9 million of cash and cash equivalents on-hand as of September 30, 2019.

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▪	Core Occupancy improving to a range of 94-95% by year-end 2019 and 95-96% leased;

▪	11-12% increase in overall lease rates on a GAAP basis;

▪	4-5% increase in overall lease rates on a cash basis;

▪	0-2% increase in 2019 same store GAAP NOI;

▪	1-3% increase in 2019 same store cash NOI;

▪	Speculative Revenue Target: $32.0 million, 100% achieved;

▪	Change in Lease Accounting Treatment: $7.9 million decrease to earnings, or $0.04 per diluted share;

▪	Tenant Retention Rate: 66%;

▪	$0.19 per share quarterly dividend;

▪	Acquisition Activity: none;

▪	Disposition Activity: $36.4 million;

▪	One Development Start: 405 Colorado, Austin, Texas; and

▪	Annual earnings and FFO per diluted share based on 178.0 million fully diluted weighted average common shares.

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▪	Core Occupancy improving to a range of 94-95% by year-end 2020 and 95-96% leased;

▪	17-19% GAAP increase in overall lease rates;

▪	8-10% cash increase in overall lease rates;

▪	2-4% increase in 2020 same store GAAP NOI;

▪	0-2% increase in 2020 same store cash NOI

•	Excluding 1676 International Drive, 2.5% to 4.5% increase in cash NOI;

▪	Speculative Revenue Target: $31.0 million, 50% achieved;

▪	Acquisition Activity: $20.0 million (250 King of Prussia Road, Radnor, PA)

▪	Disposition Activity: none;

▪	Two development starts; and

▪	Annual earnings and FFO per diluted share based on 179.0 million fully diluted weighted average common shares.

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