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): July 18, 2012
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 (Commission file number) | 23-2862640 (I.R.S. Employer Identification Number) | ||
(State or Other Jurisdiction of Incorporation or Organization) | ||||
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):
[ ] | 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)) | |
Item 2.01 Completion of Acquisition or Disposition Assets.
On July 18, 2012, Brandywine Operating Partnership, L.P. (the "Operating Partnership") the limited partnership through which Brandywine Realty Trust, as sole general partner (the "Parent Company" and, together with the Operating Partnership, the "Company"), owns its assets and conducts its operations, sold a portfolio of 10 single-story and one two-story office/flex properties containing an aggregate of 466,719 square feet (the "Properties") located in Exton, Pennsylvania for a gross sales price, payable in cash, of $52.7 million. We are not affiliated with the purchaser, and the terms of the transaction were determined through arm's-length negotiations. The Properties were 81.6% leased at closing and they were built between the years of 1987 and 1999. The individual listing of the Properties is below:
Property Name | City | State | ||
412 Creamery Way | Exton | PA | ||
429 Creamery Way | Exton | PA | ||
436 Creamery Way | Exton | PA | ||
440 Creamery Way | Exton | PA | ||
456 Creamery Way | Exton | PA | ||
457 Creamery Way | Exton | PA | ||
467 Creamery Way | Exton | PA | ||
468 Thomas Jones Way | Exton | PA | ||
486 Thomas Jones Way | Exton | PA | ||
111 Arrandale Boulevard | Exton | PA | ||
481 John Young Way | Exton | PA | ||
The operations of the Properties and related assets and liabilities are included in discontinued operations in the accompanying unaudited pro forma consolidated financial statements for all periods presented, unless otherwise noted. In connection with this sale, we estimate that we will recognize a gain on sale in the amount of $9.9 million during the three and nine-month periods ending September 30, 2012.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma consolidated balance sheets of each of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. as of March 31, 2012 and unaudited pro forma consolidated statements of operations of each of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the three months ended March 31, 2012 and 2011 and for the years ended December 31, 2011, 2010 and 2009, including notes thereto, and filed as Exhibit 99.1 hereto incorporated herein by reference.
(d) Exhibits 99.1 Description
Exhibit 99.1 Unaudited pro forma consolidated balance sheets of each of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. as of March 31, 2012 and the unaudited pro forma consolidated statements of operations of each of Brandywine Realty Trust and Brandywine Operating Partnership L.P., for the three months ended March 31, 2012 and March 31, 2011 and the for the years ended December 31, 2011, 2010 and 2009, including notes hereto.
2
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.
Brandywine Realty Trust | ||||
By: | /s/ Howard Sipzner | |||
Howard Sipzner | ||||
Executive Vice President and Chief Financial Officer | ||||
Brandywine Operating Partnership, its sole General Partner | ||||
By: | /s/ Howard Sipzner | |||
Howard Sipzner | ||||
Executive Vice President and Chief Financial Officer | ||||
Date: July 24, 2012
3
Exhibit Index
Exhibit
No.
99.1 | Unaudited pro forma consolidated balance sheets of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. as of March 31, 2012 and unaudited pro forma consolidated statements of operations of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the three months ended March 31, 2012 and 2011 and for the years ended December 31, 2011, 2010 and 2009, including the notes hereto. |
BRANDYWINE REALTY TRUST AND BRANDYWINE OPERATING PARTNERSHIP, L.P.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On July 18, 2012, Brandywine Operating Partnership, L.P. (the "Operating Partnership") the limited partnership through which Brandywine Realty Trust, as sole general partner (the "Parent Company" and, together with the Operating Partnership, the "Company"), owns its assets and conducts its operations, sold a portfolio of 10 single-story and one two-story office/flex properties containing an aggregate of 466,719 square feet (the "Properties") located in Exton, Pennsylvania for a gross sales price, payable in cash, of $52.7 million. We are not affiliated with the purchaser, and the terms of the transaction were determined through arm's-length negotiations. The Properties were 81.6% leased at closing and they were built between the years of 1987 and 1999. The individual listing of the Properties is below:
Property Name | City | State | ||
412 Creamery Way | Exton | PA | ||
429 Creamery Way | Exton | PA | ||
436 Creamery Way | Exton | PA | ||
440 Creamery Way | Exton | PA | ||
456 Creamery Way | Exton | PA | ||
457 Creamery Way | Exton | PA | ||
467 Creamery Way | Exton | PA | ||
468 Thomas Jones Way | Exton | PA | ||
486 Thomas Jones Way | Exton | PA | ||
111 Arrandale Boulevard | Exton | PA | ||
481 John Young Way | Exton | PA | ||
The following unaudited pro forma consolidated financial statements of each of the Parent Company and the Operating Partnership have been prepared to reflect the effect of the sale as described in Item 2.01 of the Current Report on Form 8-K with which this Exhibit 99.1 is filed. The following unaudited pro forma consolidated financial statements of the Company are presented to comply with Article 11 of Regulation S-X and follow guidelines of the Securities and Exchange Commission (“SEC”). The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2012 and 2011 and the for years ended December 31, 2011, 2010 and 2009 are based on the historical consolidated statements of operations of each the Parent Company and the Operating Partnership, and give effect to the sale as if it had occurred on January 1, 2009. The unaudited pro forma consolidated balance sheet as of March 31, 2012 is based on the balance sheet on that date of each of the Parent Company and Operating Partnership, and gives effect to the sale as if it occurred on March 31, 2012.
The unaudited pro forma consolidated financial statements presented below are based on assumptions and adjustments set forth in the notes thereto. The unaudited pro forma adjustments made in the compilation of the unaudited pro forma consolidated financial statements were directly attributable to the sale, are factually supportable, are based upon available information and assumptions that the Company considers reasonable, and have been made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The unaudited pro forma consolidated financial information is presented for informational purposes only and should not be considered indicative of actual results that would have been achieved had the sale actually been consummated on the dates indicated and does not purport to be indicative of the financial condition as of any future date or results of operation for any future period.
The unaudited pro forma consolidated financial information, and the accompanying notes, should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 24, 2012 and the Quarterly Report on Form 10-Q for the period ended March 31, 2012 filed on May 4, 2012.
1
Exhibit 99.1
Brandywine Realty Trust | |||||||||
Unaudited Pro Forma Consolidated Balance Sheet | |||||||||
As of March 31, 2012 | |||||||||
(in thousands, except per share data) | |||||||||
As Reported | Property Sold | ||||||||
(A) | (B) | Pro Forma | |||||||
ASSETS | |||||||||
Real estate investments: | |||||||||
Rental properties | $ | 4,717,124 | (51,940 | ) | (B1) | $ | 4,665,184 | ||
Accumulated depreciation | (884,026 | ) | 13,977 | (B1) | (870,049 | ) | |||
Operating real estate investments, net | 3,833,098 | (37,963 | ) | 3,795,135 | |||||
Construction-in-progress | 38,442 | (950 | ) | 37,492 | |||||
Land inventory | 109,285 | — | 109,285 | ||||||
Total real estate investments, net | 3,980,825 | (38,913 | ) | 3,941,912 | |||||
Cash and cash equivalents | 284,236 | 50,911 | (B2) | 335,147 | |||||
Held-to-maturity securities | 50,164 | — | 50,164 | ||||||
Accounts receivable, net | 14,038 | (241 | ) | (B1) | 13,797 | ||||
Accrued rent receivable, net | 110,853 | (1,266 | ) | (B1) | 109,587 | ||||
Investment in real estate ventures, at equity | 127,536 | — | 127,536 | ||||||
Deferred costs, net | 118,685 | (1,093 | ) | (B1) | 117,592 | ||||
Intangible assets, net | 63,969 | — | 63,969 | ||||||
Notes receivable | 17,991 | — | 17,991 | ||||||
Other assets | 57,046 | (457 | ) | (B1) | 56,589 | ||||
Total assets | $ | 4,825,343 | 8,941 | $ | 4,834,284 | ||||
LIABILITIES AND BENEFICIARIES’ EQUITY | |||||||||
Mortgage notes payable | $ | 508,210 | — | $ | 508,210 | ||||
Unsecured credit facility | — | — | — | ||||||
Unsecured term loan | 600,000 | — | 600,000 | ||||||
Unsecured senior notes, net of discounts | 1,566,240 | — | 1,566,240 | ||||||
Accounts payable and accrued expenses | 72,832 | — | 72,832 | ||||||
Distributions payable | 23,860 | — | 23,860 | ||||||
Deferred income, gains and rent | 99,905 | (94 | ) | (B1) | 99,811 | ||||
Acquired lease intangibles, net | 33,278 | — | 33,278 | ||||||
Other liabilities | 45,576 | (650 | ) | (B1) | 44,926 | ||||
Total liabilities | 2,949,901 | (744 | ) | 2,949,157 | |||||
Commitments and contingencies | |||||||||
Brandywine Realty Trust’s equity: | |||||||||
Preferred Shares (shares authorized-20,000,000): | |||||||||
7.50% Series C Preferred Shares | 20 | — | 20 | ||||||
7.375% Series D Preferred Shares | 23 | — | 23 | ||||||
Common Shares of Brandywine Realty Trust’s beneficial interest | 1,428 | — | 1,428 | ||||||
Additional paid-in capital | 2,777,148 | — | 2,777,148 | ||||||
Deferred compensation payable in common shares | 5,436 | — | 5,436 | ||||||
Common shares in grantor trust, | (5,436 | ) | — | (5,436 | ) | ||||
Cumulative earnings | 486,491 | 9,503 | 495,994 | ||||||
Accumulated other comprehensive loss | (6,005 | ) | — | (6,005 | ) | ||||
Cumulative distributions | (1,415,916 | ) | — | (1,415,916 | ) | ||||
Total Brandywine Realty Trust’s equity | 1,843,189 | 9,503 | 1,852,692 | ||||||
Non-controlling interests | 32,253 | 182 | 32,435 | ||||||
Total beneficiaries' equity | 1,875,442 | 9,685 | (B3) | 1,885,127 | |||||
Total liabilities and equity | $ | 4,825,343 | 8,941 | $ | 4,834,284 | ||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
2
Exhibit 99.1
Brandywine Realty Trust | |||||||||
Unaudited Pro Forma Consolidated Income Statement | |||||||||
For the three months ended March 31, 2012 | |||||||||
(in thousands, except per share data) | |||||||||
As Reported (C) | Amounts transferred to discontinued operations (D) | Pro Forma | |||||||
Revenue: | |||||||||
Rents | $ | 116,296 | (1,398 | ) | $ | 114,898 | |||
Tenant reimbursements | 19,332 | (323 | ) | 19,009 | |||||
Termination fees | 1,497 | — | 1,497 | ||||||
Third party management fees, labor reimbursement and leasing | 3,142 | — | 3,142 | ||||||
Other | 1,534 | (2 | ) | 1,532 | |||||
Total revenue | 141,801 | (1,723 | ) | 140,078 | |||||
Operating Expenses: | |||||||||
Property operating expenses | 40,197 | (575 | ) | 39,622 | |||||
Real estate taxes | 14,333 | (157 | ) | 14,176 | |||||
Third party management expenses | 1,250 | — | 1,250 | ||||||
Depreciation and amortization | 50,502 | (711 | ) | 49,791 | |||||
General and administrative expenses | 6,050 | — | 6,050 | ||||||
Total operating expenses | 112,332 | (1,443 | ) | 110,889 | |||||
Operating income | 29,469 | (280 | ) | 29,189 | |||||
Other Income (Expense): | |||||||||
Interest income | 483 | — | 483 | ||||||
Interest expense | (34,144 | ) | — | (34,144 | ) | ||||
Interest expense — amortization of deferred financing costs | (1,311 | ) | — | (1,311 | ) | ||||
Interest expense-financing obligation | (182 | ) | — | (182 | ) | ||||
Equity in income of real estate ventures | 44 | — | 44 | ||||||
Loss on early extinguishment of debt | (248 | ) | — | (248 | ) | ||||
Loss from continuing operations before non-controlling interests | (5,889 | ) | (280 | ) | (6,169 | ) | |||
Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures | — | — | — | ||||||
Net (income) loss from continuing operations attributable to non-controlling interests — LP units | 145 | 5 | 150 | ||||||
Net loss attributable to continuing operations | (5,744 | ) | (275 | ) | (6,019 | ) | |||
Income allocated to Preferred Shares | (1,998 | ) | — | (1,998 | ) | ||||
Amount allocated to unvested restricted shareholders | (96 | ) | — | (96 | ) | ||||
Net loss from continuing operations allocated to Common Shareholders of Brandywine Realty Trust | $ | (7,838 | ) | $ | (275 | ) | $ | (8,113 | ) |
Per share data: | |||||||||
Basic earnings (loss) per Common Share: | |||||||||
Continuing operations | $ | (0.05 | ) | $ | (0.06 | ) | |||
Diluted earnings (loss) per Common Share: | |||||||||
Continuing operations | $ | (0.05 | ) | $ | (0.06 | ) | |||
Basic weighted average shares outstanding | 142,821 | 142,821 | |||||||
Diluted weighted average shares outstanding | 142,821 | 142,821 | |||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
3
Exhibit 99.1
Brandywine Realty Trust | |||||||||||
Unaudited Pro Forma Consolidated Income Statement | |||||||||||
For the three months ended March 31, 2011 | |||||||||||
(in thousands, except per share data) | |||||||||||
As Reported (C) | Amounts transferred to discontinued operations (D) | Other (F) | Pro Forma | ||||||||
Revenue: | |||||||||||
Rents | $ | 117,362 | (1,429 | ) | — | $ | 115,933 | ||||
Tenant reimbursements | 22,532 | (587 | ) | — | 21,945 | ||||||
Termination fees | 568 | — | — | 568 | |||||||
Third party management fees, labor reimbursement and leasing | 2,753 | — | — | 2,753 | |||||||
Other | 1,083 | (58 | ) | — | 1,025 | ||||||
Total revenue | 144,298 | (2,074 | ) | — | 142,224 | ||||||
Operating Expenses: | |||||||||||
Property operating expenses | 45,002 | (710 | ) | — | 44,292 | ||||||
Real estate taxes | 13,958 | (168 | ) | — | 13,790 | ||||||
Third party management expenses | 1,510 | — | — | 1,510 | |||||||
Depreciation and amortization | 50,295 | (546 | ) | — | 49,749 | ||||||
General and administrative expenses | 6,244 | — | — | 6,244 | |||||||
Total operating expenses | 117,009 | (1,424 | ) | — | 115,585 | ||||||
Operating income | 27,289 | (650 | ) | — | 26,639 | ||||||
Other Income (Expense): | |||||||||||
Interest income | 441 | — | — | 441 | |||||||
Interest expense | (32,393 | ) | — | 675 | (31,718 | ) | |||||
Interest expense — amortization of deferred financing costs | (928 | ) | — | — | (928 | ) | |||||
Equity in income of real estate ventures | 1,233 | — | — | 1,233 | |||||||
Net gain on sale of interests in real estate | 2,791 | — | — | 2,791 | |||||||
Income (loss) from continuing operations before non-controlling interests | (1,567 | ) | (650 | ) | 675 | (1,542 | ) | ||||
Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures | — | — | — | — | |||||||
Net (income) loss from continuing operations attributable to non-controlling interests — LP units | 73 | 13 | — | 86 | |||||||
Net income (loss) attributable to continuing operations | (1,494 | ) | (637 | ) | 675 | (1,456 | ) | ||||
Income allocated to Preferred Shares | (1,998 | ) | — | — | (1,998 | ) | |||||
Amount allocated to unvested restricted shareholders | (142 | ) | — | — | (142 | ) | |||||
Net income (loss) from continuing operations allocated to Common Shareholders of Brandywine Realty Trust | $ | (3,634 | ) | $ | (637 | ) | 675 | $ | (3,596 | ) | |
Per share data: | |||||||||||
Basic earnings (loss) per Common Share: | |||||||||||
Continuing operations | $ | (0.03 | ) | $ | (0.03 | ) | |||||
Diluted earnings (loss) per Common Share: | |||||||||||
Continuing operations | $ | (0.03 | ) | $ | (0.03 | ) | |||||
Basic weighted average shares outstanding | 134,577 | 134,577 | |||||||||
Diluted weighted average shares outstanding | 134,577 | 134,577 | |||||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
4
Exhibit 99.1
Brandywine Realty Trust | ||||||||||||||
Unaudited Pro Forma Consolidated Income Statement | ||||||||||||||
For the year ended December 31, 2011 | ||||||||||||||
(in thousands, except per share data) | ||||||||||||||
As Reported (C) | Amounts transferred to discontinued operations (D) | Other Pro forma Adjustments (E) | Other (F) | Pro Forma | ||||||||||
Revenue: | ||||||||||||||
Rents | $ | 480,600 | (5,836 | ) | (9,084 | ) | — | $ | 465,680 | |||||
Tenant reimbursements | 81,236 | (1,761 | ) | (110 | ) | — | 79,365 | |||||||
Termination fees | 2,993 | — | — | — | 2,993 | |||||||||
Third party management fees, labor reimbursement and leasing | 11,536 | — | — | — | 11,536 | |||||||||
Other | 5,440 | (39 | ) | (7 | ) | — | 5,394 | |||||||
Total revenue | 581,805 | (7,636 | ) | (9,201 | ) | — | 564,968 | |||||||
Operating Expenses: | ||||||||||||||
Property operating expenses | 171,991 | (2,272 | ) | (1,690 | ) | — | 168,029 | |||||||
Real estate taxes | 56,230 | (663 | ) | (999 | ) | — | 54,568 | |||||||
Third party management expenses | 5,590 | — | — | — | 5,590 | |||||||||
Depreciation and amortization | 217,680 | (2,350 | ) | (3,788 | ) | — | 211,542 | |||||||
General and administrative expenses | 24,602 | — | — | — | 24,602 | |||||||||
Total operating expenses | 476,093 | (5,285 | ) | (6,477 | ) | — | 464,331 | |||||||
Operating income | 105,712 | (2,351 | ) | (2,724 | ) | — | 100,637 | |||||||
Other Income (Expense): | ||||||||||||||
Interest income | 1,813 | — | — | — | 1,813 | |||||||||
Historic tax credit transaction income | 12,026 | — | — | — | 12,026 | |||||||||
Interest expense | (131,405 | ) | — | 4,856 | 2,759 | (123,790 | ) | |||||||
Interest expense — amortization of deferred financing costs | (4,991 | ) | — | — | — | (4,991 | ) | |||||||
Equity in income of real estate ventures | 3,775 | — | — | — | 3,775 | |||||||||
Net gain on sale of interests in real estate | 2,791 | — | — | — | 2,791 | |||||||||
Net gain on sale of undepreciated real estate | 45 | — | — | — | 45 | |||||||||
Loss on real estate venture formation | (222 | ) | — | — | — | (222 | ) | |||||||
Loss on early extinguishment of debt | (2,776 | ) | — | — | — | (2,776 | ) | |||||||
Income (loss) from continuing operations before non-controlling interests | (13,232 | ) | (2,351 | ) | 2,132 | 2,759 | (10,692 | ) | ||||||
Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures | — | — | — | — | — | |||||||||
Net (income) loss from continuing operations attributable to non-controlling interests — LP units | 548 | 89 | 89 | — | 726 | |||||||||
Net income (loss) attributable to continuing operations | (12,684 | ) | (2,262 | ) | 2,221 | 2,759 | (9,966 | ) | ||||||
Income allocated to Preferred Shares | (7,992 | ) | — | — | — | (7,992 | ) | |||||||
Amount allocated to unvested restricted shareholders | (505 | ) | — | — | — | (505 | ) | |||||||
Net income (loss) from continuing operations allocated to Common Shareholders of Brandywine Realty Trust | $ | (21,181 | ) | $ | (2,262 | ) | $ | 2,221 | 2,759 | $ | (18,463 | ) | ||
Per share data: | ||||||||||||||
Basic earnings (loss) per Common Share: | ||||||||||||||
Continuing operations | $ | (0.16 | ) | $ | (0.14 | ) | ||||||||
Diluted earnings (loss) per Common Share: | ||||||||||||||
Continuing operations | $ | (0.16 | ) | $ | (0.14 | ) | ||||||||
Basic weighted average shares outstanding | 135,444 | 135,444 | ||||||||||||
Diluted weighted average shares outstanding | 135,444 | 135,444 | ||||||||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
5
Exhibit 99.1
Brandywine Realty Trust | |||||||||||||||
Unaudited Pro Forma Consolidated Income Statement | |||||||||||||||
For the year ended December 31, 2010 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
As Reported (C) | Amounts transferred to discontinued operations (D) | Other Pro forma Adjustments (E) | Other (F) | Pro Forma | |||||||||||
Revenue: | |||||||||||||||
Rents | $ | 461,101 | (5,970 | ) | (9,085 | ) | — | $ | 446,046 | ||||||
Tenant reimbursements | 77,139 | (1,569 | ) | (15 | ) | — | 75,555 | ||||||||
Termination fees | 5,576 | (43 | ) | — | — | 5,533 | |||||||||
Third party management fees, labor reimbursement and leasing | 11,830 | — | — | 11,830 | |||||||||||
Other | 4,310 | (4 | ) | — | — | 4,306 | |||||||||
Total revenue | 559,956 | (7,586 | ) | (9,100 | ) | — | 543,270 | ||||||||
Operating Expenses: | |||||||||||||||
Property operating expenses | 167,911 | (1,967 | ) | (1,667 | ) | — | 164,277 | ||||||||
Real estate taxes | 53,564 | (687 | ) | (552 | ) | — | 52,325 | ||||||||
Third party management expenses | 5,866 | — | — | — | 5,866 | ||||||||||
Depreciation and amortization | 210,592 | (2,267 | ) | (3,791 | ) | — | 204,534 | ||||||||
General and administrative expenses | 23,306 | — | — | — | 23,306 | ||||||||||
Total operating expenses | 461,239 | (4,921 | ) | (6,010 | ) | — | 450,308 | ||||||||
Operating income (loss) | 98,717 | (2,665 | ) | (3,090 | ) | — | 92,962 | ||||||||
Other Income (Expense): | |||||||||||||||
Interest income | 3,222 | — | — | — | 3,222 | ||||||||||
Interest expense | (132,640 | ) | — | 4,617 | 2,624 | (125,399 | ) | ||||||||
Interest expense — amortization of deferred financing costs | (3,770 | ) | — | — | — | (3,770 | ) | ||||||||
Equity in income of real estate ventures | 5,305 | — | — | — | 5,305 | ||||||||||
Loss on early extinguishment of debt | (2,110 | ) | — | — | — | (2,110 | ) | ||||||||
Income (loss) from continuing operations before non-controlling interests | (31,276 | ) | (2,665 | ) | 1,527 | 2,624 | (29,790 | ) | |||||||
Net income attributable to non-controlling interests | |||||||||||||||
Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures | — | — | — | — | — | ||||||||||
Net (income) loss from continuing operations attributable to non-controlling interests — LP units | 820 | 56 | 65 | — | 941 | ||||||||||
Net income (loss) attributable to continuing operations | (30,456 | ) | (2,609 | ) | 1,592 | 2,624 | (28,849 | ) | |||||||
Income allocated to Preferred Shares | (7,992 | ) | — | — | — | (7,992 | ) | ||||||||
Amount allocated to unvested restricted shareholders | (512 | ) | — | — | — | (512 | ) | ||||||||
Net income (loss) from continuing operations allocated to Common Shareholders of Brandywine Realty Trust | $ | (38,960 | ) | $ | (2,609 | ) | $ | 1,592 | $ | 2,624 | $ | (37,353 | ) | ||
Per share data: | |||||||||||||||
Basic earnings (loss) per Common Share: | |||||||||||||||
Continuing operations | $ | (0.29 | ) | $ | (0.28 | ) | |||||||||
Diluted earnings (loss) per Common Share: | |||||||||||||||
Continuing operations | $ | (0.29 | ) | $ | (0.28 | ) | |||||||||
Basic weighted average shares outstanding | 131,743 | 131,743 | |||||||||||||
Diluted weighted average shares outstanding | 131,743 | 131,743 | |||||||||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
6
Exhibit 99.1
Brandywine Realty Trust | |||||||||||||||
Unaudited Pro Forma Consolidated Income Statement | |||||||||||||||
For the year ended December 31, 2009 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
As Reported (C) | Amounts transferred to discontinued operations (D) | Other Pro forma Adjustments (E) | Other (F) | Pro Forma | |||||||||||
Revenue: | |||||||||||||||
Rents | $ | 467,188 | (5,999 | ) | (4,676 | ) | — | $ | 456,513 | ||||||
Tenant reimbursements | 76,652 | (1,149 | ) | (250 | ) | — | 75,253 | ||||||||
Termination fees | 3,601 | (216 | ) | — | — | 3,385 | |||||||||
Third party management fees, labor reimbursement and leasing | 17,151 | — | — | — | 17,151 | ||||||||||
Other | 3,328 | (23 | ) | — | — | 3,305 | |||||||||
Total revenue | 567,920 | (7,387 | ) | (4,926 | ) | — | 555,607 | ||||||||
Operating Expenses: | |||||||||||||||
Property operating expenses | 162,940 | (1,518 | ) | (1,277 | ) | — | 160,145 | ||||||||
Real estate taxes | 56,224 | (668 | ) | (1,082 | ) | — | 54,474 | ||||||||
Third party management expenses | 7,996 | — | — | — | 7,996 | ||||||||||
Depreciation and amortization | 203,572 | (1,916 | ) | (2,113 | ) | — | 199,543 | ||||||||
General and administrative expenses | 20,821 | — | — | — | 20,821 | ||||||||||
Total operating expenses | 451,553 | (4,102 | ) | (4,472 | ) | — | 442,979 | ||||||||
Operating income | 116,367 | (3,285 | ) | (454 | ) | — | 112,628 | ||||||||
Other Income (Expense): | |||||||||||||||
Interest income | 2,499 | — | — | — | 2,499 | ||||||||||
Interest expense | (135,740 | ) | — | 5,065 | 2,878 | (127,797 | ) | ||||||||
Interest expense — amortization of deferred financing costs | (5,864 | ) | — | — | — | (5,864 | ) | ||||||||
Recognized hedge activity | (916 | ) | — | — | — | (916 | ) | ||||||||
Equity in income of real estate ventures | 4,069 | — | — | — | 4,069 | ||||||||||
Net loss on sale of interests in real estate | (3 | ) | — | — | — | (3 | ) | ||||||||
Gain on early extinguishment of debt | 23,176 | — | — | — | 23,176 | ||||||||||
Income (loss) from continuing operations before non-controlling interests | 3,588 | (3,285 | ) | 4,611 | 2,878 | 7,792 | |||||||||
Net income attributable to non-controlling interests | |||||||||||||||
Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures | (30 | ) | — | — | — | (30 | ) | ||||||||
Net (income) loss from continuing operations attributable to non-controlling interests — LP units | 58 | 84 | (4 | ) | — | 138 | |||||||||
Net (income) loss attributable to non-controlling interests | 3,616 | (3,201 | ) | 4,607 | 2,878 | 7,900 | |||||||||
Distribution to Preferred Shares | (7,992 | ) | — | — | — | (7,992 | ) | ||||||||
Amount allocated to unvested restricted shareholders | (279 | ) | — | — | — | (279 | ) | ||||||||
Net income (loss) from continuing operations attributable to Common Shareholders of Brandywine Realty Trust | $ | (4,655 | ) | $ | (3,201 | ) | $ | 4,607 | $ | 2,878 | $ | (371 | ) | ||
Per share data: | |||||||||||||||
Basic earnings (loss) per Common Share: | |||||||||||||||
Continuing operations | $ | (0.04 | ) | $ | — | ||||||||||
Diluted earnings (loss) per Common Share: | |||||||||||||||
Continuing operations | $ | (0.04 | ) | $ | — | ||||||||||
Basic weighted average shares outstanding | 111,898 | 111,898 | |||||||||||||
Diluted weighted average shares outstanding | 113,251 | 113,251 | |||||||||||||
7
Exhibit 99.1
Brandywine Operating Partnership, L.P. | ||||||||||
Unaudited Pro Forma Consolidated Balance Sheet | ||||||||||
As of March 31, 2012 | ||||||||||
(in thousands, except per share data) | ||||||||||
As Reported | Property Sold | Reported as | ||||||||
(A) | (B) | Pro Forma | ||||||||
ASSETS | ||||||||||
Real estate investments: | ||||||||||
Rental properties | $ | 4,717,124 | (51,940 | ) | (B1) | $ | 4,665,184 | |||
Accumulated depreciation | (884,026 | ) | 13,977 | (B1) | (870,049 | ) | ||||
Operating real estate investments, net | 3,833,098 | (37,963 | ) | 3,795,135 | ||||||
Construction-in-progress | 38,442 | (950 | ) | 37,492 | ||||||
Land inventory | 109,285 | — | 109,285 | |||||||
Total real estate investments, net | 3,980,825 | (38,913 | ) | 3,941,912 | ||||||
Cash and cash equivalents | 284,236 | 50,911 | (B2) | 335,147 | ||||||
Held-to-maturity securities | 50,164 | — | 50,164 | |||||||
Accounts receivable, net | 14,038 | (241 | ) | (B1) | 13,797 | |||||
Accrued rent receivable, net | 110,853 | (1,266 | ) | (B1) | 109,587 | |||||
Investment in real estate ventures, at equity | 127,536 | — | 127,536 | |||||||
Deferred costs, net | 118,685 | (1,093 | ) | (B1) | 117,592 | |||||
Intangible assets, net | 63,969 | — | 63,969 | |||||||
Notes receivable | 17,991 | — | 17,991 | |||||||
Other assets | 57,046 | (457 | ) | (B1) | 56,589 | |||||
Total assets | $ | 4,825,343 | 8,941 | $ | 4,834,284 | |||||
LIABILITIES AND BENEFICIARIES’ EQUITY | ||||||||||
Mortgage notes payable | $ | 508,210 | — | $ | 508,210 | |||||
Unsecured credit facility | — | — | — | |||||||
Unsecured term loan | 600,000 | — | 600,000 | |||||||
Unsecured senior notes, net of discounts | 1,566,240 | — | 1,566,240 | |||||||
Accounts payable and accrued expenses | 72,832 | — | 72,832 | |||||||
Distributions payable | 23,860 | — | 23,860 | |||||||
Deferred income, gains and rent | 99,905 | (94 | ) | (B1) | 99,811 | |||||
Acquired lease intangibles, net | 33,278 | — | 33,278 | |||||||
Other liabilities | 45,576 | (650 | ) | (B1) | 44,926 | |||||
Total liabilities | 2,949,901 | (744 | ) | 2,949,157 | ||||||
Commitments and contingencies | ||||||||||
Redeemable limited partnership units at redemption value | 39,785 | — | 39,785 | |||||||
Brandywine Operating Partnership's Equity: | ||||||||||
7.50% Series D Preferred Mirror Units | 47,912 | — | 47,912 | |||||||
7.375% Series E Preferred Mirror Units | 55,538 | — | 55,538 | |||||||
General Partnership Capital | 1,738,348 | 9,685 | (B3) | 1,748,033 | ||||||
Accumulated other comprehensive loss | (6,141 | ) | — | (6,141 | ) | |||||
Total Brandywine Operating Partnership's Equity | 1,835,657 | 9,685 | 1,845,342 | |||||||
Total liabilities and partners' equity | $ | 4,825,343 | $ | 8,941 | $ | 4,834,284 | ||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
8
Exhibit 99.1
Brandywine Operating Partnership, L.P. | |||||||||
Unaudited Pro Forma Consolidated Income Statement | |||||||||
For the three months ended March 31, 2012 | |||||||||
(in thousands, except per share data) | |||||||||
As Reported (C) | Amounts transferred to discontinued operations (D) | Pro Forma | |||||||
Revenue: | |||||||||
Rents | $ | 116,296 | (1,398 | ) | $ | 114,898 | |||
Tenant reimbursements | 19,332 | (323 | ) | 19,009 | |||||
Termination fees | 1,497 | — | 1,497 | ||||||
Third party management fees, labor reimbursement and leasing | 3,142 | — | 3,142 | ||||||
Other | 1,534 | (2 | ) | 1,532 | |||||
Total revenue | 141,801 | (1,723 | ) | 140,078 | |||||
Operating Expenses: | |||||||||
Property operating expenses | 40,197 | (575 | ) | 39,622 | |||||
Real estate taxes | 14,333 | (157 | ) | 14,176 | |||||
Third party management expenses | 1,250 | — | 1,250 | ||||||
Depreciation and amortization | 50,502 | (711 | ) | 49,791 | |||||
General and administrative expenses | 6,050 | — | 6,050 | ||||||
Total operating expenses | 112,332 | (1,443 | ) | 110,889 | |||||
Operating income | 29,469 | (280 | ) | 29,189 | |||||
Other Income (Expense): | |||||||||
Interest income | 483 | — | 483 | ||||||
Interest expense | (34,144 | ) | — | (34,144 | ) | ||||
Interest expense — amortization of deferred financing costs | (1,311 | ) | — | (1,311 | ) | ||||
Interest expense-financing obligation | (182 | ) | — | (182 | ) | ||||
Equity in income of real estate ventures | 44 | — | 44 | ||||||
Loss on early extinguishment of debt | (248 | ) | — | (248 | ) | ||||
Loss from continuing operations | (5,889 | ) | (280 | ) | (6,169 | ) | |||
Income allocated to Preferred Units | (1,998 | ) | — | (1,998 | ) | ||||
Amount allocated to unvested restricted shareholders | (96 | ) | — | (96 | ) | ||||
Net loss from continuing operations allocated to Common Partnership | $ | (7,983 | ) | $ | (280 | ) | $ | (8,263 | ) |
Per share Data: | |||||||||
Basic earnings (loss) per Common Partnership Unit: | |||||||||
Continuing operations | $ | (0.05 | ) | $ | (0.06 | ) | |||
Diluted earnings (loss) per Common Partnership Unit: | |||||||||
Continuing operations | $ | (0.05 | ) | $ | (0.06 | ) | |||
Basic weighted average common partnership units outstanding | 145,485 | 145,485 | |||||||
Diluted weighted average common partnership units outstanding | 145,485 | 145,485 | |||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements
9
Exhibit 99.1
Brandywine Operating Partnership, L.P. | ||||||||||||
Unaudited Pro Forma Consolidated Income Statement | ||||||||||||
For the three months ended March 31, 2011 | ||||||||||||
(in thousands, except per share data) | ||||||||||||
As Reported (C) | Amounts transferred to discontinued operations (D) | Other (F) | Pro Forma | |||||||||
Revenue: | ||||||||||||
Rents | $ | 117,362 | (1,429 | ) | — | $ | 115,933 | |||||
Tenant reimbursements | 22,532 | (587 | ) | — | 21,945 | |||||||
Termination fees | 568 | — | — | 568 | ||||||||
Third party management fees, labor reimbursement and leasing | 2,753 | — | — | 2,753 | ||||||||
Other | 1,083 | (58 | ) | — | 1,025 | |||||||
Total revenue | 144,298 | (2,074 | ) | — | 142,224 | |||||||
Operating Expenses: | ||||||||||||
Property operating expenses | 45,002 | (710 | ) | — | 44,292 | |||||||
Real estate taxes | 13,958 | (168 | ) | — | 13,790 | |||||||
Third party management expenses | 1,510 | — | — | 1,510 | ||||||||
Depreciation and amortization | 50,295 | (546 | ) | — | 49,749 | |||||||
General and administrative expenses | 6,244 | — | — | 6,244 | ||||||||
Total operating expenses | 117,009 | (1,424 | ) | — | 115,585 | |||||||
Operating income | 27,289 | (650 | ) | — | 26,639 | |||||||
Other Income (Expense): | ||||||||||||
Interest income | 441 | — | — | 441 | ||||||||
Interest expense | (32,393 | ) | — | 675 | (31,718 | ) | ||||||
Interest expense — amortization of deferred financing costs | (928 | ) | — | — | (928 | ) | ||||||
Equity in income of real estate ventures | 1,233 | — | — | 1,233 | ||||||||
Net gain on sale of interests in real estate | 2,791 | — | — | 2,791 | ||||||||
Income (loss) from continuing operations | (1,567 | ) | (650 | ) | 675 | (1,542 | ) | |||||
Income allocated to Preferred Units | (1,998 | ) | — | — | (1,998 | ) | ||||||
Amount allocated to unvested restricted shareholders | (142 | ) | — | — | (142 | ) | ||||||
Net income (loss) from continuing operations allocated to Common Partnership Units | $ | (3,707 | ) | $ | (650 | ) | $ | 675 | $ | (3,682 | ) | |
Per share Data: | ||||||||||||
Basic earnings (loss) per Common Partnership Unit: | ||||||||||||
Continuing operations | $ | (0.03 | ) | $ | (0.03 | ) | ||||||
Diluted earnings (loss) per Common Partnership Unit: | ||||||||||||
Continuing operations | $ | (0.03 | ) | $ | (0.03 | ) | ||||||
Basic weighted average common partnership units outstanding | 144,480 | 144,480 | ||||||||||
Diluted weighted average common partnership units outstanding | 144,480 | 144,480 | ||||||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements
10
Exhibit 99.1
Brandywine Operating Partnership, L.P. | |||||||||||||||
Unaudited Pro Forma Consolidated Income Statement | |||||||||||||||
For the year ended December 31, 2011 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
As Reported (C) | Amounts transferred to discontinued operations (D) | Other Pro forma Adjustments (E) | Other (F) | Pro Forma | |||||||||||
Revenue: | |||||||||||||||
Rents | $ | 480,600 | (5,836 | ) | (9,084 | ) | — | $ | 465,680 | ||||||
Tenant reimbursements | 81,236 | (1,761 | ) | (110 | ) | — | 79,365 | ||||||||
Termination fees | 2,993 | — | — | — | 2,993 | ||||||||||
Third party management fees, labor reimbursement and leasing | 11,536 | — | — | — | 11,536 | ||||||||||
Other | 5,440 | (39 | ) | (7 | ) | — | 5,394 | ||||||||
Total revenue | 581,805 | (7,636 | ) | (9,201 | ) | — | 564,968 | ||||||||
Operating Expenses: | |||||||||||||||
Property operating expenses | 171,991 | (2,272 | ) | (1,690 | ) | — | 168,029 | ||||||||
Real estate taxes | 56,230 | (663 | ) | (999 | ) | — | 54,568 | ||||||||
Third party management expenses | 5,590 | — | — | — | 5,590 | ||||||||||
Depreciation and amortization | 217,680 | (2,350 | ) | (3,788 | ) | — | 211,542 | ||||||||
General and administrative expenses | 24,602 | — | — | — | 24,602 | ||||||||||
Total operating expenses | 476,093 | (5,285 | ) | (6,477 | ) | — | 464,331 | ||||||||
Operating income | 105,712 | (2,351 | ) | (2,724 | ) | — | 100,637 | ||||||||
Other Income (Expense): | |||||||||||||||
Interest income | 1,813 | — | — | — | 1,813 | ||||||||||
Historic tax credit transaction income | 12,026 | — | — | — | 12,026 | ||||||||||
Interest expense | (131,405 | ) | — | 4,856 | 2,759 | (123,790 | ) | ||||||||
Interest expense — amortization of deferred financing costs | (4,991 | ) | — | — | — | (4,991 | ) | ||||||||
Equity in income of real estate ventures | 3,775 | — | — | — | 3,775 | ||||||||||
Net gain on sale of interests in real estate | 2,791 | — | — | — | 2,791 | ||||||||||
Net gain on sale of undepreciated real estate | 45 | — | — | — | 45 | ||||||||||
Loss on real estate venture formation | (222 | ) | — | — | — | (222 | ) | ||||||||
Loss on early extinguishment of debt | (2,776 | ) | — | — | — | (2,776 | ) | ||||||||
Income (loss) from continuing operations | (13,232 | ) | (2,351 | ) | 2,132 | 2,759 | (10,692 | ) | |||||||
Income allocated to Preferred Units | (7,992 | ) | — | — | — | (7,992 | ) | ||||||||
Amount allocated to unvested restricted shareholders | (505 | ) | — | — | — | (505 | ) | ||||||||
Net income (loss) from continuing operations allocated to Common Partnership Units | $ | (21,729 | ) | $ | (2,351 | ) | $ | 2,132 | $ | 2,759 | $ | (19,189 | ) | ||
Per share Data: | |||||||||||||||
Basic earnings (loss) per Common Partnership Unit: | |||||||||||||||
Continuing operations | $ | (0.15 | ) | $ | (0.13 | ) | |||||||||
Diluted earnings (loss) per Common Partnership Unit: | |||||||||||||||
Continuing operations | $ | (0.15 | ) | $ | (0.13 | ) | |||||||||
Basic weighted average common partnership units outstanding | 145,119 | 145,119 | |||||||||||||
Diluted weighted average common partnership units outstanding | 145,119 | 145,119 | |||||||||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
11
Exhibit 99.1
Brandywine Operating Partnership, L.P. | |||||||||||||||
Unaudited Pro Forma Consolidated Income Statement | |||||||||||||||
For the year ended December 31, 2010 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
As Reported (C) | Amounts transferred to discontinued operations (D) | Other Pro forma Adjustments (E) | Other (F) | Pro Forma | |||||||||||
Revenue: | |||||||||||||||
Rents | $ | 461,101 | (5,970 | ) | (9,085 | ) | — | $ | 446,046 | ||||||
Tenant reimbursements | 77,139 | (1,569 | ) | (15 | ) | — | 75,555 | ||||||||
Termination fees | 5,576 | (43 | ) | — | — | 5,533 | |||||||||
Third party management fees, labor reimbursement and leasing | 11,830 | — | — | — | 11,830 | ||||||||||
Other | 4,310 | (4 | ) | — | — | 4,306 | |||||||||
Total revenue | 559,956 | (7,586 | ) | (9,100 | ) | — | 543,270 | ||||||||
Operating Expenses: | |||||||||||||||
Property operating expenses | 167,911 | (1,967 | ) | (1,667 | ) | — | 164,277 | ||||||||
Real estate taxes | 53,564 | (687 | ) | (552 | ) | — | 52,325 | ||||||||
Third party management expenses | 5,866 | — | — | — | 5,866 | ||||||||||
Depreciation and amortization | 210,592 | (2,267 | ) | (3,791 | ) | — | 204,534 | ||||||||
General and administrative expenses | 23,306 | — | — | — | 23,306 | ||||||||||
Total operating expenses | 461,239 | (4,921 | ) | (6,010 | ) | — | 450,308 | ||||||||
Operating income | 98,717 | (2,665 | ) | (3,090 | ) | — | 92,962 | ||||||||
Other Income (Expense): | |||||||||||||||
Interest income | 3,222 | — | — | — | 3,222 | ||||||||||
Interest expense | (132,640 | ) | — | 4,617 | 2,624 | (125,399 | ) | ||||||||
Interest expense — amortization of deferred financing costs | (3,770 | ) | — | — | — | (3,770 | ) | ||||||||
Equity in income of real estate ventures | 5,305 | — | — | — | 5,305 | ||||||||||
Loss on early extinguishment of debt | (2,110 | ) | — | — | — | (2,110 | ) | ||||||||
Income (loss) from continuing operations | (31,276 | ) | (2,665 | ) | 1,527 | 2,624 | (29,790 | ) | |||||||
Distribution to Preferred Shares | (7,992 | ) | — | — | — | (7,992 | ) | ||||||||
Amount allocated to unvested restricted shareholders | (512 | ) | — | — | — | (512 | ) | ||||||||
Net income (loss) from continuing operations allocated to Common Partnership Units | $ | (39,780 | ) | $ | (2,665 | ) | $ | 1,527 | $ | 2,624 | $ | (38,294 | ) | ||
Per share data: | |||||||||||||||
Basic earnings (loss) per Common Partnership Unit: | |||||||||||||||
Continuing operations | $ | (0.29 | ) | $ | (0.28 | ) | |||||||||
Diluted earnings (loss) per Common Partnership Unit: | |||||||||||||||
Continuing operations | $ | (0.29 | ) | $ | (0.28 | ) | |||||||||
Basic weighted average common partnership units outstanding | 137,455 | 137,455 | |||||||||||||
Diluted weighted average common partnership units outstanding | 137,455 | 137,455 | |||||||||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
12
Exhibit 99.1
Brandywine Operating Partnership, L.P. | ||||||||||||||
Unaudited Pro Forma Consolidated Income Statement | ||||||||||||||
For the year ended December 31, 2009 | ||||||||||||||
(in thousands, except per share data) | ||||||||||||||
As Reported (C) | Amounts transferred to discontinued operations (D) | Other Pro forma Adjustments (E) | Other (F) | Pro Forma | ||||||||||
Revenue: | ||||||||||||||
Rents | $ | 467,188 | (5,999 | ) | (4,676 | ) | — | $ | 456,513 | |||||
Tenant reimbursements | 76,652 | (1,149 | ) | (250 | ) | — | 75,253 | |||||||
Termination fees | 3,601 | (216 | ) | — | — | 3,385 | ||||||||
Third party management fees, labor reimbursement and leasing | 17,151 | — | — | — | 17,151 | |||||||||
Other | 3,328 | (23 | ) | — | — | 3,305 | ||||||||
Total revenue | 567,920 | (7,387 | ) | (4,926 | ) | — | 555,607 | |||||||
Operating Expenses: | ||||||||||||||
Property operating expenses | 162,940 | (1,518 | ) | (1,277 | ) | — | 160,145 | |||||||
Real estate taxes | 56,224 | (668 | ) | (1,082 | ) | — | 54,474 | |||||||
Third party management expenses | 7,996 | — | — | — | 7,996 | |||||||||
Depreciation and amortization | 203,572 | (1,916 | ) | (2,113 | ) | 199,543 | ||||||||
General and administrative expenses | 20,821 | — | — | — | 20,821 | |||||||||
Total operating expenses | 451,553 | (4,102 | ) | (4,472 | ) | — | 442,979 | |||||||
Operating income | 116,367 | (3,285 | ) | (454 | ) | — | 112,628 | |||||||
Other Income (Expense): | ||||||||||||||
Interest income | 2,499 | — | — | — | 2,499 | |||||||||
Interest expense | (135,740 | ) | — | 5,065 | 2,878 | (127,797 | ) | |||||||
Interest expense — amortization of deferred financing costs | (5,864 | ) | — | — | — | (5,864 | ) | |||||||
Recognized hedge activity | (916 | ) | — | — | — | (916 | ) | |||||||
Equity in income of real estate ventures | 4,069 | — | — | — | 4,069 | |||||||||
Net loss on sale of interests in real estate | (3 | ) | — | — | — | (3 | ) | |||||||
Gain on early extinguishment of debt | 23,176 | — | — | — | 23,176 | |||||||||
Income (loss) from continuing operations before non-controlling interest | 3,588 | (3,285 | ) | 4,611 | 2,878 | 7,792 | ||||||||
Net income attributable to non-controlling interests | (30 | ) | — | — | (30 | ) | ||||||||
Net (income) loss from continuing operations | 3,558 | (3,285 | ) | 4,611 | 2,878 | 7,762 | ||||||||
Distribution to Preferred Shares | (7,992 | ) | — | — | — | (7,992 | ) | |||||||
Amount allocated to unvested restricted shareholders | (279 | ) | — | — | — | (279 | ) | |||||||
Net income (loss) from continuing operations allocated to Common Partnership Units | $ | (4,713 | ) | $ | (3,285 | ) | $ | 4,611 | 2,878 | $ | (509 | ) | ||
Per share data: | ||||||||||||||
Basic earnings (loss) per Common Partnership Unit: | ||||||||||||||
Continuing operations | $ | (0.04 | ) | $ | — | |||||||||
Diluted earnings (loss) per Common Partnership Unit: | ||||||||||||||
Continuing operations | $ | (0.04 | ) | $ | — | |||||||||
Basic weighted average common partnership units outstanding | 114,713 | 114,713 | ||||||||||||
Diluted weighted average common partnership units outstanding | 116,066 | 116,066 | ||||||||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
13
Exhibit 99.1
BRANDYWINE REALTY TRUST AND BRANDYWINE OPERATING PARTNERSHIP, L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Pro Forma Adjustments
(A) | Reflects the Company's consolidated balance sheet as of March 31, 2012, as contained in the historical financial statements and notes thereto presented in the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2012. |
(B) | The pro forma adjustments represent the elimination of the assets and liabilities of the Properties sold. These adjustments also include the receipt of proceeds of approximately $50.9 million, net of adjustments and costs of approximately $1.8 million. |
(B1) Represents the sale of the Properties' assets and liabilities.
(B2) Represents net proceeds received by Brandywine upon sale of the Properties.
(B3) Represents the estimated gain on sale recognized by Brandywine upon completion of the sale transaction as if the sale occurred as of March 31, 2012, and was calculated as follows:
Sale price of the Properties | $ | 52,700,000 | |
Less: Estimated closing costs | (1,788,552 | ) | |
Less: Property basis as of March 31, 2012 | (41,225,469 | ) | |
Total estimated gain (i) | 9,685,979 | ||
(i) The Company is recording an estimated $9.9 million gain on sale from this transaction as of July 18, 2012 as a result of additional depreciation expense and changes in the basis from March 31, 2012.
(C) | Reflects the consolidated results of operations for the Company for the three months ended March 31, 2012 and 2011 and the years ended December 31, 2011, 2010 and 2009, respectively, as contained in the historical financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 and the Quarterly Report on Form 10-Q for the three months ended March 31, 2012. |
(D) | Represents revenues and expenses of the Properties sold for the three months ended March 31, 2012 and 2011 and for years ended December 31, 2011, 2010 and 2009, respectively. |
(E) | Represents revenues and expenses of a 268,240 square foot property located in Herndon, Virginia that was previously disclosed on Form 8-K filed on March 23, 2012 to comply with Article 11 of Regulation S-X for years ended December 31, 2011, 2010 and 2009, respectively. |
(F) | Represents an adjustment made to interest expense in connection with the sale of the Properties. Interest expense represents the elimination of interest expense on a portion of the Company's unsecured revolving credit facility that was repaid with proceeds from the sale as if the sale occurred on January 1, 2009 using actual monthly interest rates on the revolving credit facility over the periods. Each 1/8 of 1% decrease in the interest rate of the revolving credit facility will decrease interest expense by approximately $0.1 million for each of the years ended December 31, 2011, 2010 and 2009, respectively and a nominal amount for the three months ending March 31, 2011. There is no decrease in interest expense for the three months ending March 31, 2012 as there was no outstanding balance on the Company's unsecured credit facility. |
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