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) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
99.1
|
Brandywine Realty Trust Press Release dated April 30, 2008 |
Brandywine Realty Trust |
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By: | /s/ Howard M. Sipzner | ||||
Howard M. Sipzner | |||||
Executive Vice President and Chief
Financial Officer |
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Brandywine Operating Partnership, its sole General Partner |
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By: | /s/ Howard M. Sipzner | ||||
Howard M. Sipzner | |||||
Executive Vice President and Chief
Financial Officer |
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Exhibit | |||
No. | Description | ||
99.1
|
Press Release dated April 30, 2008 |
Press Contact: Marge Boccuti Manager, Investor Relations 610-832-7702 marge.boccuti@bdnreit.com |
Investor Contact: Howard M. Sipzner EVP & CFO 610-832-4907 howard.sipzner@bdnreit.com |
§ | Funds from operations (FFO) totaled $62.4 million or $0.69 per diluted share in the first quarter of 2008, compared to $58.6 million or $0.63 per diluted share in the first quarter of 2007. FFO in the first quarter of 2008 included a $3.4 million gain ($0.04 per diluted share) attributable to the early extinguishment of a portion of an unsecured debt obligation. | ||
§ | Net income allocated to common shares totaled $12.7 million or $0.15 per diluted share in the first quarter of 2008 compared to $17.4 million or $0.19 per diluted share in the first quarter of 2007. Net income in the first quarter of 2008 included an $8.0 million gain ($0.09 per diluted share) on the disposition of discontinued real estate, while net income in the first quarter of 2007 included a $26.0 million gain ($0.29 per diluted share) on the disposition of discontinued real estate. |
§ | At March 31, 2008, our core portfolio was 93.3% occupied and 94.6% leased (reflecting leases commencing after March 31, 2008) versus 93.0% and 94.3%, respectively, at March 31, 2007. We owned 255 properties at March 31, 2008, encompassing 241 properties in our core portfolio aggregating 25.0 million square feet and 14 properties under development or redevelopment aggregating 3.7 million square feet. | ||
§ | During the first quarter, our net operating income (NOI) for our same store portfolio increased 1.9% on a GAAP basis and 5.0% on a cash basis for the 228 same store properties which were 93.5% occupied on both March 31, 2008 and March 31, 2007. Our overall NOI margin on a GAAP basis was 61.3% for the first quarter of 2008 versus 61.5% for the first quarter of 2007. | ||
§ | For the first quarter of 2008, our core portfolio retention rate was 82.4%, though we had negative net absorption of 113,671 square feet. We achieved a 1.4% increase on our renewal rental rates and a 7.3% increase on our new lease rental rates, both on a GAAP basis. |
§ | We acquired no properties in the first quarter of 2008. | ||
§ | During the first quarter of 2008, we sold two properties, 1400 Howard Boulevard in Mount Laurel, New Jersey and 7130 Ambassador Drive in Allentown, Pennsylvania, for $22.0 million and $5.8 million, respectively, and realized total gains on the sales of $8.0 million. We also sold a parcel of land in Richmond, Virginia for $376,000 and realized a loss of $24,000 on that sale. Subsequent to quarter end, we sold 100 Brandywine Boulevard, an office building in Newtown, Pennsylvania for $28.0 million. |
555 East Lancaster Avenue, Suite 100; Radnor, PA 19087 | Phone: (610) 325-5600 Fax: (610) 325-5622 |
§ | At March 31, 2008, we were actively proceeding on seven ground-up developments and seven redevelopments with total estimated costs of $725.8 million of which $414.9 million remained to be funded. These amounts include $375.0 million of costs for the combined 30th Street Post Office and garage development in Philadelphia, Pennsylvania of which $313.8 million remained to be funded at March 31, 2008, for the most part in 2009 and 2010. At March 31, 2008, the total leasing rates for our seven ground-up developments and seven redevelopments were 58.3% and 71.3%, respectively. | ||
§ | In the first quarter of 2008, we incurred $6.8 million of revenue maintaining capital expenditures which combined with other adjustments to FFO brings our cash available for distribution (CAD) for the first quarter of 2008 to $0.51 per diluted share compared to $0.34 per diluted share in the first quarter of 2007. Our first quarter 2008 CAD payout ratio ($0.44 dividend / $0.51 CAD) was 86.3%. |
§ | During the first quarter of 2008, we repurchased $24.5 million of our $345.0 million 3.875% Guaranteed Exchangeable Notes at an average price of 86.3036% which resulted in the $3.4 million gain we reported for the early extinguishment of debt. Subsequent to quarter end, we repurchased an additional $7.0 million of these notes at an average price of 85.9107% which resulted in a $1.0 million gain which we expect to report in the second quarter for the early extinguishment of debt. We funded these repurchases from a combination of proceeds from asset sales, cash flow from operations and borrowings under our unsecured revolving credit facilities. | ||
§ | Subsequent to quarter end, we exercised the accordion feature on our $150.0 million unsecured term loan and funded an additional $33.0 million, bringing its total outstanding balance to $183.0 million. All amounts outstanding under the term loan bear interest at a periodic rate of LIBOR plus 80 basis points. The net proceeds of the term loan increase were used to reduce indebtedness under our unsecured revolving credit facilities. | ||
§ | At March 31, 2008, our net debt to gross assets measured 53.1% compared to 53.6% at December 31, 2007, making it two consecutive quarters in which we have reduced this leverage metric. At March 31, 2008, we had $468.0 million available for use and drawdown under our various credit facilities. | ||
§ | We achieved a 2.7 times interest coverage ratio for the quarter ended March 31, 2008 versus 2.6 for the quarter ended March 31, 2007. |
2
Guidance for 2008 | Range or Value | |||||||||||
Earnings per diluted share allocated to common shareholders |
$ | 0.05 | to | $ | 0.15 | |||||||
Less: gains on the sale of real estate |
(0.09 | ) | (0.09 | ) | ||||||||
Plus: real estate depreciation and amortization |
2.50 | 2.50 | ||||||||||
FFO per diluted share |
$ | 2.46 | to | $ | 2.56 | |||||||
3
4
5
March 31, | December 31, | |||||||
2008 | 2007 | |||||||
ASSETS |
||||||||
Real estate investments: |
||||||||
Operating properties |
$ | 4,815,994 | $ | 4,813,563 | ||||
Accumulated depreciation |
(589,115 | ) | (558,908 | ) | ||||
4,226,879 | 4,254,655 | |||||||
Development land and construction-in-progress |
425,949 | 402,270 | ||||||
4,652,828 | 4,656,925 | |||||||
Cash and cash equivalents |
3,852 | 5,600 | ||||||
Accounts receivable, net |
14,065 | 17,057 | ||||||
Accrued rent receivable, net |
87,623 | 83,098 | ||||||
Investment in real estate ventures |
72,310 | 71,598 | ||||||
Deferred costs, net |
89,202 | 87,123 | ||||||
Intangible assets, net |
204,627 | 218,149 | ||||||
Other assets |
76,295 | 74,549 | ||||||
Total assets |
$ | 5,200,802 | $ | 5,214,099 | ||||
LIABILITIES AND BENEFICIARIES EQUITY |
||||||||
Mortgage notes payable, including premiums |
$ | 608,337 | $ | 611,898 | ||||
Unsecured term loan |
150,000 | 150,000 | ||||||
Borrowings under credit facilities |
138,447 | 130,727 | ||||||
Unsecured senior notes, net of discounts |
2,183,981 | 2,208,344 | ||||||
Accounts payable and accrued expenses |
112,884 | 80,732 | ||||||
Distributions payable |
42,336 | 42,368 | ||||||
Tenant security deposits and deferred rents |
65,747 | 65,241 | ||||||
Acquired lease intangibles, net |
63,249 | 67,281 | ||||||
Other liabilities |
38,964 | 30,154 | ||||||
Total liabilities |
3,403,945 | 3,386,745 | ||||||
Minority interest |
80,992 | 84,119 | ||||||
Beneficiaries equity: |
||||||||
Preferred shares Series C |
20 | 20 | ||||||
Preferred shares Series D |
23 | 23 | ||||||
Common shares |
871 | 870 | ||||||
Additional paid-in capital |
2,319,355 | 2,319,412 | ||||||
Common shares in treasury |
(50,268 | ) | (53,449 | ) | ||||
Cumulative earnings |
494,856 | 480,215 | ||||||
Accumulated other comprehensive loss |
(6,489 | ) | (1,885 | ) | ||||
Cumulative distributions |
(1,042,503 | ) | (1,001,971 | ) | ||||
Total beneficiaries equity |
1,715,865 | 1,743,235 | ||||||
Total liabilities and beneficiaries equity |
$ | 5,200,802 | $ | 5,214,099 | ||||
- 6 -
Three Months Ended March 31, | ||||||||
2008 | 2007 | |||||||
Revenue |
||||||||
Rents |
$ | 137,472 | $ | 137,346 | ||||
Tenant reimbursements |
19,751 | 20,619 | ||||||
Termination fees |
3,257 | 1,329 | ||||||
Third party management fees, labor reimbursement and leasing |
5,679 | 4,335 | ||||||
Other |
832 | 1,168 | ||||||
Total revenue |
166,991 | 164,797 | ||||||
Operating Expenses |
||||||||
Property operating expenses |
45,456 | 45,040 | ||||||
Real estate taxes |
16,903 | 15,922 | ||||||
Third party management expenses |
2,246 | 2,495 | ||||||
Depreciation and amortization |
55,871 | 61,906 | ||||||
General & administrative expenses |
5,004 | 7,269 | ||||||
Total operating expenses |
125,480 | 132,632 | ||||||
Operating income |
41,511 | 32,165 | ||||||
Other income (expense) |
||||||||
Interest income |
209 | 787 | ||||||
Interest expense |
(37,450 | ) | (40,358 | ) | ||||
Deferred financing costs |
(1,508 | ) | (1,258 | ) | ||||
Equity in income of real estate ventures |
1,115 | 754 | ||||||
Net loss on disposition of undepreciated real estate |
(24 | ) | | |||||
Gain on early distinguishment of debt |
3,356 | | ||||||
Income (loss) before minority interest and discontinued operations |
7,209 | (7,910 | ) | |||||
Minority interest partners share of consolidated real estate ventures |
(40 | ) | (116 | ) | ||||
Minority interest attributable to continuing operations LP units |
(217 | ) | 428 | |||||
Income (loss) from continuing operations |
6,952 | (7,598 | ) | |||||
Discontinued operations: |
||||||||
Income from discontinued operations |
53 | 2,164 | ||||||
Net gain on disposition of discontinued operations |
7,981 | 26,009 | ||||||
Minority interest attributable to discontinued operations LP
units |
(338 | ) | (1,203 | ) | ||||
7,696 | 26,970 | |||||||
Net income |
14,648 | 19,372 | ||||||
Income allocated to Preferred Shares |
(1,998 | ) | (1,998 | ) | ||||
Income allocated to Common Shares |
$ | 12,650 | $ | 17,374 | ||||
PER SHARE DATA |
||||||||
Basic income per Common Share |
$ | 0.15 | $ | 0.20 | ||||
Basic weighted-average shares outstanding |
87,073,721 | 88,287,426 | ||||||
Diluted income per Common Share |
$ | 0.15 | $ | 0.19 | ||||
Diluted weighted-average shares outstanding |
87,088,131 | 89,236,342 |
- 7 -
Three Months Ended March 31, | ||||||||
2008 | 2007 | |||||||
Reconciliation of Net Income to Funds from Operations (FFO): |
||||||||
Net income allocated to common shares |
$ | 12,650 | $ | 17,374 | ||||
Add (deduct): |
||||||||
Minority interest attributable to continuing operations LP units |
217 | (428 | ) | |||||
Net loss on sale of undepreciated real estate |
24 | | ||||||
Minority interest attributable to discontinued operations LP units |
338 | 1,203 | ||||||
Net gain on disposition of discontinued operations |
(7,981 | ) | (26,009 | ) | ||||
Gain (loss) before net gains on sale of interests in real estate and minority interest |
5,248 | (7,860 | ) | |||||
Add: |
||||||||
Depreciation and amortization: |
||||||||
Real property continuing operations |
39,683 | 45,109 | ||||||
Leasing costs
(includes acquired intangibles)
continuing operations |
15,575 | 16,115 | ||||||
Real property discontinued operations |
66 | 2,759 | ||||||
Leasing costs
(includes acquired intangibles)
discontinued operations |
3 | 1,976 | ||||||
Companys share of unconsolidated real estate ventures |
2,067 | 1,444 | ||||||
Partners share of consolidated real estate ventures |
(218 | ) | (954 | ) | ||||
Funds from operations |
$ | 62,424 | $ | 58,589 | ||||
FFO per share fully diluted |
$ | 0.69 | $ | 0.63 | ||||
Weighted-average shares/units outstanding fully diluted |
90,909,415 | 93,175,950 | ||||||
Distributions per Common Share |
$ | 0.44 | $ | 0.44 | ||||
Payout ratio of FFO (Distribution per Common Share divided by FFO per Share) |
63.8 | % | 69.8 | % | ||||
CASH AVAILABLE FOR DISTRIBUTION (CAD): |
||||||||
Funds from operations |
$ | 62,424 | $ | 58,589 | ||||
Add (deduct): |
||||||||
Rental income from straight-line rent, including discontinued operations |
(6,609 | ) | (8,632 | ) | ||||
Deferred market rental income, including discontinued operations |
(2,278 | ) | (3,613 | ) | ||||
Companys share of unconsolidated real estate ventures straight-line rent and deferred market
rent |
(505 | ) | (385 | ) | ||||
Partners share of consolidated real estate ventures straight-line rent and deferred market
rent |
(39 | ) | (39 | ) | ||||
Operating expense from straight-line rent |
383 | 374 | ||||||
Net loss on sale of undepreciated real estate |
(24 | ) | | |||||
Deferred compensation costs |
1,307 | 1,213 | ||||||
Fair market value amortization mortgage notes payable |
(1,073 | ) | (1,019 | ) | ||||
Revenue maintaining capital expenditures |
||||||||
Building improvements |
(240 | ) | (707 | ) | ||||
Tenant improvements |
(3,825 | ) | (11,236 | ) | ||||
Lease commissions |
(2,731 | ) | (3,143 | ) | ||||
Total revenue maintaining capital expenditures |
(6,796 | ) | (15,086 | ) | ||||
Cash available for distribution |
$ | 46,790 | $ | 31,402 | ||||
CAD per share fully diluted |
$ | 0.51 | $ | 0.34 | ||||
Weighted-average shares/units outstanding fully diluted |
90,909,415 | 93,175,950 | ||||||
Distributions per Common Share |
$ | 0.44 | $ | 0.44 | ||||
Payout ratio of CAD (Distribution per Common Share divided by CAD per Share) |
86.3 | % | 129.4 | % |
- 8 -
Three-months ended March 31, | ||||||||
2008 | 2007 | |||||||
Revenue |
||||||||
Rents |
$ | 122,336 | $ | 122,167 | ||||
Tenant reimbursements |
17,437 | 18,521 | ||||||
Termination fees |
3,257 | 494 | ||||||
Other |
558 | 736 | ||||||
143,588 | 141,918 | |||||||
Operating expenses |
||||||||
Property operating expenses |
40,006 | 41,050 | ||||||
Real estate taxes |
14,407 | 13,335 | ||||||
Net operating income |
$ | 89,175 | $ | 87,533 | ||||
Net operating income percentage increase over prior year |
1.9 | % | ||||||
Net operating income |
$ | 89,175 | $ | 87,533 | ||||
Straight line rents |
(4,214 | ) | (5,453 | ) | ||||
FAS 141 rents |
(1,739 | ) | (2,849 | ) | ||||
Cash Net operating income |
$ | 83,222 | $ | 79,231 | ||||
Cash Net operating income percentage increase over prior year |
5.0 | % | ||||||
Three-months ended March 31, | ||||||||
2008 | 2007 | |||||||
Net Income |
$ | 14,648 | $ | 19,372 | ||||
Add/(deduct): |
||||||||
Interest income |
(209 | ) | (787 | ) | ||||
Interest expense |
37,450 | 40,358 | ||||||
Deferred financing costs |
1,508 | 1,258 | ||||||
Equity in income of real estate ventures |
(1,115 | ) | (754 | ) | ||||
Depreciation and amortization |
55,871 | 61,906 | ||||||
Net loss on sale of undepreciated real estate |
24 | | ||||||
Gain on extinguishment of debt |
(3,356 | ) | | |||||
General & administrative expenses |
5,004 | 7,269 | ||||||
Minority interest partners share of consolidated real estate ventures |
40 | 116 | ||||||
Minority interest attributable to continuing operations LP units |
217 | (428 | ) | |||||
Income from discontinued operations |
(7,696 | ) | (26,970 | ) | ||||
Consolidated net operating income |
102,386 | 101,340 | ||||||
Less: Net operating income of non same store properties |
(10,163 | ) | (5,386 | ) | ||||
Less: Eliminations and non-property specific net operating income |
(3,048 | ) | (8,421 | ) | ||||
Same Store net operating income |
$ | 89,175 | $ | 87,533 | ||||
- 9 -