Prepared and filed by St Ives Burrups

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report

Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 22, 2004

BRANDYWINE REALTY TRUST
(Exact name of registrant as specified in its charter)

         
MARYLAND   1-9106   23-2413352



(State or Other Jurisdiction
of Incorporation)
  (Commission
file number)
  (I.R.S. Employer
Identification Number)
 
 
401 Plymouth Road, Plymouth Meeting, Pennsylvania 19462

(Address of principal executive offices)
 
 
(610) 325-5600

(Registrant’s telephone number, including area code)
 

Page 1 of 3 pages

 


Item 7. Financial Statements and Exhibits.

              (c)   Exhibits.

99.1      Press Release dated July 22, 2004

Item 12. Results of Operations and Financial Condition.

              Furnished pursuant to Exhibit 99.1 of this Form 8-K is a press release of the Company dated July 22, 2004.

              The press release includes a “non-GAAP financial measure” within the meaning of the Securities and Exchange Commission’s Regulation G. With respect to such non-GAAP financial measure, the Company has disclosed in the press release the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) and has provided a reconciliation of such non-GAAP financial measure to the most directly comparable GAAP financial measure.
















2


SIGNATURE

              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/ Gerard H. Sweeney

    Title: President and Chief Executive Officer
     

Date: July 22, 2004









3


Prepared and filed by St Ives Burrups

Exhibit 99.1


 

   
FOR IMMEDIATE RELEASE
   
Contact:  
Press Contact: Investor Contact:
  Michael Beckerman   Gerard H. Sweeney
  Beckerman Public Relations   Christopher P. Marr
  908-781-6420   Brandywine Realty Trust
  michael@beckermanpr.com   610-325-5600
      info@brandywinerealty.com

Brandywine Realty Trust Announces Second Quarter 2004 Earnings

PLYMOUTH MEETING, PA, July 22, 2004 - Brandywine Realty Trust (BDN-NYSE) announced today that diluted earnings per share (EPS) was $0.34 for the second quarter of 2004, an increase of $0.05 per share as compared to $0.29 for the second quarter of 2003. Net income was $18.2 million for the second quarter of 2004, an increase of $4.7 million, as compared to $13.5 million for the second quarter of 2003.

Diluted EPS was $0.67 for the six-months ended June 30, 2004, an increase of $0.09 per share, as compared to $0.58 per share for the six months ended June 30, 2003. Net income was $30.6 million for the six months ended June 30, 2004, an increase of $3.2 million, as compared to $27.4 million for the six months ended June 30, 2003.

Funds from operations (FFO) was $32.7 million or $0.67 per share for the second quarter 2004 compared to $31.3 million or $0.67 per share for the second quarter of 2003. FFO for the six months ended June 30, 2004, excluding a $4.5 million preferred share redemption gain in February 2004, was $61.3 million or $1.25 per share as compared to $61.4 million or $1.31 for the same period in 2003. FFO represents a non-generally accepted accounting principle (GAAP) financial measure. A table reconciling FFO to net income, the GAAP measure that the Company believes to be most directly comparable, is within the consolidated financial statements included in this release.

Brandywine President and Chief Executive Officer, Gerard H. Sweeney, commented, "We continued to successfully execute our business plan during the second quarter. We were pleased to achieve positive rent growth on new leases and lower capital costs than we’ve experienced over the past few quarters. Receiving an investment grade credit rating from Moody's and closing on our new line of credit are both significant achievements in our ongoing balance sheet strategy. While the real estate market conditions remain challenging, we remain enthusiastic about our growth prospects. We remain excited about our prospects for the balance of the year."

     

401 Plymouth Road, Suite 500 • Plymouth Meeting, PA 19462 Phone: (610) 325-5600 • Fax: (610) 325-5622 • www.brandywinerealty.com

 


Brandywine Realty Trust Summary Portfolio Performance

Payout ratio of FFO was 65.7% for the quarter
Quarterly rental rate growth on new leases was positive 3.0% on a straight-line basis
Quarterly rental rate growth on renewals was negative 8.1% on a straight-line basis
Quarterly retention rate was 77.1%
Portfolio was 90.2% occupied and 90.9% leased as of June 30, 2004
Leases expired or were terminated for approximately 1,100,000 square feet during the quarter
Leases were renewed for approximately 848,000 square feet during the quarter
New leases were signed for approximately 201,000 square feet during the quarter

Distributions

On June 18, 2004, the Board of Trustees declared a regular quarterly dividend distribution of $0.44 per common share that was paid July 15, 2004 to shareholders of record as of July 6, 2004. The Company also announced its dividend for the second quarter of 2004 was $.46875 per 7.50% Series C Cumulative Redeemable Preferred Share and $.46094 per 7.375% Series D Cumulative Redeemable Preferred Share that was paid on July 15, 2004 to holders of record of the Series C and Series D Preferred Shares as of June 30, 2004.

Significant Transactions

In May 2004, the Company replaced its $500 million unsecured credit facility with a $450 million unsecured credit facility. The credit facility will mature in May 2007 and bears interest at LIBOR plus a spread over LIBOR ranging from 0.65% to 1.35% based on the Company’s credit ratings. At June 30, 2004, the Company’s borrowing rate was 2.22% (LIBOR of 1.32% plus a spread over LIBOR of 0.90%). The Company has the option to increase the credit facility to a maximum of $600 million.

During the second quarter, the Company completed the sale of an office property located in King of Prussia, Pennsylvania containing approximately 104,000 square feet and a land parcel located in Richmond, Virginia., for a combined total of approximately $18.2 million.

2004 Financial Outlook

As a result of economic conditions in the Company’s markets, we continue to experience operational challenges that result in difficult earnings visibility. Our expectations for 2004 are based on the following key factors:

A slight increase in average occupancy from levels achieved in 2003 of 1.0% to 1.5%
A slight increase in same-store net operating income ranging from 1.0% to 1.5%
Operating margins and general and administrative margins consistent with those experienced in 2003

Based on these key assumptions, we expect the third quarter 2004 FFO per share to be $0.66 to $0.68 and EPS to be $0.30 to $0.32 and full year 2004 FFO per share to be $2.57 to $2.62 and EPS to be $1.27 to $1.33. These estimates reflect management’s view of current market conditions and certain assumptions with regard to rental rates, occupancy levels and various other assumptions and projections. The estimates may be positively or negatively impacted primarily by the timing and terms of property leases.


Forward-Looking Statements

Estimates of future earnings per share and FFO per share and certain other statements in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements or transactions of the Company and its affiliates to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors relate to, among others: the Company’s ability to lease vacant space and to renew or relet space under expiring leases at expected levels, competition with other real estate companies for tenants, the potential loss or bankruptcy of major tenants, interest rate levels, the availability of debt and equity financing, competition for real estate acquisitions and risks of acquisitions, dispositions and developments, including the cost of construction delays and cost overruns, unanticipated operating and capital costs, the Company’s ability to obtain adequate insurance, including coverage for terrorist acts, dependence upon certain geographic markets, and general and local economic and real estate conditions, including the extent and duration of adverse changes that affect the industries in which the Company’s tenants compete. Additional information on factors which could impact the Company and the forward-looking statements contained herein are included in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report for the year ended December 31, 2003. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Non-GAAP Supplemental Financial Measures

Funds from Operations (FFO)
FFO is a widely recognized measure of REIT performance. Although FFO is a non-GAAP financial measure, the Company believes that information regarding FFO is helpful to shareholders and potential investors. The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company. NAREIT defines FFO as net income (loss) before minority interest of unitholders (preferred and common) and excluding gains (losses) on sales of depreciable operating property and extraordinary items (computed in accordance with GAAP); plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after adjustment for unconsolidated joint ventures. The GAAP measure that the Company believes to be most directly comparable to FFO, net income, includes depreciation and amortization expenses, gains or losses on property sales and minority interest. In computing FFO, the Company eliminates substantially all of these items because, in the Company’s view, they are not indicative of the results from the Company’s property operations. To facilitate a clear understanding of the Company’s historical operating results, FFO should be examined in conjunction with net income (determined in accordance with GAAP) as presented in the financial statements included elsewhere in this release. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income (loss) (determined in accordance with GAAP) as an indication of the Company’s financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor is it indicative of funds available for the Company’s cash needs, including its ability to make cash distributions to shareholders.

Cash Available for Distribution (CAD)
Cash available for distribution, CAD, is a non-GAAP financial measure that is not intended to represent cash flow for the period and is not indicative of cash flow provided by operating activities as determined under GAAP. CAD is presented solely as a supplemental disclosure with respect to liquidity because the Company believes it provides useful information regarding the Company’s ability to fund its dividends. Because all companies do not calculate CAD the same way, the presentation of CAD may not be comparable to similarly titled measures of other companies.

 


     BRANDYWINE REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except per share information)

    June 30,   December 31,  
    2004   2003  
   
 
 
               ASSETS          
Real estate investments:              
   Operating properties   $ 1,902,122   $ 1,869,744  
   Accumulated depreciation     (297,744 )   (268,091 )
   

 

 
      1,604,378     1,601,653  
   Construction-in-progress     63,889     29,787  
   Land held for development     56,646     63,915  
   

 

 
      1,724,913     1,695,355  
               
Cash and cash equivalents     10,545     8,552  
Escrowed cash     15,824     14,388  
Accounts receivable, net     4,515     5,206  
Accrued rent receivable     29,801     26,652  
Investment in marketable securities     235     12,052  
Assets held for sale         5,317  
Investment in unconsolidated joint ventures, at equity     13,586     15,853  
Deferred costs, net     30,213     27,269  
Other assets     35,250     45,132  
   

 

 
         Total assets   $ 1,864,882   $ 1,855,776  
   

 

 
               
LIABILITIES AND BENEFICIARIES' EQUITY              
Mortgage notes payable   $ 450,110   $ 462,659  
Borrowings under Credit Facility     270,000     305,000  
Unsecured term loan     100,000     100,000  
Accounts payable and accrued expenses     26,918     30,290  
Distributions payable     23,667     20,947  
Tenant security deposits and deferred rents     16,399     16,123  
Other liabilities     1,783     15,360  
Liabilities related to assets held for sale         52  
     
   
 
         Total liabilities     888,877     950,431  
               
Minority interest     33,889     134,357  
               
Beneficiaries' equity:              
Preferred Shares (shares authorized-10,000,000):
             
7.25% Series A Preferred Shares, $0.01 par value; shares issued and outstanding-750,000 in 2004 and 2003
          8           8    
7.50% Series C Preferred Shares, $0.01 par value; shares issued and outstanding-2,000,000 in 2004 and 2003
          20           20    
7.375% Series D Preferred Shares, $0.01 par value; shares issued and outstanding-2,300,000 in 2004 and no shares in 2003
      23         
Common Shares of beneficial interest, $0.01 par value; shares authorized-100,000,000; issued and outstanding-45,666,307 in 2004 and 41,040,710 in 2003
          455           410    
Additional paid-in capital
    1,114,887     936,730  
Share warrants
    401     401  
Cumulative earnings
    340,931     309,343  
Accumulated other comprehensive loss
    (169 )   (2,158 )
Cumulative distributions
    (514,440 )   (473,766 )
     
   
 
Total beneficiaries' equity
    942,116     770,988  
     
   
 
Total liabilities and beneficiaries' equity
  $ 1,864,882   $ 1,855,776  
   

 

 

BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share data)

Three Months Ended Six Months Ended
June 30, June 30,


2004 2003 2004 2003

 
 
 
Revenue                
            Rents $ 64,398   $ 64,559   $ 128,161   $ 128,480  
            Tenant reimbursements   8,124     8,549     16,184     17,142  
            Other   4,381     1,356     6,418     4,083  
 

 

 

 

 
               Total revenue   76,903     74,464     150,763     149,705  
                         
Operating Expenses                        
            Property operating expenses   20,194     19,113     42,422     40,425  
            Real estate taxes   6,897     6,775     13,829     13,335  
            Interest   11,948     15,241     24,052     30,547  
            Depreciation and amortization   16,855     14,955     32,684     29,653  
            Administrative expenses   3,954     3,809     7,443     7,323  
 

 

 

 

 
               Total operating expenses   59,848     59,893     120,430     121,283  
 

 

 

 

 
Income from continuing operations before equity in income of real estate ventures,                        
      net gain on sales of interests in real estate and minority interest   17,055     14,571     30,333     28,422  
Equity in income of real estate ventures   674     411     908     569  
 

 

 

 

 
Income from continuing operations before net gain on sales of interests                        
      in real estate and minority interest   17,729     14,982     31,241     28,991  
Net gain on sales of interests in real estate   1,148     -     1,148     1,152  
Minority interest attributable to continuing operations   (622 )   (2,294 )   (1,883 )   (4,610 )
 

 

 

 

 
Income from continuing operations   18,255     12,688     30,506     25,533  
Discontinued operations:                        
   Income (loss) from discontinued operations   (144 )   488     (141 )   1,053  
   Net gain on disposition of discontinued operations   45     390     249     951  
   Minority interest   4     (42 )   (4 )   (96 )
 

 

 

 

 
    (95 )   836     104     1,908  
 

 

 

 

 
Net Income   18,160     13,524     30,610     27,441  
Income allocated to Preferred Shares   (2,677 )   (2,976 )   (4,695 )   (5,952 )
Redemption of Preferred Units   -     -     4,500     -  
 

 

 

 

 
Income allocated to Common Shares $ 15,483   $ 10,548   $ 30,415   $ 21,489  
 

 

 

 

 
Earnings per Common Share after discontinued operations:                        
Basic income per Common Share $ 0.34   $ 0.29   $ 0.68   $ 0.59  
 

 

 

 

 
Basic weighted-average shares outstanding   45,665,274     35,603,061     44,876,459     35,452,855  
 

 

 

 

 
Diluted income per Common Share $ 0.34   $ 0.29   $ 0.67   $ 0.58  
 

 

 

 

 
Diluted weighted-average shares outstanding   45,811,946     35,689,456     45,096,735     35,555,688  
 

 

 

 

 

BRANDYWINE REALTY TRUST
FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION
(unaudited, in thousands, except share and per share data)

  Three Months Ended   Six Months Ended  
  June 30,   June 30,  
 






 
  2004   2003   2004   2003  
 
 
 
 
 
Reconciliation of Net Income to Funds from Operations (FFO):                
Net income $ 18,160   $ 13,524   $ 30,610   $ 27,441  
                         
Add (deduct):                        
   Minority interest attributable to continuing operations   622     2,294     1,883     4,610  
   Net gain on sale of interests in real estate   (1,148 )   -     (1,148 )   (1,152 )
   Minority interest attributable to discontinued operations   (4 )   42     4     96  
   Net gain on disposition of discontinued operations   (45 )   (390 )   (249 )   (951 )
 

 

 

 

 
Income before net gains on sales of interests in real estate and minority interest   17,585     15,470     31,100     30,044  
                         
Add:                        
   Depreciation:                        
      Real property   14,314     13,511     27,651     26,899  
      Real estate ventures   494     520     1,243     1,013  
   Amortization of leasing costs   2,342     1,764     4,643     3,404  
   Prepetual Preferred Share distributions   (1,998 )   -     (3,336 )      
   Redemption of Preferred Shares   -     -     4,500     -  
 

 

 

 

 
Funds from operations (FFO) $ 32,737   $ 31,265   $ 65,801   $ 61,360  
 

 

 

 

 
FFO, excluding Preferred Share redemption gain (2) $ 32,737   $ 31,265   $ 61,301   $ 61,360  
 

 

 

 

 
Number of weighted-average Common Shares   48,874,021     46,934,097     48,854,797     46,806,367  
 

 

 

 

 
FFO per weighted-average Common Share - fully diluted $ 0.67   $ 0.67   $ 1.35   $ 1.31  
 

 

 

 

 
FFO per weighted-average Common Share - fully diluted, excluding redemption charge (2) $ 0.67   $ 0.67   $ 1.25   $ 1.31  
 

 

 

 

 
Dividend per Common Share $ 0.44   $ 0.44   $ 0.88   $ 0.88  
                         
Payout ratio of FFO (1)   65.7 %   66.1 %   65.3 %   67.1 %
                         
Payout ratio of FFO, excluding redemption gain (1)(2)   65.7 %   66.1 %   70.1 %   67.1 %
                         
EPS per weighted-average Common Share - fully diluted $ 0.34   $ 0.29   $ 0.67   $ 0.58  
                         
                         
Cash Available for Distribution (CAD):                        
FFO, excluding redemption gain (2) $ 32,737   $ 31,265   $ 61,301   $ 61,360  
                         
Add (deduct):                        
   Rental income from straight-line rents   (913 )   (1,429 )   (2,838 )   (2,913 )
   Deferred market rental income   93     (91 )   117     (189 )
   Amortization:                        
      Deferred financing costs   549     509     1,032     1,004  
      Deferred compensation costs   574     688     1,127     1,500  
   Impairment loss   -     -     -     -  
   Second generation capital expenditures (3):                        
      Building and tenant improvements   (8,186 )   (7,450 )   (14,871 )   (12,767 )
      Lease commissions   (979 )   (1,079 )   (1,863 )   (2,460 )
 

 

 

 

 
Cash available for distribution $ 23,875   $ 22,413   $ 44,005   $ 45,535  
 

 

 

 

 
Number of weighted-average Common Shares   48,874,021     46,934,097     48,854,797     46,806,367  
 

 

 

 

 
Dividend per Common Share $ 0.44   $ 0.44   $ 0.88   $ 0.88  
                         
Cash flows from:                        
   Operating activities $ 40,816   $ 33,872   $ 73,884   $ 59,211  
   Investing activities   (13,003 )   (13,192 )   (31,645 )   (19,793 )
   Financing activities   (24,825 )   (21,703 )   (40,246 )   (58,699 )
   
(1)   Payout ratio is calculated by dividing dividend per Common Share by FFO per weighted-average Common Share
   
(2)   Represents FFO excluding a gain of $4,500,000 related to Series B Preferred Unit redemption in February 2004.
   
(3)   Represents expenditures incurred during the period (regardless if lease commencement is after quarter end). Excludes first generation costs, which consist of capital expenditures, tenant improvements and leasing commissions associated with development and purchase price adjustments relating to acquisitions (including seller escrows, purchase price reduction or costs anticipated to initially lease-up acquired properties).

BRANDYWINE REALTY TRUST
SAME STORE OPERATIONS - QUARTER
(unaudited)

Of the 228 properties owned by the Company as of June 30, 2004, a total of 222 properties ("Same Store Properties") containing an aggregate of 14.9 million net rentable square feet were owned for the entire three-month periods ended June 30, 2004 and 2003. Average occupancy for the Same Store Properties was 90.2% during the quarter ended June 30, 2004 and 90.5% during the quarter ended June 30, 2003. The following table sets forth revenue and expense information for the Same Store Properties:

  Three Months Ended          
  June 30,          
 


  Dollar   Percent  
  2004   2003   Change   Change  
 
 
 
 
 
    (amounts in thousands)  
Revenue                      
   Rents (a) $ 60,211   $ 60,349   $ (138 ) -0.2 %
   Tenant reimbursements   7,573     6,940     633   9.1 %
   Other (b)   1,200     203     997   491.1 %
 

 

 

     
      Total revenue   68,984     67,492     1,492   2.2 %
Operating Expenses                      
   Property operating expenses   20,454     19,563     891   4.6 %
   Real estate taxes   6,422     6,132     290   4.7 %
 

 

 

     
      Total property operating expenses   26,876     25,695     1,181   4.6 %
 

 

 

     
Net operating income $ 42,108   $ 41,797   $ 311   0.7 %
 

 

 

     
  (a)   Includes straight-line rental income of $755 for 2004 and $1,191 for 2003
  (b)   Includes net termination fee income of $780 for 2004 and $66 for 2003

The following table is a reconciliation of income from Net Income to Same Store net operating income:

  Three Months Ended  
  June 30,  
 


 
  2004   2003  
 
 
 
    (amounts in thousands)  
Net income $ 18,160   $ 13,524  
Add/(deduct):            
   Interest expense   11,948     15,241  
   Administratative expenses   3,954     3,809  
   Equity in income of real estate ventures   (674 )   (411 )
   Depreciation and amortization – continuing operations   16,855     14,955  
   Depreciation and amortization – discontinued operations   51     320  
   Net gain on sale of interests in real estate – continuing operations   (1,148 )   -  
   Net gain on sale of interests in real estate – discontinued operations   (45 )   (390 )
   Minority interest attributable to continuing operations   622     2,294  
   Minority interest attributable to discontinued operations   (4 )   42  
 

 

 
      Consolidated net operating income   49,719     49,384  
Less: Net operating income of non same store properties   (2,495 )   (3,861 )
Less: Eliminations and Non-property specific net operating income   (5,116 )   (3,726 )
 

 

 
      Same Store Net Operating Income $ 42,108   $ 41,797  
 

 

 

Second Quarter Earnings Call and Supplemental Information Package

Brandywine President and CEO, Gerard H. Sweeney, will be hosting a conference call on Friday, July 23, 2004 at 11:00 a.m. EST. Call 1-888-889-5602. After the conference, a taped replay of the call can be accessed 24 hours a day through Friday, August 6, 2004 by calling 1-877-519-4471 – access code 4898498. In addition, the conference call can be accessed via a webcast located on the Company’s website @ brandywinerealty.com.

The Company has prepared a Supplemental Information package that includes financial results and operational statistics to support the announcement of second quarter earnings. The Supplemental Information package is available through the Company’s website @ brandywinerealty.com. The Supplemental Information Package will be found in the “Investor Relations – Financial Reports” section of the web page.

Brandywine Realty Trust, with headquarters in Plymouth Meeting, PA and regional offices in Mount Laurel, NJ and Richmond, VA, is one of the Mid-Atlantic Region’s largest full-service real estate companies. Brandywine owns, manages or has an ownership interest in 278 office and industrial properties, aggregating 20.1 million square feet.

# # #