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): February 24, 2005
BRANDYWINE REALTY TRUST
(Exact name of issuer as specified in charter)
| MARYLAND (State or Other Jurisdiction of Incorporation or Organization) |
001-9106 (Commission file number) |
23-2413352 (I.R.S. Employer Identification Number) |
401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 19462
(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):
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))
|
Item 2.02 |
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 February 24, 2005.
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.
|
Item 9.01 |
Financial Statements and Exhibits |
Exhibits
|
99.1 |
Press Release dated February 24, 2005 |
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
BRANDYWINE REALTY TRUST
|
Date: February 24, 2005 |
By: /s/ Gerard H. Sweeney |
Gerard H. Sweeney
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
|
No. |
Description |
|
99.1 |
Press Release dated February 24, 2005 |
Exhibit 99.1
 |
FOR IMMEDIATE RELEASE |
| Contact: | |
|
Press Contact: Michael Beckerman Beckerman Public Relations 908-781-6420 michael@beckermanpr.com
|
Investor Contact: Gerard H. Sweeney Christopher P. Marr Brandywine Realty Trust 610-325-5600 info@brandywinerealty.com |
Brandywine Realty Trust Announces Fourth Quarter and Full Year 2004 Earnings
PLYMOUTH MEETING, PA, February 24, 2005 — Brandywine Realty Trust (NYSE:BDN) announced today that diluted earnings per share (EPS) was $0.11 for the fourth quarter of 2004, a decrease of $0.35 per share as compared to $0.46 for the fourth quarter of 2003. Net income was $8.5 million for the fourth quarter, a decrease of $33.3 million, as compared to $41.8 million for the fourth quarter of 2003. The decrease in net income in the fourth quarter of 2004 as compared to the similar period in 2003 was primarily attributable to $26.4 million of aggregate net gains on the sale of interests in real estate and disposition of discontinued operations in 2003 as compared to $0.5 million in 2004.
Diluted EPS was $1.15 for the year ended December 31, 2004, a decrease of $0.28 per share as compared to $1.43 per share for the year ended December 31, 2003. Net income was $60.3 million for the year ended December 31, 2004, a decrease of $26.4 million, as compared to $86.7 million for the year ended December 31, 2003. The decrease in net income was primarily the result of $30.2 million of aggregate net gains on the sale of interests in real estate and disposition of discontinued operations in 2003 as compared to $6.1 million in 2004.
Diluted funds from operations (FFO) was $38.9 million or $0.68 per share for the fourth quarter of 2004 compared to $34.6 million or $0.69 per share for the fourth quarter of 2003. FFO for the fourth quarter of 2004 excludes a $3.0 million or $0.05 per share write-off of deferred financing costs associated with the Company’s repayment of its 2007 and 2008 unsecured term loans. This charge was previously disclosed in the Company’s 2004 financial outlook included in its press release dated November 4, 2004. FFO for the fourth quarter of 2003 excludes a charge of $20.6 million associated with the redemption of the Series B preferred shares.
401 Plymouth Road,
Suite 500 • Plymouth Meeting, PA 19462 Phone: (610) 325-5600
• Fax: (610) 325-5622
www.brandywinerealty.com
| Quarters ended
December 31
|
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2004
|
2003
|
||||||||
| FFO per share, as adjusted | $ | 0.68 | $ | 0.69 | |||||
| Write-off
of deferred financing fees on 2007 and 2008 term loans |
(0.05 | ) | — | ||||||
| Series
B preferred share redemption charge |
— | (0.41 | ) | ||||||
|
|
|
||||||||
| FFO per share including these items | $ | 0.63 | $ | 0.28 | |||||
|
|
|
||||||||
FFO for the year ended December 31, 2004 was $133.9 million or $2.61 per share as compared to $130.4 million or $2.70 per share in 2003. FFO for 2004 excludes a gain of $4.5 million related to the Series B preferred unit redemption in February 2004 and a $3.0 million write-off of deferred financing costs in the fourth quarter of 2004. FFO for 2003 excludes a charge of $20.6 million related to the redemption of the Series B preferred shares in December 2003.
| Years ended
December 31
|
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2004
|
2003
|
||||||||
| FFO per share, as adjusted | $ | 2.61 | $ | 2.70 | |||||
| Series B preferred unit redemption gain | 0.08 | — | |||||||
| Write-off
of deferred financing fees on 2007 and 2008 term loans |
(0.05 | ) | — | ||||||
| Series
B preferred share redemption charge |
— | (0.42 | ) | ||||||
|
|
|
||||||||
| FFO per share including these items | $ | 2.64 | $ | 2.28 | |||||
|
|
|
||||||||
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, “Our recent leasing activity continues to point to slowly improving conditions in our core markets. In 2004 we achieved positive absorption, reduced our capital costs by 18% as compared to the prior year, made significant strides in our strategic plan and positioned the Company for strong growth in 2006 and beyond. We enter 2005 focused on realizing the internal growth inherent in our core portfolio and capitalizing on the financial capacity to opportunistically seize strategic external growth opportunities.”
Brandywine Realty Trust Summary Portfolio Performance
|
• |
The 2004 payout ratio of FFO was 64.9% for the fourth quarter and 67.5% for the full year |
|
• |
In 2004 rental rate growth on new leases computed on a straight-line basis declined 11.7% for the fourth quarter and 5.0% for the full year |
|
• |
In 2004 rental rate growth on renewals computed on a straight-line basis declined 2.1% for the fourth quarter and 2.8% for the full year |
|
• |
The 2004 retention rate was 85.5% for the fourth quarter and 79.2% for the full year |
|
• |
The Portfolio was 91.8% occupied and 92.7% leased as of December 31, 2004 |
|
• |
In the fourth quarter leases expired or were terminated for approximately 1,026,000 square feet, leases were renewed for approximately 877,000 square feet and new leases were signed for approximately 458,000 square feet |
|
• |
In 2004, leases expired or were terminated for approximately 4,258,000 square feet, leases were renewed for approximately 3,374,000 square feet and new leases were signed for approximately 1,000,000 square feet |
Distributions
On December 21, 2004, the Board of Trustees declared a regular quarterly dividend distribution of $0.44 per common share that was paid January 17, 2005 to shareholders of record as of December 31, 2004. The Company also declared its dividend for the fourth quarter of $0.46875 per 7.50% Series C Cumulative Redeemable Preferred Share and $0.46094 per 7.375% Series D Cumulative Redeemable Preferred Share that was paid on January 17, 2005 to holders of record of the Series C and Series D Preferred Shares as of December 31, 2004.
Significant Transactions
On October 22, 2004, the Company’s operating partnership completed a public offering of $275 million, 4.50% senior unsecured notes due November 1, 2009 and $250 million, 5.40% unsecured notes due November 1, 2014. The notes were rated Baa3 by Moody’s Investors Service and BBB- by Standard & Poor’s and Fitch Ratings. Net proceeds from the offering were used to repay outstanding indebtedness.
On November 18, 2004, the holder of our 7.25% Series A Cumulative Convertible Preferred Shares converted such shares into an aggregate of 1,339,286 of our common shares. The Company no longer has any convertible preferred shares or convertible preferred units in its capital structure.
On December 16, 2004, the Company’s operating partnership sold $113 million, 4.34% unsecured notes due December 14, 2008. The net proceeds were used to repay outstanding indebtedness.
Leasing Update for the Radnor Portfolio and Cira Centre
Subsequent to the end of the third quarter of 2004, the Company had the following leasing activity at the assets located in Radnor, PA acquired in connection with the acquisition of the Rubenstein portfolio and at Cira Centre, the Company’s 29-story development project located in University City, Philadelphia.
Cira Centre: We continue to attract businesses that desire to re-locate into the City of Philadelphia. We are in advanced stages of lease negotiation or under letter of intent with six such tenants. Based on this activity we expect Cira to be 75% pre-leased by March 31, 2005.
Radnor Financial Center: We have executed leases totaling 97,600 square feet subsequent to September 30, 2004. In the fourth quarter we signed 15,600 square feet of new leases with tenants who took
occupancy in 2004 and we signed new leases for 69,400 square feet with occupancy expected to take place in the first quarter of 2005. In January of 2005 we signed new leases totaling 12,600 square feet with occupancy expected to take place by the second quarter of 2005.
Radnor Corporate Center: We have executed renewals totaling 213,800 square feet subsequent to September 30, 2004. Transactions totaling 122,500 square feet were completed by December 31, 2004 and we completed an additional 91,300 square feet of renewals in January of 2005.
2005 Financial Outlook
The Company’s 2005 financial outlook continues to be predicated upon the following key and variable assumptions:
|
• |
The same-store portfolio (which represents approximately 79% of total square footage and 77% of projected 2005 net operating income) to achieve the following percentage changes from 2004 results: | ||
|
|
• |
GAAP rents and reimbursements (not including termination fees) to decline 0.50% to 1.50% | |
|
|
• |
Net operating income to range from unchanged to a decline of 2.0% | |
|
|
• |
Average occupancy to range from an increase of 0.50% to a decrease of 0.50% | |
|
• |
The completion of all development projects in accordance with the estimates identified in our supplemental disclosure as of December 31, 2004. |
|
• |
While targeted acquisitions are a component of the Company’s 2005 strategy, there are no acquisitions factored into the 2005 financial outlook. |
In January 2005, we received a termination fee relating to space leased to a tenant in our Pennsylvania West region. This transaction will positively effect our full year 2005 expectations by approximately $0.05 per share and was not factored into our previous estimates.
Based on these key assumptions, we have updated our guidance from our November 4, 2004 press release and expect our full year 2005 EPS to be $0.41 to $0.48 and FFO per share to be $2.48 to $2.55. We expect first quarter 2005 FFO per share to be $0.63 to $0.64 and EPS to be $0.11 to $0.12. These estimates may be positively or negatively impacted primarily by the timing and terms of property leases, and actual operating expenses and interest rates as compared to our forecast.
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 unit holders (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.
Fourth Quarter Earnings Call and Supplemental Information Package
Brandywine President and CEO, Gerard H. Sweeney, will be hosting a conference call on Friday, February 25, 2005 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, March 4, 2005 by calling 1-877-519-4471 – access
code 5599770. 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 fourth quarter earnings. The Supplemental Information package is available through the Company’s website @ brandywinerealty.com.
The Supplemental Information package can be found in the “Investor Relations – Financial Reports” section of the web page.
About Brandywine Realty Trust
Brandywine Realty Trust, with headquarters in Plymouth Meeting, PA and regional offices in Mt. Laurel, NJ, Philadelphia, PA 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 292 office and industrial properties, aggregating 23.7 million square feet.
For more information, visit Brandywine’s website at www.brandywinerealty.com.
# # #
Note: Certain 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 or industry results 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, the potential loss of major tenants, interest rate levels, the availability and terms of debt and equity financing, competition with other real estate companies for tenants and acquisitions, risks of real estate acquisitions, dispositions and developments, including cost overruns and construction delays, unanticipated operating costs and the effects of general and local economic and real estate conditions. Additional information or 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. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.
# # #
BRANDYWINE REALTY
TRUST
CONSOLIDATED BALANCE SHEETS
(unaudited, in
thousands, except share and per share information)
| December
31,
|
||||||||
|---|---|---|---|---|---|---|---|---|
| 2004
|
2003
|
|||||||
| ASSETS | ||||||||
| Real estate investments: | ||||||||
| Operating properties | $ | 2,483,134 | $ | 1,869,744 | ||||
| Accumulated depreciation | (325,802 | ) | (268,091 | ) | ||||
|
|
|
|||||||
| 2,157,332 | 1,601,653 | |||||||
| Construction-in-progress | 145,016 | 29,787 | ||||||
| Land held for development | 61,517 | 63,915 | ||||||
|
|
|
|||||||
| 2,363,865 | 1,695,355 | |||||||
| Cash and cash equivalents | 15,346 | 8,552 | ||||||
| Escrowed cash | 17,980 | 14,388 | ||||||
| Accounts receivable, net | 11,999 | 5,206 | ||||||
| Accrued rent receivable | 32,641 | 26,652 | ||||||
| Investment in marketable securities | 423 | 12,052 | ||||||
| Assets held for sale | — | 5,317 | ||||||
| Investment in unconsolidated joint ventures, at equity | 12,754 | 15,853 | ||||||
| Deferred costs, net | 34,449 | 26,071 | ||||||
| Intangible assets, net | 101,056 | 7,433 | ||||||
| Other assets | 43,471 | 38,897 | ||||||
|
|
|
|||||||
| Total assets | $ | 2,633,984 | $ | 1,855,776 | ||||
|
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| LIABILITIES AND BENEFICIARIES’ EQUITY | ||||||||
| Mortgage notes payable | $ | 518,234 | $ | 462,659 | ||||
| Borrowings under Credit Facility | 152,000 | 305,000 | ||||||
| Unsecured senior notes, net of discounts | 636,435 | — | ||||||
| Unsecured term loan | — | 100,000 | ||||||
| Accounts payable and accrued expenses | 49,243 | 30,290 | ||||||
| Distributions payable | 27,363 | 20,947 | ||||||
| Tenant security deposits and deferred rents | 20,046 | 16,123 | ||||||
| Acquired lease intangibles | 39,271 | 1,305 | ||||||
| Other liabilities | 1,525 | 14,055 | ||||||
| Liabilities related to assets held for sale | — | 52 | ||||||
|
|
|
|||||||
| Total liabilities | 1,444,117 | 950,431 | ||||||
| Minority interest | 42,866 | 133,488 | ||||||
| Beneficiaries’ equity: | ||||||||
| Preferred Shares (shares authorized-10,000,000): | ||||||||
| 7.25% Series A Preferred Shares, $0.01 par value; | ||||||||
| shares issued and outstanding-no shares in 2004 | ||||||||
| and 750,000 in 2003 | — | 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-55,292,752 in 2004 and 41,040,710 in 2003 | 550 | 410 | ||||||
| Additional paid-in capital | 1,346,654 | 936,730 | ||||||
| Share warrants | — | 401 | ||||||
| Cumulative earnings | 370,514 | 310,212 | ||||||
| Accumulated other comprehensive loss | (3,130 | ) | (2,158 | ) | ||||
| Cumulative distributions | (567,630 | ) | (473,766 | ) | ||||
|
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|
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| Total beneficiaries’ equity | 1,147,001 | 771,857 | ||||||
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|
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| Total liabilities and beneficiaries’ equity | $ | 2,633,984 | $ | 1,855,776 | ||||
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BRANDYWINE REALTY
TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in
thousands, except share and per share data)
| Three Months
Ended December 31, |
Year Ended December 31, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2004
|
2003
|
2004
|
2003
|
|||||||||||
| Revenue | ||||||||||||||
| Rents | $ | 81,107 | $ | 63,896 | $ | 275,631 | $ | 256,616 | ||||||
| Tenant reimbursements | 11,909 | 11,456 | 37,572 | 37,518 | ||||||||||
| Other | 3,122 | 3,272 | 12,858 | 10,959 | ||||||||||
|
|
|
|
|
|||||||||||
| Total revenue | 96,138 | 78,624 | 326,061 | 305,093 | ||||||||||
| Operating Expenses | ||||||||||||||
| Property operating expenses | 25,763 | 20,927 | 89,857 | 80,244 | ||||||||||
| Real estate taxes | 9,687 | 7,168 | 31,062 | 27,681 | ||||||||||
| Interest | 19,535 | 13,542 | 55,061 | 57,835 | ||||||||||
| Depreciation and amortization | 28,991 | 15,543 | 79,904 | 60,332 | ||||||||||
| Administrative expenses | 4,123 | 3,511 | 15,100 | 14,464 | ||||||||||
|
|
|
|
|
|||||||||||
| Total operating expenses | 88,099 | 60,691 | 270,984 | 240,556 | ||||||||||
|
|
|
|
|
|||||||||||
| Income from continuing operations before equity | ||||||||||||||
| in income of real estate ventures, | ||||||||||||||
| net gain on sales of interests in | ||||||||||||||
| real estate and minority interest | 8,039 | 17,933 | 55,077 | 64,537 | ||||||||||
| Equity in income (loss) of real estate ventures | 451 | 14 | 2,024 | 52 | ||||||||||
|
|
|
|
|
|||||||||||
| Income from continuing operations before net | ||||||||||||||
| gain on sales of interests | ||||||||||||||
| in real estate and minority interest | 8,490 | 17,947 | 57,101 | 64,589 | ||||||||||
| Net gain on sales of interests in real estate | 74 | 19,385 | 2,975 | 20,537 | ||||||||||
| Minority interest attributable to continuing | ||||||||||||||
| operations | (332 | ) | (2,307 | ) | (2,472 | ) | (9,294 | ) | ||||||
|
|
|
|
|
|||||||||||
| Income from continuing operations | 8,232 | 35,025 | 57,604 | 75,832 | ||||||||||
| Discontinued operations: | ||||||||||||||
| Income (loss) from discontinued operations | (95 | ) | 114 | (336 | ) | 1,651 | ||||||||
| Net gain on disposition of discontinued | ||||||||||||||
| operations | 401 | 6,998 | 3,136 | 9,690 | ||||||||||
| Minority interest | (11 | ) | (300 | ) | (101 | ) | (495 | ) | ||||||
|
|
|
|
|
|||||||||||
| 295 | 6,812 | 2,699 | 10,846 | |||||||||||
|
|
|
|
|
|||||||||||
| Net Income | 8,527 | 41,837 | 60,303 | 86,678 | ||||||||||
| Income allocated to Preferred Shares | (2,348 | ) | (2,978 | ) | (9,720 | ) | (11,906 | ) | ||||||
| Redemption of Preferred Units | — | (20,598 | ) | 4,500 | (20,598 | ) | ||||||||
|
|
|
|
|
|||||||||||
| Income allocated to Common Shares | $ | 6,179 | $ | 18,261 | $ | 55,083 | $ | 54,174 | ||||||
|
|
|
|
|
|||||||||||
| Earnings
per Common Share after discontinued operations: |
||||||||||||||
| Basic income per Common Share | $ | 0.11 | $ | 0.46 | $ | 1.15 | $ | 1.43 | ||||||
|
|
|
|
|
|||||||||||
| Basic weighted-average shares outstanding | 54,382,030 | 39,436,362 | 47,781,789 | 36,937,467 | ||||||||||
|
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|
|
|
|||||||||||
| Diluted income per Common Share | $ | 0.11 | $ | 0.46 | $ | 1.15 | $ | 1.43 | ||||||
|
|
|
|
|
|||||||||||
| Diluted weighted-average shares outstanding | 54,654,967 | 39,664,652 | 48,018,704 | 37,087,869 | ||||||||||
|
|
|
|
|
|||||||||||
BRANDYWINE REALTY
TRUST
FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION
(unaudited, in thousands, except share and per share data)
| Three Months
Ended December 31, |
Year Ended December 31, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2004
|
2003
|
2004
|
2003
|
|||||||||||
| Reconciliation
of Net Income to Funds from Operations (FFO): |
||||||||||||||
| Net income | $ | 8,527 | $ | 41,837 | $ | 60,303 | $ | 86,678 | ||||||
| Add (deduct): | ||||||||||||||
| Minority interest attributable to continuing operations | 332 | 2,307 | 2,472 | 9,294 | ||||||||||
| Net gain on sale of interests in real estate | (74 | ) | (19,385 | ) | (2,975 | ) | (20,537 | ) | ||||||
| Minority interest attributable to discontinued operations | 11 | 300 | 101 | 495 | ||||||||||
| Net gain on disposition of discontinued operations | (401 | ) | (6,998 | ) | (3,136 | ) | (9,690 | ) | ||||||
|
|
|
|
|
|||||||||||
| Income before net gains on sales of interests in real estate | ||||||||||||||
| and minority interest | 8,395 | 18,061 | 56,765 | 66,240 | ||||||||||
| Add: | ||||||||||||||
| Depreciation: | ||||||||||||||
| Real property | 20,468 | 13,687 | 63,192 | 54,176 | ||||||||||
| Real estate ventures | 782 | 870 | 2,389 | 2,759 | ||||||||||
| Amortization of leasing costs | 8,275 | 1,985 | 15,890 | 7,209 | ||||||||||
| Prepetual Preferred Share distributions | (1,998 | ) | — | (7,332 | ) | — | ||||||||
| Redemption of Preferred Shares | — | (20,598 | ) | 4,500 | (20,598 | ) | ||||||||
|
|
|
|
|
|||||||||||
| Funds from operations (FFO) | $ | 35,922 | $ | 14,005 | $ | 135,404 | $ | 109,786 | ||||||
|
|
|
|
|
|||||||||||
| FFO, excluding non-recurring items (2) | $ | 38,917 | $ | 34,603 | $ | 133,899 | $ | 130,384 | ||||||
|
|
|
|
|
|||||||||||
| Number of weighted-average Common Shares | 57,415,193 | 50,503,184 | 51,358,343 | 48,223,542 | ||||||||||
|
|
|
|
|
|||||||||||
| FFO per weighted-average Common Share - fully diluted | $ | 0.63 | $ | 0.28 | $ | 2.64 | $ | 2.28 | ||||||
|
|
|
|
|
|||||||||||
| FFO per weighted-average Common Share - fully diluted, | ||||||||||||||
| excluding non-recurring items (2) | $ | 0.68 | $ | 0.69 | $ | 2.61 | $ | 2.70 | ||||||
|
|
|
|
|
|||||||||||
| Dividend per Common Share | $ | 0.44 | $ | 0.44 | $ | 1.76 | $ | 1.76 | ||||||
| Payout ratio of FFO (1) | 70.3 | % | 158.7 | % | 66.8 | % | 77.3 | % | ||||||
| Payout ratio of FFO, excluding non-recurring items (1)(2) | 64.9 | % | 64.2 | % | 67.5 | % | 65.1 | % | ||||||
| EPS per weighted-average Common Share - diluted | $ | 0.11 | $ | 0.46 | $ | 1.15 | $ | 1.43 | ||||||
| Cash Available for Distribution (CAD): | ||||||||||||||
| FFO, excluding non-recurring items(2) | $ | 38,917 | $ | 34,603 | $ | 133,899 | $ | 130,384 | ||||||
| Add (deduct): | ||||||||||||||
| Rental income from straight-line rents | (2,142 | ) | (1,488 | ) | (6,023 | ) | (5,917 | ) | ||||||
| Deferred market rental income | (526 | ) | (25 | ) | (406 | ) | (287 | ) | ||||||
| Amortization: | ||||||||||||||
| Deferred financing costs | 408 | 771 | 1,967 | 2,304 | ||||||||||
| Deferred compensation costs | 467 | 678 | 2,114 | 2,869 | ||||||||||
| Impairment loss | — | — | — | 861 | ||||||||||
| Second generation capital expenditures (3): | ||||||||||||||
| Building and tenant improvements | (10,271 | ) | (9,626 | ) | (33,813 | ) | (29,642 | ) | ||||||
| Lease commissions | (1,231 | ) | (956 | ) | (4,692 | ) | (4,482 | ) | ||||||
|
|
|
|
|
|||||||||||
| Cash available for distribution | $ | 25,622 | $ | 23,957 | $ | 93,046 | $ | 96,090 | ||||||
|
|
|
|
|
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| Number of weighted-average Common Shares | 57,415,193 | 50,503,184 | 51,358,343 | 48,223,542 | ||||||||||
|
|
|
|
|
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| Dividend per Common Share | $ | 0.44 | $ | 0.44 | $ | 1.76 | $ | 1.76 | ||||||
| Cash flows from: | ||||||||||||||
| Operating activities | $ | 49,813 | $ | 34,258 | $ | 150,788 | $ | 118,741 | ||||||
| Investing activities | (45,620 | ) | (6,134 | ) | (680,601 | ) | (34,016 | ) | ||||||
| Financing activities | 1,290 | (27,065 | ) | 536,607 | (102,974 | ) | ||||||||
| (1) | Payout ratio is calculated by dividing dividend per Common Share by FFO per weighted-average Common Share |
| (2) | Represents FFO excluding the write off of deferred financing costs of $3.0 million in 4th Quarter 2004 associated with the repayment of our unsecured term loans, a gain of $4.5 million related to Series B Preferred Unit redemption in February 2004, and a charge of $20.6 million associated with the redemption of the Series B Preferred Shares in December 2003. |
| (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 — YEAR
(unaudited
and in thousands)
Of the 246 Properties owned by the Company as of December 31, 2004, a total of 221 Properties (“Same Store Properties”) containing an aggregate of 14.7 million net rentable square feet were owned for the entire years ended December 31, 2004 and 2003. Average occupancy for the Same Store Properties was 91.0% during 2004 and 91.1% during 2003. The following table sets forth revenue and expense information for the Same Store Properties:
| Year Ended
December 31,
|
Dollar
Variance
|
Percent
Variance
|
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2004
|
2003
|
|||||||||||||
| Revenue | ||||||||||||||
| Rents (a) | $ | 240,248 | $ | 240,165 | $ | 83 | 0.0 | % | ||||||
| Tenant reimbursements | 32,803 | 31,021 | 1,782 | 5.7 | % | |||||||||
| Other (b) | 3,953 | 4,543 | (590 | ) | -13.0 | % | ||||||||
|
|
|
|
||||||||||||
| 277,004 | 275,729 | 1,275 | 0.5 | % | ||||||||||
| Operating expenses | ||||||||||||||
| Property operating expenses | 85,302 | 83,506 | 1,796 | 2.2 | % | |||||||||
| Real estate taxes | 26,493 | 24,975 | 1,518 | 6.1 | % | |||||||||
|
|
|
|
||||||||||||
| 111,795 | 108,481 | 3,314 | 3.1 | % | ||||||||||
|
|
|
|
||||||||||||
| Net operating income | $ | 165,209 | $ | 167,248 | $ | (2,039 | ) | -1.2 | % | |||||
|
|
|
|
||||||||||||
| (a) | Includes straight-line rental income of $4,014 for 2004 and $4,789 for 2003 |
| (b) | Includes net termination fee income of $1,454 for 2004 and $2,108 for 2003 |
The following table is a reconciliation of Net Income to Same Store net operating income:
| Year Ended
December 31,
|
||||||||
|---|---|---|---|---|---|---|---|---|
| 2004
|
2003
|
|||||||
| Net Income | $ | 60,303 | $ | 86,678 | ||||
| Add/(deduct): | ||||||||
| Interest expense | 55,061 | 57,835 | ||||||
| Administrative expenses | 15,100 | 14,464 | ||||||
| Equity in income of real estate ventures | (2,024 | ) | (52 | ) | ||||
| Depreciation and amortization — continuing operations | 79,904 | 60,332 | ||||||
| Depreciation and amortization — discontinued operations | 224 | 1,053 | ||||||
| Net gain on sale of interests in real estate — continuing operations | (2,975 | ) | (20,537 | ) | ||||
| Net gain on sale of interests in real estate — discontinued operations | (3,136 | ) | (9,690 | ) | ||||
| Minority interest attributable to continuing operations | 2,472 | 9,294 | ||||||
| Minority interest attributable to discontinued operations | 101 | 495 | ||||||
|
|
|
|||||||
| Consolidated net operating income | 205,030 | 199,872 | ||||||
| Less: Net operating income of non same store properties | (22,651 | ) | (14,009 | ) | ||||
| Less: Eliminations and non-property specific net operating income | (17,170 | ) | (18,615 | ) | ||||
|
|
|
|||||||
| Same Store net operating income | $ | 165,209 | $ | 167,248 | ||||
|
|
|
|||||||
BRANDYWINE REALTY
TRUST
SAME STORE OPERATIONS -- QUARTER
(unaudited and in thousands)
Of the 246 Properties owned by the Company as of December 31, 2004, a total of 221 Properties (“Same Store Properties”) containing an aggregate of 14.7 million net rentable square feet were owned for the entire three-month periods ended December 31, 2004 and 2003. Average occupancy for the Same Store Properties was 91.5% during 2004 and 91.3% during 2003. The following table sets forth revenue and expense information for the Same Store Properties:
| Quarter
Ended December 31,
|
Dollar
Variance
|
Percent
Variance |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2004
|
2003
|
|||||||||||||
| Revenue | ||||||||||||||
| Rents (a) | $ | 60,237 | $ | 59,933 | $ | 304 | 0.5 | % | ||||||
| Tenant reimbursements | 8,891 | 9,856 | (965 | ) | -9.8 | % | ||||||||
| Other (b) | 935 | 1,260 | (325 | ) | -25.8 | % | ||||||||
|
|
|
|
||||||||||||
| 70,063 | 71,049 | (986 | ) | -1.4 | % | |||||||||
| Operating expenses | ||||||||||||||
| Property operating expenses | 20,295 | 21,553 | (1,258 | ) | -5.8 | % | ||||||||
| Real estate taxes | 6,792 | 6,503 | 289 | 4.4 | % | |||||||||
|
|
|
|
||||||||||||
| 27,087 | 28,056 | (969 | ) | -3.5 | % | |||||||||
|
|
|
|
||||||||||||
| Net operating income | $ | 42,976 | $ | 42,993 | $ | (17 | ) | 0.0 | % | |||||
|
|
|
|
||||||||||||
| (a) | Includes straight-line rental income of $1,079 for 2004 and $1,083 for 2003 |
| (b) | Includes net termination fee income of $347 for 2004 and $840 for 2003 |
The following table is a reconciliation of Net Income to Same Store net operating income:
| Quarter Ended
December 31,
|
||||||||
|---|---|---|---|---|---|---|---|---|
| 2004
|
2003
|
|||||||
| Net Income | $ | 8,527 | $ | 41,837 | ||||
| Add/(deduct): | ||||||||
| Interest expense | 19,535 | 13,542 | ||||||
| Administrative expenses | 4,123 | 3,511 | ||||||
| Equity in income of real estate ventures | (451 | ) | (14 | ) | ||||
| Depreciation and amortization — continuing operations | 28,991 | 15,543 | ||||||
| Depreciation and amortization — discontinued operations | 18 | 129 | ||||||
| Net gain on sale of interests in real estate — continuing operations | (74 | ) | (19,385 | ) | ||||
| Net gain on sale of interests in real estate — discontinued operations | (401 | ) | (6,998 | ) | ||||
| Minority interest attributable to continuing operations | 332 | 2,307 | ||||||
| Minority interest attributable to discontinued operations | 11 | 300 | ||||||
|
|
|
|||||||
| Consolidated net operating income | 60,611 | 50,772 | ||||||
| Less: Net operating income of non same store properties | (12,160 | ) | (2,636 | ) | ||||
| Less: Eliminations and non-property specific net operating income | (5,475 | ) | (5,143 | ) | ||||
|
|
|
|||||||
| Same Store net operating income | $ | 42,976 | $ | 42,993 | ||||
|
|
|
|||||||