Prepared and filed by St Ives Burrups

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 21, 2005

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

MARYLAND
001-9106
23-2413352
 



 
(State or Other Jurisdiction
of Incorporation or
Organization)
          (Commission
file
number)
          (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):

    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 2.02      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 July 21, 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 July 21, 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: July 22, 2005   By: /s/ Gerard H. Sweeney
     
      Gerard H. Sweeney
      President and Chief Executive Officer


EXHIBIT INDEX

Exhibit No.                 Description  
         
99.1     Press Release dated July 21, 2005  


Prepared and filed by St Ives Financial

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

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

Brandywine Realty Trust Announces Second Quarter 2005 Earnings


PLYMOUTH MEETING, PA, July 21, 2005– Brandywine Realty Trust (NYSE:BDN) announced today that diluted earnings per share (EPS) was $0.12 for the second quarter of 2005, a decrease of $0.22 per share as compared to $0.34 for the second quarter of 2004. Net income was $8.9 million for the second quarter, a decrease of $9.3 million, as compared to $18.2 million for the second quarter of 2004.

Diluted EPS was $0.26 for the six-months ended June 30, 2005, a decrease of $0.41 per share, as compared to $0.67 per share for the six months ended June 30, 2004. Net income was $18.3 million for the six months ended June 30, 2005, a decrease of $12.3 million, as compared to $30.6 million for the six months ended June 30, 2004.

The change in net income reflects increased depreciation and amortization expense of $11.1 million and $23.7 million for the three and six-months ended June 30, 2005, respectively. This non-cash increase is largely due to depreciation and amortization related to the 14 assets included in the Company’s acquisition of The Rubenstein Company, L.P.

Funds from operations (FFO) was $35.3 million or $0.61 per share for the second quarter 2005 compared to $32.7 million or $0.67 per share for the second quarter of 2004. FFO for the six months ended June 30, 2005 was $71.5 million or $1.24 per share as compared to $61.3 million or $1.25 per share for the same period of 2004.

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 are pleased to report very solid quarterly results in what remains a challenging environment. Our asset quality and market focus have our core portfolio occupancies remaining above 91% and enhance our ability to renew tenants at average rent levels consistent with their existing leases. We continue to be pleased with our results at Cira Centre, now 93% pre-leased, Radnor Financial Center, currently 26% leased and our quarterly tenant retention ratio of 80%. Achieving these levels and continuing our track record of market out-performance is a true testimony to the quality of our tenant service and leasing team.” Mr. Sweeney went on to state, “Our focus continues to be on creating shareholder value by actively managing our existing assets and selectively pursuing development and acquisition opportunities that will enhance our portfolio.”

 

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

FFO payout ratio was 72.2% for the quarter
Quarterly rental rates on new leases declined 5.3% on a straight-line basis
Quarterly rental rates on renewals declined 0.8% on a straight-line basis
Quarterly retention rate was 80.4%
Portfolio was 91.4% occupied and 92.9% leased as of June 30, 2005
Leases expired or were terminated for approximately 1,151,000 square feet during the quarter
Leases were renewed for approximately 925,000 square feet during the quarter
New leases were signed for approximately 213,000 square feet during the quarter

Distributions

On June 15, 2005, the Board of Trustees declared a regular quarterly dividend distribution of $0.44 per common share that was paid July 15, 2005 to shareholders of record as of July 6, 2005. The Company also declared its dividend for the second 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 July 15, 2005 to holders of record of the Series C and Series D Preferred Shares as of June 30, 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:
         
    o GAAP rents and reimbursements (not including termination fees) to decline 0.50% to 1.50%
       
    o Net operating income to range from unchanged to a decline of 2.0%
       
    o 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 and dispositions are a component of the Company’s 2005 strategy, there are no acquisitions or dispositions factored into the 2005 financial outlook.

Based on these key assumptions, we have updated our EPS guidance from our April 21, 2005 press release and expect our full year 2005 EPS to be $0.50 to $0.56 and we reiterate our FFO per share guidance of $2.48 to $2.55 per share.

We are introducing third quarter 2005 guidance and expect FFO per share to be $0.60 to $0.61 and EPS to be $0.10 to $0.11. These estimates may be positively or negatively impacted primarily by the timing and terms of property leases, 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, 2004. 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.

Second Quarter Earnings Call and Supplemental Information Package

Brandywine President and CEO, Gerard H. Sweeney, will be hosting a conference call on Friday, July 22, 2005 at 11:00 a.m. Eastern Time. Call 1-888-889-5602. After the conference, a taped replay of the call can be accessed 24 hours a day through Friday, August 5, 2005 by calling 1-877-519-4471 – access code 6234812. In addition, the conference call can be accessed via a webcast located on the Company’s website at www.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 at www.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 296 office and industrial properties, aggregating 24.2 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)

    June 30,     December 31,  
    2005     2004  
 

 

 
ASSETS            
Real estate investments:            
Operating properties
$ 2,515,399   $ 2,483,134  
Accumulated depreciation
  (356,416 )   (325,802 )
 

 

 
    2,158,983     2,157,332  
Construction-in-progress
  213,246     145,016  
Land held for development
  85,708     61,517  
 

 

 
    2,457,937     2,363,865  
             
Cash and cash equivalents   9,321     15,346  
Escrowed cash   18,090     17,980  
Accounts receivable, net   8,736     11,999  
Accrued rent receivable, net   38,687     32,641  
Investment in marketable securities   661     423  
Investment in real estate ventures   13,308     12,754  
Deferred costs, net   34,447     34,449  
Intangible assets, net   85,634     101,056  
Other assets   39,088     43,471  
 

 

 
Total assets
$ 2,705,909   $ 2,633,984  
 

 

 
LIABILITIES AND BENEFICIARIES' EQUITY            
Mortgage notes payable $ 508,189   $ 518,234  
Borrowings under credit facilities   265,000     152,000  
Unsecured senior notes, net of discounts   636,534     636,435  
Accounts payable and accrued expenses   43,877     49,242  
Distributions payable   27,583     27,363  
Tenant security deposits and deferred rents   18,417     20,046  
Acquired lease intangibles, net   36,520     39,271  
Other liabilities   3,825     1,525  
 

 

 
Total liabilities
  1,539,945     1,444,116  
             
Minority interest   41,336     42,866  
             
Beneficiaries' equity:            
Preferred shares – Series C   20     20  
Preferred shares – Series D   23     23  
Common shares   558     553  
Additional paid-in capital   1,358,758     1,346,651  
Cumulative earnings   388,859     370,515  
Accumulated other comprehensive loss   (2,666 )   (3,130 )
Cumulative distributions   (620,924 )   (567,630 )
 

 

 
Total beneficiaries' equity
  1,124,628     1,147,002  
 

 

 
    1,165,964     1,189,868  
 

 

 
             
             
Total liabilities and beneficiaries' equity $ 2,705,909   $ 2,633,984  
 

 

 
             

 


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,     June 30,     June 30,  
      2005     2004     2005     2004  
   

 

 

 

 
Revenue                          
Rents
  $ 81,788   $ 64,316   $ 163,016   $ 127,996  
Tenant reimbursements
    11,078     8,058     23,160     16,051  
Other
    2,377     3,840     7,991     5,366  
   

 

 

 

 
Total revenue
    95,243     76,214     194,167     149,413  
Operating Expenses                        
Property operating expenses
    27,801     20,054     57,680     42,204  
Real estate taxes
    9,683     6,846     19,340     13,727  
Depreciation and amortization
    27,948     16,829     56,383     32,633  
Administrative expenses
    4,378     3,954     9,130     7,443  
   

 

 

 

 
Total operating expenses
    69,810     47,683     142,533     96,007  
   

 

 

 

 
Operating income     25,433     28,531     51,634     53,406  
Other income (expense)                        
Interest income
    687     541     1,467     1,052  
Interest expense
    (17,807 )   (11,948 )   (35,604 )   (24,052 )
Equity in income of real estate ventures
    993     674     1,551     908  
Net gain on sale of interests in real estate
        1,148         1,148  
   

 

 

 

 
Income before minority interest     9,306     18,946     19,048     32,462  
Minority interest attributable to continuing operations     (376 )   (624 )   (703 )   (1,885 )
   

 

 

 

 
Income from continuing operations     8,930     18,322     18,345     30,577  
Discontinued operations:                        
(Loss) income from discontinued operations
        (213 )       (214 )
Net gain on disposition of discontinued operations
        45         249  
Minority interest
        6         (2 )
   

 

 

 

 
       —     (162)      —     33  
   

 

 

 

 
Net income     8,930     18,160     18,345     30,610  
Income allocated to Preferred Shares     (1,998 )   (2,677 )   (3,996 )   (4,695 )
Preferred Share redemption gain (charge)                 4,500  
   

 

 

 

 
Income allocated to Common Shares   $ 6,932   $ 15,483   $ 14,349   $ 30,415  
   

 

 

 

 
PER SHARE DATA                        
Basic income per Common Share   $ 0.12   $ 0.34   $ 0.26   $ 0.68  
   

 

 

 

 
Basic weighted-average shares outstanding     55,681,668     45,665,274     55,562,384     44,876,459  
Diluted income per Common Share   $ 0.12   $ 0.34   $ 0.26   $ 0.67  
   

 

 

 

 
Diluted weighted-average shares outstanding     55,844,239     45,811,946     55,786,070     45,096,735  
                           

 


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  
   

 

 
      6/30/05     6/30/04     6/30/05     6/30/04  
   

 

 

 

 
Reconciliation of Net Income to Funds from Operations (FFO):                          
Net income   $ 8,930   $ 18,160   $ 18,345   $ 30,610  
Add (deduct):                        
Minority interest attributable to continuing operations
    376     624     703     1,885  
Net gains on sale of interests in real estate
        (1,148 )       (1,148 )
Minority interest attributable to discontinued operations
        (6 )       2  
Net gains on disposition of discontinued operations
        (45 )       (249 )
   

 

 

 

 
Income before net gains on sale of interests in real estate and minority interest
    9,306     17,585     19,048     31,100  
                           
Add:                        
Depreciation:
                       
Real property
    19,981     14,314     40,905     27,651  
Real estate ventures
    576     494     930     1,243  
Amortization of leasing costs
    7,419     2,342     14,651     4,643  
Perpetual Preferred Share distributions
    (1,998 )   (1,998 )   (3,996 )   (3,336 )
Preferred Share redemption gain (charge)
                4,500  
   

 

 

 

 
Funds from operations (FFO)   $ 35,284   $ 32,737   $ 71,538   $ 65,801  
   

 

 

 

 
FFO, excluding non-recurring items (1)   $ 35,284   $ 32,737   $ 71,538   $ 61,301  
   

 

 

 

 
FFO per share – fully diluted   $ 0.61   $ 0.67   $ 1.24   $ 1.35  
   

 

 

 

 
FFO per share – fully diluted, excluding non-recurring items (1)   $ 0.61   $ 0.67   $ 1.24   $ 1.25  
   

 

 

 

 
Weighted-average shares/units outstanding – fully diluted
    57,897,198     48,874,021     57,843,068     48,854,797  
EPS – diluted   $ 0.12   $ 0.34   $ 0.26   $ 0.67  
   

 

 

 

 
Weighted-average shares outstanding – fully diluted     55,844,239     45,811,946     55,786,070     45,096,735  
Dividend per Common Share   $ 0.44   $ 0.44   $ 0.88   $ 0.88  
   

 

 

 

 
Payout ratio of FFO (Dividend per Common Share divided by FFO per Common Share)
    72.2 %   65.7 %   71.2 %   65.3 %
Payout ratio of FFO, excluding non recurring items (1)
    72.2 %   65.7 %   71.2 %   70.1 %
                         
CASH AVAILABLE FOR DISTRIBUTION (CAD):                        
FFO, excluding non-recurring items (1)   $ 35,284   $ 32,737   $ 71,538   $ 61,301  
Add (deduct):                        
Rental income from straight-line rents
    (3,225 )   (913 )   (6,500 )   (2,838 )
Deferred market rental income
    (283 )   93     (788 )   117  
Amortization:
                       
Deferred financing costs
    487     549     968     1,032  
Deferred compensation costs
    696     574     1,387     1,127  
Second generation capital expenditures (2):
                       
Building and tenant improvements
    (9,108 )   (8,186 )   (15,745 )   (14,871 )
Lease commissions
    (1,076 )   (979 )   (1,992 )   (1,863 )
   

 

 

 

 
Cash available for distribution   $ 22,775   $ 23,875   $ 48,868   $ 44,005  
   

 

 

 

 
Weighted-average shares/units outstanding – fully diluted     57,897,198     48,874,021     57,843,068     48,854,797  
Dividend per Common Share   $ 0.44   $ 0.44   $ 0.88   $ 0.88  
   

 

 

 

 
Cash flows from:                        
Operating activities
  $ 36,110   $ 40,816   $ 62,731   $ 73,884  
Investing activities
    (77,690 )   (13,003 )   (126,563 )   (31,645 )
Financing activities
    35,428     (24,825 )   57,807     (40,246 )
   
 (1) Represents FFO excluding a gain of $4.5 million related to the Series B Preferred Unit redemption in February 2004.
 (2) 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).

 


Back to Contents

BRANDYWINE REALTY TRUST
SAME STORE OPERATIONS – QUARTER
(unaudited and in thousands)

Of the 248 Properties owned by the Company as of June 30, 2005, a total of 226 Properties (“Same Store Properties”) containing an aggregate of 15.0 million net rentable square feet were owned for the entire three-month periods ended June 30, 2005 and 2004. Average occupancy for the Same Store Properties was 92.3% during 2005 and 90.9% during 2004.The following table

sets forth revenue and expense information for the Same Store Properties:

      Quarter Ended June 30,   
   

 
      2005     2004  
     
   
 
Revenue              
Rents (a)
  $ 62,091   $ 61,946  
Tenant reimbursements
    7,596     7,816  
Other (b)
    916     1,260  
   

 

 
      70,603      71,022  
Operating expenses              
Property operating expenses
    22,360     21,321  
Real estate taxes
    6,969     6,629  
   

 

 
      29,329     27,950  
   

 

 
Net operating income
  $ 41,274   $ 43,072  
   

 

 
               
(a) Includes straight-line rental income of $1,720 for 2005 and $840 for 2004              
(b) Includes net termination fee income of $626 for 2005 and $989 for 2004              
               
The following table is a reconciliation of Net Income to Same Store net operating income:              
       
     Quarter Ended June 30,   
   
 
      2005      2004  
   

 

 
Net Income   $ 8,930   $ 18,160  
Add/(deduct):              
Interest income
    (687 )   (541 )
Interest expense
    17,807     11,948  
Administrative expenses
    4,378     3,954  
Equity in income of real estate ventures
    (993 )   (674 )
Depreciation and amortization – continuing operations
    27,948     16,829  
Depreciation and amortization – discontinued operations
        77  
Net gain on sale of interests in real estate – continued operations
        (1,148 )
Net gain on sale of interests in real estate – discontinued operations
        (45 )
Minority interest attributable to continuing operations
    376     624  
Minority interest attributable to discontinued operations
        (6 )
   

 

 
Consolidated net operating income
    57,759     49,178  
Less: Net operating income of non same store properties     (13,026 )   (1,146 )
Less: Eliminations and non-property specific net operating income     (3,459 )   (4,960 )
   

 

 
Same Store net operating income
  $ 41,274   $ 43,072