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 23, 2006
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
The information in this Current Report on Form 8-K is furnished under Item 2.02 – “Results of Operations and Financial Condition.” Such information, including the exhibits attached hereto, shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
On February 23, 2006, we issued a press release announcing our financial results for the fourth quarter of 2005. The text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The press release includes “non-GAAP financial measures” within the meaning of the Securities and Exchange Commission’s Regulation G. With respect to such non-GAAP financial measures, 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 measures to the most directly comparable GAAP financial measure.
Item 9.01 Financial Statements and Exhibits
| Exhibits | |
| 99.1 | Press Release dated February 23, 2006 |
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 23, 2006 | By: /s/ | Gerard H. Sweeney |
| Gerard
H. Sweeney President and Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press Release dated February 23, 2006 |
 |
FOR IMMEDIATE RELEASE |
| Contact: | |
| Press Contact: | Investor 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 Fourth Quarter and Full Year 2005 Earnings
PLYMOUTH MEETING, PA, February 23, 2006– Brandywine Realty Trust (NYSE:BDN) announced today that diluted earnings per share (EPS) was $0.12 for the fourth quarter of 2005, an increase of $0.01 per share as compared to $0.11 for the fourth quarter of 2004. Net income was $8.6 million for the fourth quarter, an increase of $0.1 million, as compared to $8.5 million for the fourth quarter of 2004.
Diluted EPS was $0.62 for the year ended December 31, 2005, a decrease of $0.53 per share as compared to $1.15 per share for the year ended December 31, 2004. Net income was $42.8 million for the year ended December 31, 2005, a decrease of $17.5 million, as compared to $60.3 million for the year ended December 31, 2004. Net income in 2004 included a $4.5 million gain on the redemption of preferred shares.
Diluted funds from operations (FFO) was $36.0 million or $0.62 per share for the fourth quarter of 2005 compared to $38.9 million or $0.68 per share for the fourth quarter of 2004. FFO for the fourth quarter of 2005 excludes a previously disclosed $1.9 million or $0.04 per share write-off of deferred financing costs as a result of the termination of a $450 million line of credit upon entering into a new $600 million credit agreement on December 22, 2005. 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 repayment of two unsecured term loans.
FFO for the year ended December 31, 2005 was $143.7 million or $2.47 per share as compared to $133.9 million or $2.61 per share in 2004. FFO for 2005 excludes the write-off of $1.9 million in deferred financing costs. FFO for 2004 excludes the write-off of $3.0 million in deferred financing costs in the fourth quarter and a gain of $4.5 million related to redemptions in February 2004 of preferred units in the Company’s operating partnership.
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 strong performance in the fourth quarter is a testament to our operations and leasing team. We did not miss a beat while working through the process of planning for the January 5, 2006 closing of the Prentiss transaction.” Mr. Sweeney went on to say, “Our focus on our markets is reflected in both the strong tenant retention and positive absorption in the portfolio during the quarter. We are also delighted to have achieved our first year Dallas recycling target so soon after closing and we look forward to assessing reinvestment alternatives.”
Brandywine Realty Trust Summary Portfolio Performance
| • | The 2005 payout ratio of FFO was 71.2% for the fourth quarter and 71.2% for the full year |
| • | In 2005, rental rate growth on new leases computed on a straight-line basis declined 10.2% for the fourth quarter and 8.0% for the full year |
| • | In 2005, rental rate growth on renewals computed on a straight-line basis declined 2.0% for the fourth quarter and 0.8% for the full year |
| • | The 2005 retention rate was 80.5% for the fourth quarter and 74.5% for the full year |
| • | The portfolio was 90.9% occupied and 92.3% leased as of December 31, 2005 |
| • | In the fourth quarter, leases expired or were terminated for approximately 688,000 square feet, leases were renewed for approximately 554,000 square feet and new leases were signed for approximately 270,000 square feet |
| • | In 2005, leases expired or were terminated for approximately 4,283,000 square feet, leases were renewed for approximately 3,191,000 square feet and new leases were signed for approximately 913,000 square feet |
Distributions
On November 9, 2005, the Board of Trustees declared a regular quarterly dividend distribution of $0.44 per common share that was paid January 17, 2006 to shareholders of record as of November 18, 2005. On December 21, 2005 the Board of Trustees declared a dividend for the period January 1, 2006 through January 4, 2006 of $0.02 per common share that was paid on January 17, 2006. The Company also declared its dividend for the fourth quarter of $0.46875 per 7.50% Series C Cumulative Redeemable Preferred Share and $0.460938 per 7.375% Series D Cumulative Redeemable Preferred Share that was paid on January 17, 2006 to holders of record of the Series C and Series D Preferred Shares as of December 30, 2005.
Recent Transactions
On November 30, 2005 Prentiss Properties announced the official groundbreaking for 2100 Franklin, a nine-story 220,000 square feet addition to the company’s 20-story building at 2101 Webster Street in Oakland, California. The combined office complex, named “Center 21” will be one of Oakland’s largest at 680,000 square feet.
On January 5, 2006, the Company announced the completion of its merger with Prentiss Properties Trust. As part of this transaction, Brandywine acquired certain Prentiss Properties' assets in Washington, D.C., northern and southern California, all properties in Austin and Dallas, Texas, as well as related land holdings. As a result of this transaction, Brandywine now owns/manages a 46 million square foot portfolio and has a total market capitalization of approximately $6 billion, making it one of the largest office REITs in the industry.
2
On February 10, 2006, the Company announced it closed on the $172 million sale of Burnett Plaza, a 1,024,627 square foot office property located in Fort Worth, Texas. The purchaser will assume the existing $114.2 million mortgage which has a maturity date of April 2015. In the short-term, the net proceeds to Brandywine of approximately $58 million will be used to reduce borrowings under the Company's revolving credit facility.
On February 10, 2006, the Company announced that it acquired 100 Lenox Drive, a 90,000 square foot office building, in the Princeton Pike Corporate Center in Lawrenceville, New Jersey for $10.15 million. The acquisition of 100 Lenox completes Brandywine’s assemblage of the entire office park which totals nearly 800,000 square feet with additional capacity of 400,000 square feet. The building has served as a single-tenant corporate headquarters since it was originally constructed. Brandywine intends to reposition the property by completely renovating the building and positioning it for multi-tenant occupancy or a single, large office user.
On February 14, 2006, the Company announced that it broke ground on Metroplex I, the first of three buildings planned as part of the Metroplex Corporate Center, located on a 23-acre site in Plymouth Meeting, Pennsylvania. The new Class A office building will span five stories and consist of more than 120,000 square feet of headquarters-quality office space. The anticipated completion is in the first half of 2007.
Status of Chicago Asset Sales
As of the date of this release the O’Hare Plaza II asset is the only wholly-owned Prentiss Chicago property remaining in the Company’s portfolio. This property is under a non-contingent agreement of sale and is expected to close on or about March 15, 2006.
Recent Financing Transactions
On December 20, 2005, the Company’s operating partnership sold $300 million of 5.625% unsecured notes due December 15, 2010. Net proceeds were used to reduce outstanding borrowings under the Company’s revolving credit facility.
On January 5, 2006, the Company entered into a $750 million term loan agreement. The proceeds of the term loan, along with other sources of funds, were used to fund a portion of the cash consideration payable in the acquisition of Prentiss. The term loan matures on January 4, 2007 and currently bears interest at Libor plus 1.0%.
2006 Financial Outlook
The Company is introducing revised 2006 FFO per share guidance reflecting the closing on January 5, 2006 of its merger with Prentiss Properties Trust and the sale on February 10, 2006 of Burnett Plaza. The FFO per share guidance is based on the 2006 FFO guidance issued by the Company on November 1, 2005 of $2.55 to $2.63 per share adjusted to reflect a larger then forecast December 2005 bond offering and higher than forecast short-term interest rates ($0.02), higher G&A costs primarily attributed to integration costs not previously forecast as an expense ($0.01) and a fine-tuning of our leasing and operating costs ($0.01). We believe that the contribution from the Prentiss merger, adjusted to reflect approximately $0.01 per share of additional interest expense on the re-financing of our $750 million acquisition term loan will be $0.04 per share. Therefore, prior to adjusting for the sale of Burnett Plaza, we anticipated combined Company FFO per share of $2.55 to $2.63. We anticipate the sale of Burnett Plaza will be $0.05 dilutive to that range. When taking these facts and adjustments into account, as of the date of this release, the Company expects its 2006 FFO per share to be $2.50 to $2.58 and its full year 2006 EPS to be $0.33 to $0.41. The Company expects its first quarter 2006 EPS to be $0.02 to $0.04 and FFO per share to be $0.55 to $0.57.
3
The Company’s guidance continues to be predicated on the following key and variable operating assumptions:
| • | The historic Brandywine same-store portfolio achieves the following percentage changes from 2005 results: |
| – | GAAP rents and reimbursements (not including termination fees) increase 1.25% to 1.75% |
| – | Net operating income declines 0.5% to 2.0% |
| – | Average occupancy ranges from unchanged to an increase of 1.0% |
| • | The Company’s expected contribution from the Prentiss acquisition is as a result of the following: |
| – | Property level average occupancy to grow 2.5% to 3.0% from year end 2005 levels and cash rents to decline 3.0% to 7.0% from their previous levels |
| – | We continue to expect an approximately $9 million addition to rental income resulting from the re-setting of straight line rents at closing of the Prentiss merger and an estimated $4 million reduction in rental income resulting from the mark-to-market adjustment component of the application of FAS 141 |
| – | G&A of $10 million, inclusive of synergies in connection with the merger of approximately $5 million |
| – | Third party fee income of approximately $2 million |
In addition to these operating assumptions, the Company’s financial forecast includes the following key and variable development, acquisition and financing assumptions:
| • | Completion of the Brandywine development projects in accordance with the estimates identified in our supplemental disclosure as of December 31, 2005 and continuation of a development in Oakland, California acquired in the Prentiss merger |
| • | In addition to the previously announced development starts, the commencement of projects in Austin, Texas and Lawrenceville, New Jersey |
| • | Refinance the $750 million acquisition term loan in the first half of 2006 through long-term unsecured notes |
These estimates may be positively or negatively impacted primarily by the timing and terms of property leases, and actual operating expenses, development costs and interest rates as compared to our forecast.
4
The following table illustrates the above FFO per share guidance:
| 2006 FFO Per Share Estimate | ||||
| Previous guidance | $2.55 | |||
| Adjustment for increased size of December 2005 bond offering and higher than previously forecast interest rates | (0.02) | |||
| Increased G&A costs, primarily related to integration | (0.01) | |||
| Leasing, property operating costs | (0.01) | |||
| Contribution from Prentiss transaction, including an additional $0.01 of financing costs | 0.04 | |||
| Revised guidance- low end sub total | $2.55 | |||
| Dilution from sale of Burnett Plaza | (0.05) | |||
| Revised low-end guidance | $2.50 | |||
| Revised guidance range | $2.50-$2.58 | |||
The foregoing estimates reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and earnings impact of the events referenced in this release. The estimates do not include possible future gains or losses from property dispositions or the impact on operating results from possible future property acquisitions or dispositions. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. The Company is not able to assess at this time the potential impact of these factors on projected EPS. By definition, FFO does not include real estate-related depreciation and amortization or gains or losses associated with disposition activities. There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth above.
New Accounting Pronouncements
The Company is currently evaluating the impact of FIN 47, “Accounting for Contingent Asset Retirement Obligations,” which requires us to recognize asset retirement obligations that are conditional on a future event, such as the obligation to safely dispose of asbestos when a building is demolished or under certain circumstances, renovated. Upon adoption of FIN 47, we will record a cumulative effect of a change in accounting principle. The impact of this pronouncement is not expected to have a material impact on the Company’s financial position, results of operations or FFO. Any adjustments necessary as a result of applying this pronouncement will be reflected in the Company’s December 31, 2005 report of Form 10-K to be filed with the SEC by March 16, 2006.
5
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, possible impairment charges, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, 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 Current Report on Form 8-K filed with the SEC on January 10, 2006. 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.
6
Although our FFO as adjusted differs from NAREIT’s definition of FFO, and may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful supplemental measure of our operating performance because we believe that, by excluding the effects of the extinguishments of debt and the impact of preferred share redemptions, management and investors are presented with an indicator of our operating performance that more closely achieves the objectives of the real estate industry in presenting FFO.
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 24, 2006 at 11:00 a.m. ET. Call 1-888-889-5602. After the conference, a taped replay of the call can be accessed 24 hours a day through Friday, March 10, 2006 by calling 1-877-519-4471 – access code 6977888. 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 fourth 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 (NYSE: BDN), with headquarters in Plymouth Meeting, Pa., is one of the largest full-service, completely integrated real estate companies in the United States. Organized as a real estate investment trust (REIT), Brandywine owns, manages or has ownership interest in office and industrial properties aggregating 46 million square feet.
For more information, visit Brandywine’s website at www.brandywinerealty.com.
# # #
7
BRANDYWINE REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
| December 31, | December 31, | |||||
| 2005 | 2004 | |||||
| ASSETS | ||||||
| Real estate investments: | ||||||
| Operating properties | $ | 2,560,061 | $ | 2,483,134 | ||
| Accumulated depreciation | (390,333 | ) | (325,802 | ) | ||
| 2,169,728 | 2,157,332 | |||||
| Construction-in-progress | 273,240 | 145,016 | ||||
| Land held for development | 98,518 | 61,517 | ||||
| 2,541,486 | 2,363,865 | |||||
| Cash and cash equivalents | 7,174 | 15,346 | ||||
| Escrowed cash | 18,497 | 17,980 | ||||
| Accounts receivable, net | 12,874 | 11,999 | ||||
| Accrued rent receivable, net | 47,034 | 32,641 | ||||
| Investment in marketable securities | – | 423 | ||||
| Investment in real estate ventures | 13,331 | 12,754 | ||||
| Deferred costs, net | 37,602 | 34,449 | ||||
| Intangible assets, net | 78,097 | 101,056 | ||||
| Other assets | 49,649 | 43,471 | ||||
| Total assets | $ | 2,805,744 | $ | 2,633,984 | ||
| LIABILITIES AND BENEFICIARIES' EQUITY | ||||||
| Mortgage notes payable | $ | 494,777 | $ | 518,234 | ||
| Borrowings under credit facilities | 90,000 | 152,000 | ||||
| Unsecured senior notes, net of discounts | 936,607 | 636,435 | ||||
| Accounts payable and accrued expenses | 52,635 | 49,242 | ||||
| Distributions payable | 28,880 | 27,363 | ||||
| Tenant security deposits and deferred rents | 20,953 | 20,046 | ||||
| Acquired lease intangibles, net | 34,704 | 39,271 | ||||
| Other liabilities | 4,466 | 1,525 | ||||
| Total liabilities | 1,663,022 | 1,444,116 | ||||
| Minority interest | 37,859 | 42,866 | ||||
| Beneficiaries' equity: | ||||||
| Preferred shares - Series C | 20 | 20 | ||||
| Preferred shares - Series D | 23 | 23 | ||||
| Common shares | 562 | 553 | ||||
| Additional paid-in capital | 1,369,913 | 1,346,651 | ||||
| Cumulative earnings | 413,281 | 370,515 | ||||
| Accumulated other comprehensive loss | (3,169 | ) | (3,130 | ) | ||
| Cumulative distributions | (675,767 | ) | (567,630 | ) | ||
| Total beneficiaries' equity | 1,104,863 | 1,147,002 | ||||
| 1,142,722 | 1,189,868 | |||||
| Total liabilities and beneficiaries' equity | $ | 2,805,744 | $ | 2,633,984 | ||
BRANDYWINE REALTY
TRUST
CONSOLIDATED STATEMENTS OF
OPERATIONS
(unaudited, in thousands,
except share and per share data)
Three
Months Ended
|
Twelve
Months Ended
|
|||||||||||
December
31,
|
December
31,
|
December
31,
|
December
31,
|
|||||||||
2005
|
2004
|
2005
|
2004
|
|||||||||
| Revenue | ||||||||||||
| Rents | $ | 83,840 | $ | 81,107 | $ | 328,072 | $ | 275,631 | ||||
| Tenant reimbursements | 14,587 | 11,909 | 49,509 | 37,572 | ||||||||
| Other | 2,059 | 2,875 | 13,879 | 12,018 | ||||||||
| Total revenue | 100,486 | 95,891 | 391,460 | 325,221 | ||||||||
| Operating Expenses | ||||||||||||
| Property operating expenses | 30,224 | 25,763 | 114,876 | 89,857 | ||||||||
| Real estate taxes | 10,290 | 9,687 | 39,411 | 31,062 | ||||||||
| Depreciation and amortization | 27,096 | 28,991 | 111,886 | 79,904 | ||||||||
| Administrative expenses | 4,366 | 4,123 | 17,982 | 15,100 | ||||||||
| Total operating expenses | 71,976 | 68,564 | 284,155 | 215,923 | ||||||||
| Operating income | 28,510 | 27,327 | 107,305 | 109,298 | ||||||||
| Other income (expense) | ||||||||||||
| Interest income | 410 | 247 | 1,376 | 840 | ||||||||
| Interest expense | (20,997 | ) | (19,535 | ) | (74,363 | ) | (55,061 | ) | ||||
| Equity in income of real estate ventures | 876 | 451 | 3,172 | 2,024 | ||||||||
| Net gain on sale of interests in real estate | – | 74 | 4,640 | 2,975 | ||||||||
| Income before minority interest | 8,799 | 8,564 | 42,130 | 60,076 | ||||||||
| Minority interest attributable to continuing operations | (171 | ) | (332 | ) | (1,331 | ) | (2,472 | ) | ||||
| Income from continuing operations | 8,628 | 8,232 | 40,799 | 57,604 | ||||||||
| Discontinued operations: | ||||||||||||
| (Loss) income from discontinued operations | – | (95 | ) | (159 | ) | (336 | ) | |||||
| Net gain on disposition of discontinued operations | – | 401 | 2,196 | 3,136 | ||||||||
| Minority interest | – | (11 | ) | (69 | ) | (101 | ) | |||||
| – | 295 | 1,968 | 2,699 | |||||||||
| Net income | 8,628 | 8,527 | 42,767 | 60,303 | ||||||||
| Income allocated to Preferred Shares | (1,998 | ) | (2,348 | ) | (7,992 | ) | (9,720 | ) | ||||
| Preferred Share redemption gain (charge) | – | – | – | 4,500 | ||||||||
| Income allocated to Common Shares | $ | 6,630 | $ | 6,179 | $ | 34,775 | $ | 55,083 | ||||
| PER SHARE DATA | ||||||||||||
| Basic income per Common Share | $ | 0.12 | $ | 0.11 | $ | 0.62 | $ | 1.15 | ||||
| Basic weighted-average shares outstanding | 56,179,175 | 54,382,030 | 55,846,268 | 47,781,789 | ||||||||
| Diluted income per Common Share | $ | 0.12 | $ | 0.11 | $ | 0.62 | $ | 1.15 | ||||
| Diluted weighted-average shares outstanding | 56,357,483 | 54,654,967 | 56,104,588 | 48,018,704 | ||||||||
BRANDYWINE REALTY
TRUST
FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION
(unaudited, in thousands, except share and per share data)
Three
Months Ended
|
Twelve
Months Ended
|
|||||||||||
12/31/05
|
12/31/04
|
12/31/05
|
12/31/04
|
|||||||||
| Reconciliation of Net Income to Funds from Operations (FFO): | ||||||||||||
| Net income | $ | 8,628 | $ | 8,527 | $ | 42,767 | $ | 60,303 | ||||
| Add (deduct): | ||||||||||||
| Minority interest attributable to continuing operations | 171 | 332 | 1,331 | 2,472 | ||||||||
| Net gains on sale of interests in real estate | – | (74 | ) | (4,640 | ) | (2,975 | ) | |||||
| Minority interest attributable to discontinued operations | – | 11 | 69 | 101 | ||||||||
| Net gains on disposition of discontinued operations | – | (401 | ) | (2,196 | ) | (3,136 | ) | |||||
| Income before net gains on sale of interests in real estate and minority interest | 8,799 | 8,395 | 37,331 | 56,765 | ||||||||
| Add: | ||||||||||||
| Depreciation: | ||||||||||||
| Real property | 20,890 | 20,468 | 83,353 | 63,192 | ||||||||
| Real estate ventures | 370 | 782 | 1,798 | 2,389 | ||||||||
| Amortization of leasing costs (includes acquired intangibles) | 6,041 | 8,275 | 27,304 | 15,890 | ||||||||
| Perpetual Preferred Share distributions | (1,998 | ) | (1,998 | ) | (7,992 | ) | (7,332 | ) | ||||
| Preferred Share redemption gain (charge) | – | – | – | 4,500 | ||||||||
| Funds from operations (FFO) | $ | 34,102 | $ | 35,922 | $ | 141,794 | $ | 135,404 | ||||
| FFO, excluding non-recurring items (1) | $ | 36,024 | $ | 38,917 | $ | 143,716 | $ | 133,899 | ||||
| FFO per share - fully diluted | $ | 0.58 | $ | 0.63 | $ | 2.44 | $ | 2.64 | ||||
| FFO per share - fully diluted, excluding non-recurring items (1) | $ | 0.62 | $ | 0.68 | $ | 2.47 | $ | 2.61 | ||||
| Weighted-average shares/units outstanding - fully diluted | 58,302,750 | 57,415,913 | 58,111,162 | 51,358,343 | ||||||||
| EPS - diluted | $ | 0.12 | $ | 0.11 | $ | 0.62 | $ | 1.15 | ||||
| Weighted-average shares outstanding - fully diluted | 56,357,483 | 54,654,967 | 56,104,588 | 48,018,704 | ||||||||
| Dividend per Common Share | $ | 0.44 | $ | 0.44 | $ | 1.76 | $ | 1.76 | ||||
| Payout ratio of FFO (Dividend per Common Share divided by FFO per Common Share) | 75.2 | % | 70.3 | % | 72.1 | % | 66.8 | % | ||||
| Payout ratio of FFO, excluding non recurring items (1) | 71.2 | % | 64.9 | % | 71.2 | % | 67.5 | % | ||||
| CASH AVAILABLE FOR DISTRIBUTION (CAD) | ||||||||||||
| FFO, excluding non-recurring items (1) | $ | 36,024 | $ | 38,917 | $ | 143,716 | $ | 133,899 | ||||
| Add (deduct): | ||||||||||||
| Rental income from straight-line rents | (4,137 | ) | (2,142 | ) | (14,953 | ) | (6,023 | ) | ||||
| Deferred market rental income | (491 | ) | (526 | ) | (1,542 | ) | (406 | ) | ||||
| Amortization: | ||||||||||||
| Deferred financing costs | 394 | 408 | 1,845 | 1,967 | ||||||||
| Deferred compensation costs | 692 | 467 | 2,765 | 2,114 | ||||||||
| Second generation capital expenditures (2): | ||||||||||||
| Building and tenant improvements | (7,975 | ) | (10,271 | ) | (33,075 | ) | (33,813 | ) | ||||
| Lease commissions | (785 | ) | (1,231 | ) | (3,534 | ) | (4,692 | ) | ||||
| Cash available for distribution | $ | 23,722 | $ | 25,622 | $ | 95,222 | $ | 93,046 | ||||
| Weighted-average shares/units outstanding - fully diluted | 58,302,750 | 57,415,913 | 58,111,162 | 51,358,343 | ||||||||
| Dividend per Common Share | $ | 0.44 | $ | 0.44 | $ | 1.76 | $ | 1.76 | ||||
| Cash flows from: | ||||||||||||
| Operating activities | $ | 21,379 | $ | 52,180 | $ | 125,146 | $ | 152,890 | ||||
| Investing activities | (46,265 | ) | (47,936 | ) | (252,416 | ) | (682,652 | ) | ||||
| Financing activities | 8,720 | 1,239 | 119,098 | 536,556 | ||||||||
| (1) | 2005 represents FFO excluding the write-off of deferred financing costs in the 4th Quarter of $1.9 million as a result of terminating the existing line of credit upon entering into the amended and restated credit agreement on 12/22/05. 2004 represents FFO excluding the write-off of deferred financing costs in the 4th Quarter of $3.0 million associated with the Company's repayment of the 2007 and 2008 Unsecured Term Loans and 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). |
BRANDYWINE REALTY
TRUST
SAME STORE OPERATIONS - QUARTER
(unaudited and in thousands)
Of the 251 Properties owned by the Company as of December 31, 2005, a total of 237 Properties ("Same Store Properties") containing an aggregate of 17.8 million net rentable square feet were owned for the entire three-month periods ended December 31, 2005 and 2004. Average occupancy for the Same Store Properties was 90.9% during 2005 and 91.4% during 2004. The following table sets forth revenue and expense information for the Same Store Properties:
Quarter
Ended December 31, |
Dollar |
Percent |
|||||||||
2005 |
2004 |
Variance |
Variance |
||||||||
| Revenue | |||||||||||
| Rents (a) | $ | 76,241 | $ | 79,225 | $ | (2,984 | ) | -3.8 | % | ||
| Tenant reimbursements | 14,655 | 12,577 | 2,078 | 16.5 | % | ||||||
| Other (b) | 817 | 1,071 | (254 | ) | -23.7 | % | |||||
| 91,713 | 92,873 | (1,160 | ) | -1.2 | % | ||||||
| Operating expenses | |||||||||||
| Property operating expenses | 28,910 | 26,144 | 2,766 | 10.6 | % | ||||||
| Real estate taxes | 9,195 | 8,770 | 425 | 4.8 | % | ||||||
| 38,105 | 34,914 | 3,191 | 9.1 | % | |||||||
| Net operating income | $ | 53,608 | $ | 57,959 | $ | (4,351 | ) | -7.5 | % | ||
| (a) | Includes straight-line rental income of $2,912 for 2005 and $2,015 for 2004 |
| (b) | Includes net termination fee income of $196 for 2005 and $347 for 2004 |
The following table is a reconciliation of Net Income to Same Store net operating income:
Quarter
Ended December 31, |
||||||
| |
||||||
2005 |
2004 |
|||||
| Net Income | $ | 8,628 | $ | 8,527 | ||
| Add/(deduct): | ||||||
| Interest income | (410 | ) | (247 | ) | ||
| Interest expense | 20,997 | 19,535 | ||||
| Administrative expenses | 4,366 | 4,123 | ||||
| Equity in income of real estate ventures | (876 | ) | (451 | ) | ||
| Depreciation and amortization – continuing operations | 27,096 | 28,991 | ||||
| Depreciation and amortization – discontinued operations | – | 18 | ||||
| Net gain on sale of interests in real estate – continued operations | – | (74 | ) | |||
| Net gain on sale of interests in real estate – discontinued operations | – | (401 | ) | |||
| Minority interest attributable to continuing operations | 171 | 332 | ||||
| Minority interest attributable to discontinued operations | – | 11 | ||||
| Consolidated net operating income | 59,972 | 60,364 | ||||
| Less: Net operating income of non same store properties | (2,939 | ) | (525 | ) | ||
| Less: Eliminations and non-property specific net operating income | (3,425 | ) | (1,880 | ) | ||
| Same Store net operating income | $ | 53,608 | $ | 57,959 | ||
BRANDYWINE REALTY
TRUST
SAME
STORE OPERATIONS - YEAR
(unaudited and in thousands)
Of the 251 Properties owned by the Company as of December 31, 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 years ended December 31, 2005 and 2004. Average occupancy for the Same Store Properties was 91.6% during 2005 and 91.1% during 2004. The following table sets forth revenue and expense information for the Same Store Properties:
Year
Ended December 31, |
Dollar |
Percent |
|||||||||
| |
|||||||||||
2005 |
2004 |
Variance |
Variance |
||||||||
| |
|
|
|||||||||
| Revenue | |||||||||||
| Rents (a) | $ | 245,234 | $ | 248,725 | $ | (3,491 | ) | -1.4 | % | ||
| Tenant reimbursements | 37,071 | 34,037 | 3,034 | 8.9 | % | ||||||
| Other (b) | 7,329 | 3,967 | 3,362 | 84.7 | % | ||||||
| 289,634 | 286,729 | 2,905 | 1.0 | % | |||||||
| Operating expenses | |||||||||||
| Property operating expenses | 91,423 | 88,266 | 3,157 | 3.6 | % | ||||||
| Real estate taxes | 28,814 | 27,399 | 1,415 | 5.2 | % | ||||||
| 120,237 | 115,665 | 4,572 | 4.0 | % | |||||||
| Net operating income | $ | 169,397 | $ | 171,064 | $ | (1,667 | ) | -1.0 | % | ||
| (a) | Includes straight-line rental income of $5,345 for 2005 and $4,801 for 2004 |
| (b) | Includes net termination fee income of $4,803 for 2005 and $1,525 for 2004 |
The following table is a reconciliation of Net Income to Same Store net operating income:
Year
Ended December 31, |
||||||
2005 |
2004 |
|||||
| Net Income | $ | 42,767 | $ | 60,303 | ||
| Add/(deduct): | ||||||
| Interest income | (1,376 | ) | (840 | ) | ||
| Interest expense | 74,363 | 55,061 | ||||
| Administrative expenses | 17,982 | 15,100 | ||||
| Equity in income of real estate ventures | (3,172 | ) | (2,024 | ) | ||
| Depreciation and amortization – continuing operations | 111,886 | 79,904 | ||||
| Depreciation and amortization – discontinued operations | 171 | 224 | ||||
| Net gain on sale of interests in real estate – continuing operations | (4,640 | ) | (2,975 | ) | ||
| Net gain on sale of interests in real estate – discontinued operations | (2,196 | ) | (3,136 | ) | ||
| Minority interest attributable to continuing operations | 1,331 | 2,472 | ||||
| Minority interest attributable to discontinued operations | 69 | 101 | ||||
| Consolidated net operating income | 237,185 | 204,190 | ||||
| Less: Net operating income of non same store properties | (50,390 | ) | (15,178 | ) | ||
| Less: Eliminations and non-property specific net operating income | (17,398 | ) | (17,948 | ) | ||
| Same Store net operating income | $ | 169,397 | $ | 171,064 | ||