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8-K - FORM 8-K - BRANDYWINE REALTY TRUSTbdnform8-kx07252012.htm


 
Company / Investor Contact:
     Marge Boccuti
     Manager, Investor Relations
     610-832-7702
     marge.boccuti@bdnreit.com

Brandywine Realty Trust Announces FFO per Diluted Share of $0.30 for the Second Quarter of 2012
Increases 2012 Guidance for FFO to $1.32 to $1.36 per Diluted Share

Radnor, PA, July 25, 2012 - Brandywine Realty Trust (NYSE:BDN), a real estate investment trust focused on the ownership, management and development of urban town center and suburban office properties in the mid-Atlantic region and other select markets throughout the United States, today reported its financial and operating results for the three and six-month periods ended June 30, 2012.
“The second quarter of 2012 featured significant progress on all aspects of our business plan,” stated Gerard H. Sweeney, President and Chief Executive Officer of Brandywine Realty Trust. “We had strong current period and forward leasing to maintain the upward trajectory in our portfolio occupancy, we met our $175 million sales plan with significant dispositions just before and following quarter-end, our Metro DC JV successfully closed on a high quality three-building office portfolio in Silver Spring, Maryland and our balance sheet and liquidity metrics remain particularly strong. As a result, we are increasing our previously issued 2012 FFO guidance to a range of $1.32 to $1.36 per diluted share and look forward to a strong finish over the balance of the year.”
Financial Highlights - Second Quarter
Net income allocated to common shares totaled $1.5 million or $0.01 per diluted share in the second quarter of 2012 compared to a net loss of ($8.2 million) or ($0.06) per diluted share in the second quarter of 2011.
Funds from operations available to common shares and units (FFO) in the second quarter of 2012 totaled $44.6 million or $0.30 per diluted share compared to $47.5 million or $0.32 per diluted share in the second quarter of 2011. Our second quarter 2012 FFO payout ratio was 50.0% ($0.15 common share distribution / $0.30 FFO per diluted share).
In the second quarter of 2012, we incurred $11.6 million of revenue maintaining capital expenditures which along with our other adjustments to FFO, resulted in $29.1 million of cash available for distribution (CAD) or $0.20 per diluted share compared to $20.5 million of CAD or $0.15 per diluted share in the second quarter of 2011 when we incurred $22.6 million of revenue maintaining capital expenditures. Our second quarter 2012 CAD payout ratio was 75.0% ($0.15 common share distribution / $0.20 CAD per diluted share).

Financial Highlights - Six Months
Net income allocated to common shares totaled $8.6 million or $0.06 per diluted share in the first six months of 2012 compared to a net loss of ($10.8 million) or ($0.08) per diluted share in the first six months of 2011.
FFO available to common shares and units in the first six months of 2012 totaled $91.7 million or $0.63 per diluted share compared to $95.7 million or $0.65 per diluted share in the first six months of 2011. Our FFO payout ratio for the first six months of 2012 was 47.6% ($0.30 common share distribution / $0.63 FFO per share).
In the first six months of 2012, we incurred $23.9 million of revenue maintaining capital expenditures which along with our other adjustments to FFO, resulted in $56.9 million of CAD or $0.39 per diluted share compared to $45.9 million of CAD or $0.33 per diluted share for the first six months of 2011 when we incurred $41.3 million of revenue maintaining capital expenditures. Our CAD payout ratio for the first six months of 2012 was 76.9% ($0.30 common share distribution / $0.39 CAD per diluted share).




555 East Lancaster Avenue, Suite 100; Radnor, PA 19087
Phone: (610) 325-5600 • Fax: (610) 325-5622




Portfolio Highlights
In the second quarter of 2012, our net operating income (NOI) excluding termination revenues and other income items increased 3.8% on a GAAP basis and 2.4% on a cash basis for our 215 same store properties which were 87.1% and 85.5% occupied on June 30, 2012 and June 30, 2011, respectively.
During the second quarter of 2012, we commenced occupancy on 600,485 square feet of total leasing activity including 345,235 square feet of renewals, 175,229 square feet of new leases and 80,021 square feet of tenant expansions. We have an additional 527,721 square feet of executed new leasing scheduled to commence subsequent to June 30, 2012.
During the second quarter of 2012, we achieved a 73.3% tenant retention ratio in our core portfolio with positive net absorption of 19,957 square feet. During the second quarter of 2012, we experienced a 3.7% increase on our renewal rental rates and a 6.6% increase on our new lease/expansion rental rates, both on a GAAP basis.
At June 30, 2012, our core portfolio of 218 properties comprising 24.3 million square feet was 86.9% occupied and 89.0% leased (reflecting new leases commencing after June 30, 2012).

Investment Highlights
During the second quarter of 2012, we completed the previously disclosed disposition of Pacific Ridge Corporate Center, an 83.7% leased, two-building office property totaling 121,381 square feet in Carlsbad, California for $29.0 million or $239 per square foot, and recorded a ($2.8 million) loss on the sale.  We used the net proceeds from this sale for general corporate purposes.
Subsequent to quarter end, our Brandywine-AI Joint Venture completed the previously disclosed acquisition of Station Square, a 92.8% leased, three-property office portfolio totaling 499,395 square feet in Silver Spring, Maryland for $120.6 million, or $241 per square foot, using a $66.5 million seven-year, 3.22% interest-only, non-recourse financing and $54.1 million contributed pro rata by the two partners. We funded our 50% share from available corporate funds.
Subsequent to quarter end, we completed the previously disclosed disposition of Oaklands Corporate Center, an 81.6% leased, eleven-property flex/office portfolio totaling 466,719 square feet in Exton, Pennsylvania for $52.7 million or $113 per square foot, and expect to record a $9.9 million gain on the sale in the third quarter of 2012. We used the net proceeds from this sale for general corporate purposes.
We are currently proceeding with the redevelopment of 660 West Germantown Pike, a 154,392 square foot office building located in Plymouth Meeting, Pennsylvania that we acquired vacant in the first quarter of 2012 for $9.1 million. The redevelopment is expected to cost an additional $18.8 million ($4.9 million of which has already been funded), be completed by September 30, 2012 and be stabilized in early 2013, and is already 58.2% pre-leased.

Capital Markets Highlights
During the second quarter of 2012, as previously disclosed, we used available corporate funds to repay the $151.2 million balance of our 5.75% senior unsecured notes due April 1, 2012.
During the second quarter of 2012, as previously disclosed, we closed a public offering of 4.0 million shares of 6.90% Series E Cumulative Redeemable Preferred Shares at $25.00 per share. We used a portion of the net proceeds from this offering to fund the redemption of all 2.0 million outstanding shares of our 7.50% Series C Cumulative Redeemable Preferred Shares at an aggregate cost of $50.0 million plus accumulated and unpaid dividends and used the remaining net proceeds for general corporate purposes. We recognized a $2.1 million expense in the second quarter of 2012 related to the redemption of our 7.50% Series C Cumulative Redeemable Preferred Shares.
During the second quarter of 2012, the borrower exercised an option to prepay the full $22.5 million balance plus $1.0 million of accrued interest on a seller-financing note we had extended to them in connection with their purchase from us of a two-building portfolio in Trenton, New Jersey in the fourth quarter of 2009. As a result of the prepayment, we recognized a deferred gain of $12.9 million on the original sale, $1.0 million of deferred interest income on the note and $0.3 million of incremental management income due to the termination of the underlying property management agreement. We used the net proceeds from this prepayment for general corporate purposes.
During the second quarter of 2012, we repurchased $10.7 million of our 2014 and 2015 unsecured senior notes in a series of open-market transactions and incurred a ($1.3 million) loss on the early extinguishment of debt. We funded these repurchases with available corporate funds.
During the second quarter of 2012, we used a series of open-market sales to reduce the balance of our securities available-for-sale to $42.1 million at June 30, 2012 with no material loss of principal. Subsequent to quarter end,

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we reduced our securities available-for-sale balance to zero through additional open-market sales. We used the net proceeds from these securities sales for general corporate purposes.
At June 30, 2012, our net debt to gross assets measured 42.8% reflecting $190.1 million of cash and cash equivalents and $42.1 million of securities available for sale. We currently have no outstanding balance on our $600.0 million unsecured revolving credit facility.
For the quarter ended June 30, 2012, we achieved a 2.5 EBITDA to interest coverage ratio and a 7.0 ratio of net debt to annualized quarterly EBITDA based on consolidated EBITDA excluding non-recurring items, and inclusive of our pro rata share of unconsolidated EBITDA, interest and net debt.

Distributions
On May 31, 2012, our Board of Trustees declared a quarterly dividend distribution of $0.15 per common share that was paid on July 19, 2012 to shareholders of record as of July 5, 2012. Our Board also declared quarterly dividend distributions of $0.460938 per 7.375% Series D Cumulative Redeemable Preferred Share and $0.4504 per 6.90% Series E Cumulative Redeemable Preferred Share that were paid on July 16, 2012 to holders of record as of June 30, 2012 of the Series D and Series E Preferred Shares, respectively. The Series E Preferred distribution reflects four additional days in the current period over the normal quarterly period in which the accrued distribution would equal $0.43125 per share.
As previously disclosed, all 2.0 million of our outstanding 7.50% Series C Cumulative Redeemable Preferred Shares were called for early redemption on May 3, 2012 on which date each share received the $25.00 redemption price plus $0.09375 of accumulated and unpaid distributions.
2012 Earnings and FFO Guidance
Based on current plans and assumptions and subject to the risks and uncertainties more fully described in our Securities and Exchange Commission filings, we are increasing our previously issued guidance for 2012 FFO per diluted share to be in a range of $1.32 to $1.36 versus the prior range of $1.30 to $1.35. This guidance is provided for informational purposes and is subject to change. The following is a reconciliation of the calculation of 2012 FFO per diluted share and earnings per diluted share:
Guidance for 2012
   Range or Value
Earnings (loss) per diluted share allocated to common shareholders    
$0.10
 to
$0.14
Less: gains on sales of real estate    
(0.24)
 
(0.24)
Plus: real estate depreciation and amortization    
1.46
 
1.46
 
 
 
 
FFO per diluted share
$1.32
 to
$1.36
Our 2012 FFO guidance does not include income arising from the sale of undepreciated real estate. Our 2012 earnings and FFO per diluted share each reflect $0.08 per diluted share of non-cash income attributable to the second of five annual recognitions of 20% of the total net benefit of the previously disclosed rehabilitation tax credit financing on the 30th Street Post Office. Other key assumptions include occupancy improving to 89.4% by year-end 2012, a 0.0% - 2.0% increase (GAAP) in overall lease rates, a resulting 1.0 - 3.0% increase in 2012 same store NOI (GAAP), no additional capital markets activity, $175.8 million of completed sales activity and 147.0 million fully diluted weighted average shares.
Non-GAAP Supplemental Financial Measures
We compute our financial results in accordance with generally accepted accounting principles (GAAP). Although FFO, NOI and CAD are non-GAAP financial measures, we believe that FFO, NOI and CAD calculations are helpful to shareholders and potential investors and are widely recognized measures of real estate investment trust performance. At the end of this press release, we have provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measure.


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Funds from Operations (FFO)
We compute 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 us. NAREIT defines FFO as net income (loss) before non-controlling interests and excluding gains (losses) on sales of depreciable operating property, impairment losses on depreciable consolidated real estate, impairment losses on investments in unconsolidated real estate ventures and extraordinary items (computed in accordance with GAAP); plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after similar adjustments for unconsolidated joint ventures. Net income, the GAAP measure that we believe to be most directly comparable to FFO, includes depreciation and amortization expenses, gains or losses on property sales, extraordinary items and non-controlling interests. To facilitate a clear understanding of our 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 flow from operating activities (determined 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 our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions to shareholders.
Net Operating Income (NOI)
NOI is a non-GAAP financial measure equal to net income available to common shareholders, the most directly comparable GAAP financial measure, plus corporate general and administrative expense, depreciation and amortization, interest expense, non-controlling interests and losses from early extinguishment of debt, less interest income, development and management income, gains from property dispositions, gains on sale from discontinued operations, gains on early extinguishment of debt, income from discontinued operations, income from unconsolidated joint ventures and non-controlling interests. In some cases, we also present NOI on a cash basis, which is NOI after eliminating the effect of straight-lining of rent and deferred market intangible amortization. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. NOI should not be considered an alternative to net income as an indication of our performance, or as an alternative to cash flow from operating activities as a measure of our liquidity or ability to make cash distributions to shareholders.
Cash Available for Distribution (CAD)
CAD is a non-GAAP financial measure that is not intended as an alternative to cash flow from operating activities as determined under GAAP. CAD is presented solely as a supplemental disclosure with respect to liquidity because we believe it provides useful information regarding our ability to fund our distributions. Because other companies do not necessarily calculate CAD the same way as we do, our presentation of CAD may not be comparable to similarly titled measures provided by other companies.
Revenue Maintaining Capital Expenditures
Revenue maintaining capital expenditures, a non-GAAP financial measure, are a component of our CAD calculation and represent the portion of capital expenditures required to maintain our current level of funds available for distribution. Revenue maintaining capital expenditures include current tenant improvement and allowance expenditures for all tenant spaces that have been owned for at least one year, and that were not vacant during the twelve-month period prior to the date that the tenant improvement or allowance expenditure was incurred. Revenue maintaining capital expenditures also include other expenditures intended to maintain our current revenue base. Accordingly, we exclude capital expenditures related to development and redevelopment projects, as well as certain projects at our core properties that are intended to attract prospective tenants in order to increase revenues and/or occupancy rates.
Second Quarter Earnings Call and Supplemental Information Package
We will host a conference call on Thursday, July 26, 2012 at 9:00 a.m. EDT. The conference call can be accessed by calling 1-800-683-1525 and referencing conference ID #29831420. Beginning two hours after the conference call, a taped replay of the call can be accessed 24 hours a day through Thursday, August 9, 2012 by calling 1-855-859-2056 and providing access code 29831420. In addition, the conference call can be accessed via a webcast located on our website at www.brandywinerealty.com.

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We have prepared a supplemental information package that includes financial results and operational statistics related to the second quarter earnings report. The supplemental information package is available in the “Investor Relations - Financial Reports” section of our website at www.brandywinerealty.com.
Looking Ahead - Third Quarter 2012 Conference Call
We anticipate we will release our third quarter 2012 earnings on Wednesday, October 24, 2012, after the market close and will host our third quarter 2012 conference call on Thursday, October 25, 2012, at 9:00 a.m. EDT. We expect to issue a press release in advance of these events to reconfirm the dates and times and provide all related information.
About Brandywine Realty Trust
We are one of the largest, publicly traded, full-service, integrated real estate companies in the United States. Organized as a real estate investment trust and operating in select markets, we own, lease and manage an urban town center and suburban office portfolio comprising 305 properties and 34.5 million square feet, including 230 properties and 24.9 million square feet that we owned on a consolidated basis (including 11 properties totaling 0.5 million square feet held for sale) and 53 properties and 6.5 million square feet in 18 unconsolidated real estate ventures as of June 30, 2012. For more information, please visit www.brandywinerealty.com.
Forward-Looking Statements
Estimates of future earnings per share, FFO per share, common share dividend distributions 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 our and our affiliates' actual results, performance, achievements or transactions 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: our 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, equity or other financing; risks of acquisitions, dispositions and developments, including the cost of construction delays and cost overruns; unanticipated operating and capital costs; our 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 our tenants operate. Additional information on factors which could impact us and the forward-looking statements contained herein are included in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2011. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events except as required by law.





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BRANDYWINE REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(in thousands)
 
 
 
 
 
 
 
June 30,
 
December 31,
 
 
2012
 
2011
 
 
(unaudited)
 
 
ASSETS
 
 
 
 
Real estate investments:
 
 
 
 
Rental properties
 
$
4,639,047

 
$
4,793,080

Accumulated depreciation
 
(897,367
)
 
(865,710
)
 
 
3,741,680

 
3,927,370

Construction-in-progress
 
57,420

 
25,083

Land inventory
 
109,564

 
109,008

 
 
3,908,664

 
4,061,461

 
 
 
 
 
Cash and cash equivalents
 
190,055

 
410

Available-for-sale securities
 
42,072

 

Accounts receivable, net
 
11,445

 
14,718

Accrued rent receivable, net
 
113,380

 
108,101

Assets held for sale, net
 
41,450

 

Investment in real estate ventures
 
133,292

 
115,807

Deferred costs, net
 
114,920

 
115,362

Intangible assets, net
 
57,927

 
70,515

Notes receivable
 
7,226

 
18,186

Other assets
 
48,739

 
53,158

 
 
 
 
 
Total assets
 
$
4,669,170

 
$
4,557,718

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Mortgage notes payable, including premiums
 
$
505,214

 
$
511,061

Unsecured credit facility
 

 
275,500

Unsecured term loan
 
600,000

 
37,500

Unsecured senior notes, net of discounts
 
1,404,627

 
1,569,934

Accounts payable and accrued expenses
 
57,653

 
69,929

Distributions payable
 
24,889

 
23,895

Deferred income, gains and rent
 
95,390

 
99,569

Acquired lease intangibles, net
 
31,526

 
35,106

Other liabilities
 
55,264

 
45,528

Liabilities related to assets held for sale
 
878

 

Total liabilities
 
2,775,441

 
2,668,022

 
 
 
 
 
Brandywine Realty Trust's equity:
 
 
 
 
Preferred shares - Series C
 

 
20

Preferred shares - Series D
 
23

 
23

Preferred shares - Series E
 
40

 

Common shares
 
1,431

 
1,424

Additional paid-in capital
 
2,826,475

 
2,776,197

Deferred compensation payable in common stock
 
5,436

 
5,631

Common shares held in grantor trust
 
(5,436
)
 
(5,631
)
Cumulative earnings
 
493,266

 
477,338

Accumulated other comprehensive loss
 
(16,449
)
 
(6,079
)
Cumulative distributions
 
(1,442,662
)
 
(1,392,332
)
Total Brandywine Realty Trust's equity
 
1,862,124

 
1,856,591

 
 
 
 
 
Non-controlling interests
 
31,605

 
33,105

Total equity
 
1,893,729

 
1,889,696

 
 
 
 
 
Total liabilities and equity
 
$
4,669,170

 
$
4,557,718


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BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
2012
 
2011
 
 
2012
 
2011
Revenue
 
 
 
 
 
 
 
 
 
Rents
 
$
115,032

 
$
114,995

 
 
$
229,271

 
$
230,328

Tenant reimbursements
 
18,605

 
18,237

 
 
37,613

 
40,177

Termination fees
 
101

 
1,948

 
 
1,591

 
2,516

Third party management fees, labor reimbursement and leasing
 
2,872

 
2,733

 
 
6,014

 
5,486

Other
 
966

 
1,336

 
 
2,498

 
2,359

Total revenue
 
137,576

 
139,249

 
 
276,987

 
280,866

 
 
 
 
 
 
 
 
 
 
Operating Expenses
 
 
 
 
 
 
 
 
 
Property operating expenses
 
37,906

 
39,115

 
 
77,363

 
83,235

Real estate taxes
 
14,134

 
13,786

 
 
28,228

 
27,495

Third party management expenses
 
1,264

 
1,506

 
 
2,514

 
3,016

Depreciation and amortization
 
49,331

 
55,710

 
 
98,880

 
105,214

General & administrative expenses
 
6,079

 
5,890

 
 
12,129

 
12,134

Total operating expenses
 
108,714

 
116,007

 
 
219,114

 
231,094

 
 
 
 
 
 
 
 
 
 
Operating income
 
28,862

 
23,242

 
 
57,873

 
49,772

 
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
 
Interest income
 
1,841

 
421

 
 
2,324

 
862

Interest expense
 
(32,981
)
 
(34,738
)
 
 
(67,125
)
 
(67,131
)
Deferred financing costs
 
(1,261
)
 
(1,070
)
 
 
(2,572
)
 
(1,998
)
Interest expense - financing obligation
 
(196
)
 

 
 
(378
)
 

Equity in income of real estate ventures
 
838

 
1,088

 
 
882

 
2,321

Net gain on sale of interests in real estate
 

 

 
 

 
2,791

Loss on early extinguishment of debt
 
(1,250
)
 
(756
)
 
 
(1,498
)
 
(756
)
 
 
 
 
 
 
 
 
 
 
Loss from continuing operations
 
(4,147
)
 
(11,813
)
 
 
(10,494
)
 
(14,139
)
 
 
 
 
 
 
 
 
 
 
Discontinued operations:
 
 
 
 
 
 
 
 
 
Income from discontinued operations
 
783

 
1,743

 
 
1,798

 
3,579

Net gain on disposition of discontinued operations
 
10,166

 
3,836

 
 
24,834

 
3,836

Total discontinued operations
 
10,949

 
5,579

 
 
26,632

 
7,415

 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
6,802

 
(6,234
)
 
 
16,138

 
(6,724
)
 
 
 
 
 
 
 
 
 
 
Net income from discontinued operations attributable to non-controlling interests - LP units
 
(200
)
 
(111
)
 
 
(487
)
 
(148
)
Net loss from continuing operations attributable to non-controlling interests - LP units
 
169

 
276

 
 
322

 
364

Net (income) loss attributable to non-controlling interests
 
(31
)
 
165

 
 
(165
)
 
216

 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Brandywine Realty Trust
 
6,771

 
(6,069
)
 
 
15,973

 
(6,508
)
Preferred share distributions
 
(3,049
)
 
(1,998
)
 
 
(5,047
)
 
(3,996
)
Preferred share redemption charge
 
(2,090
)
 

 
 
(2,090
)
 

Amount allocated to unvested restricted shareholders
 
(95
)
 
(121
)
 
 
(191
)
 
(263
)
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common shareholders
 
$
1,537

 
$
(8,188
)
 
 
$
8,645

 
$
(10,767
)
PER SHARE DATA
 
 
 
 
 
 
 
 
 
Basic income (loss) per common share
 
$
0.01

 
$
(0.06
)
 
 
$
0.06

 
$
(0.08
)
 
 
 
 
 
 
 
 
 
 
Basic weighted-average shares outstanding
 
143,300,637

 
135,342,538

 
 
143,060,796

 
134,962,093

 
 
 
 
 
 
 
 
 
 
Diluted income (loss) per common share
 
$
0.01

 
$
(0.06
)
 
 
$
0.06

 
$
(0.08
)
 
 
 
 
 
 
 
 
 
 
Diluted weighted-average shares outstanding
 
143,300,637

 
135,342,538

 
 
143,060,796

 
134,962,093




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BRANDYWINE REALTY TRUST
FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION
(unaudited, in thousands, except share and per share data)
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
2012
 
2011
 
 
2012
 
2011
 
 
 
 
 
 
 
 
 
Reconciliation of Net Loss to Funds from Operations:
 
 
 
 
 
 
 
 
Net income (loss) attributable to common shareholders
$
1,537

 
$
(8,188
)
 
 
$
8,645

 
$
(10,767
)
 
 
 
 
 
 
 
 
 
Add (deduct):
 
 
 
 
 
 
 
 
Net loss attributable to non-controlling interests - LP units
(169
)
 
(276
)
 
 
(322
)
 
(364
)
Amount allocated to unvested restricted shareholders
95

 
121

 
 
191

 
263

Net gain on sale of interests in real estate

 

 
 

 
(2,791
)
Net income from discontinued operations attributable to non-controlling interests - LP units
200

 
111

 
 
487

 
148

Net loss on disposition of discontinued operations
(10,166
)
 
(3,836
)
 
 
(24,834
)
 
(3,836
)
 
 
 
 
 
 
 
 
 
Depreciation and amortization:
 
 
 
 
 
 
 
 
Real property - continuing operations
38,972

 
43,079

 
 
77,559

 
80,344

Leasing costs (includes acquired intangibles) - continuing operations
10,307

 
12,385

 
 
21,163

 
24,320

Real property - discontinued operations
770

 
2,280

 
 
2,525

 
4,434

Leasing costs (includes acquired intangibles) - discontinued operations
70

 
64

 
 
219

 
127

Company's share of unconsolidated real estate ventures
3,167

 
2,044

 
 
6,557

 
4,425

 
 
 
 
 
 
 
 
 
Funds from operations
$
44,783

 
$
47,784

 
 
$
92,190

 
$
96,303

Funds from operations allocable to unvested restricted shareholders
(197
)
 
(284
)
 
 
(515
)
 
(624
)
 
 
 
 
 
 
 
 
 
Funds from operations available to common share and unit holders (FFO)
$
44,586

 
$
47,500

 
 
$
91,675

 
$
95,679

 
 
 
 
 
 
 
 
 
FFO per share - fully diluted
$
0.30

 
$
0.32

 
 
$
0.63

 
$
0.65

 
 
 
 
 
 
 
 
 
Weighted-average shares/units outstanding - fully diluted
146,545,858

 
146,607,153

 
 
146,184,051

 
146,218,104

 
 
 
 
 
 
 
 
 
Dividends paid per common share
$
0.15

 
$
0.15

 
 
$
0.30

 
$
0.30

 
 
 
 
 
 
 
 
 
Payout ratio of FFO (Dividends paid per common share divided / FFO per diluted share)
50.0%
 
46.9%
 
 
47.6%
 
46.2%
 
 
 
 
 
 
 
 
 
CASH AVAILABLE FOR DISTRIBUTION (CAD):
 
 
 
 
 
 
 
 
Funds from operations available to common share and unit holders
$
44,586

 
$
47,500

 
 
$
91,675

 
$
95,679

 
 
 
 
 
 
 
 
 
Add (deduct):
 
 
 
 
 
 
 
 
Rental income from straight-line rent, including discontinued operations
(5,932
)
 
(4,718
)
 
 
(12,862
)
 
(9,447
)
Deferred market rental income, including discontinued operations
(178
)
 

 
 
(354
)
 

Company's share of unconsolidated real estate ventures' straight-line and deferred market rent
(1,515
)
 
(1,422
)
 
 
(2,956
)
 
(2,683
)
Historic tax credit transaction income
(279
)
 
(85
)
 
 
(602
)
 
(26
)
Non-cash preferred unit redemption charge
2,090

 

 
 
2,090

 

Straight-line and deferred market ground rent expense activity
498

 
498

 
 
996

 
1,022

Stock-based compensation costs
1,407

 
1,237

 
 
2,697

 
2,609

Fair market value amortization - mortgage notes payable
91

 
(243
)
 
 
182

 
(486
)
Debt discount amortization - exchangeable notes

 
272

 
 

 
544

Sub-total certain non-cash items
(3,818
)
 
(4,461
)
 
 
(10,809
)
 
(8,467
)
Less: Revenue maintaining capital expenditures:
 
 
 
 
 
 
 
 
Building improvements
(263
)
 
(1,346
)
 
 
(1,141
)
 
(2,913
)
Tenant improvements
(8,813
)
 
(14,948
)
 
 
(17,757
)
 
(28,117
)
Lease commissions
(2,564
)
 
(6,270
)
 
 
(5,040
)
 
(10,296
)
Total revenue maintaining capital expenditures
(11,640
)
 
(22,564
)
 
 
(23,938
)
 
(41,326
)
 
 
 
 
 
 
 
 
 
Cash available for distribution
$
29,128

 
$
20,475

 
 
$
56,928

 
$
45,886

 
 
 
 
 
 
 
 
 
CAD per share - fully diluted
$
0.20

 
$
0.15

 
 
$
0.39

 
$
0.33

 
 
 
 
 
 
 
 
 
Weighted-average shares/units outstanding - fully diluted
146,545,858

 
146,607,153

 
 
146,184,051

 
146,218,104

Less: certain partnership units which were not entitled to distributions until August 5, 2011

 
(7,111,112
)
 
 

 
(7,111,112
)
Adjusted Weighted-average shares/units outstanding - fully diluted
146,545,858

 
139,496,041

 
 
146,184,051

 
139,106,992

 
 
 
 
 
 
 
 
 
Distributions paid per common share
$
0.15

 
$
0.15

 
 
$
0.30

 
$
0.30

 
 
 
 
 
 
 
 
 
Payout ratio of CAD (Dividends paid per common share / CAD per diluted share)
75.0%
 
100.0%
 
 
76.9%
 
90.9%

8




BRANDYWINE REALTY TRUST
SAME STORE OPERATIONS - 2ND QUARTER
(unaudited and in thousands)
 
 
 
 
 
Of the 219 properties owned by the Company as of June 30, 2012, a total of 215 properties ("Same Store Properties") containing an aggregate of 24.1 million net rentable square feet were owned for the entire three-month periods ended June 30, 2012 and 2011. Average occupancy for the Same Store Properties was 86.9% during 2012 and 84.6% during 2011. The following table sets forth revenue and expense information for the Same Store Properties:
 
 
 
 
 
 
 
Three Months Ended June 30,
 
 
2012
 
2011
 
 
 
 
 
Revenue
 
 
 
 
Rents
 
$
114,753

 
$
112,537

Tenant reimbursements
 
18,352

 
18,038

Termination fees
 
101

 
1,948

Other
 
941

 
1,291

 
 
134,147

 
133,814

 
 
 
 
 
Operating expenses
 
 
 
 
Property operating expenses
 
39,942

 
40,887

Real estate taxes
 
13,892

 
13,346

 
 
 
 
 
Net operating income
 
$
80,313

 
$
79,581

 
 


 
 
Net operating income - percentage change over prior year
 
0.9
 %
 
 
 
 
 
 
 
Net operating income, excluding termination fees & other
 
$
79,271

 
$
76,342

 
 
 
 
 
Net operating income, excluding termination fees & other -
percentage change over prior year
 
3.8
 %
 
 
 
 
 
 
 
Net operating income
 
$
80,313

 
$
79,581

Straight line rents
 
(5,598
)
 
(4,359
)
Above/below market rent amortization
 
(1,361
)
 
(1,373
)
Non-cash ground rent
 
498

 
498

 
 
 
 
 
Cash - Net operating income
 
$
73,852

 
$
74,347

 
 
 
 
 
Cash - Net operating income - percentage change over prior year
 
(0.7
)%
 
 
 
 
 
 
 
Cash - Net operating income, excluding termination fees & other
 
$
72,810

 
$
71,108

 
 
 
 
 
Cash - Net operating income, excluding termination fees & other - percentage change over prior year
 
2.4
 %
 
 
 
 
 
 
 
The following table is a reconciliation of Net Income (Loss) to Same Store net operating income:
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
 
2012
 
2011
 
 
 
 
 
Net income (loss):
 
$
6,802

 
$
(6,234
)
Add/(deduct):
 
 
 
 
Interest income
 
(1,841
)
 
(421
)
Interest expense
 
32,981

 
34,738

Deferred financing costs
 
1,261

 
1,070

Interest expense - financing obligation
 
196

 

Equity in income of real estate ventures
 
(838
)
 
(1,088
)
Depreciation and amortization
 
49,331

 
55,710

Loss on early extinguishment of debt
 
1,250

 
756

General & administrative expenses
 
6,079

 
5,890

Total discontinued operations
 
(10,949
)
 
(5,579
)
 
 
 
 
 
Consolidated net operating income
 
84,272

 
84,842

Less: Net operating income of non same store properties
 
(614
)
 
27

Less: Eliminations and non-property specific net operating income
 
(3,345
)
 
(5,288
)
 
 
 
 
 
Same Store net operating income
 
$
80,313

 
$
79,581


9



BRANDYWINE REALTY TRUST
SAME STORE OPERATIONS - SIX MONTHS
(unaudited and in thousands)
 
 
 
 
 
Of the 219 properties owned by the Company as of June 30, 2012, a total of 213 properties ("Same Store Properties") containing an aggregate of 24.0 million net rentable square feet were owned for the entire six-month periods ended June 30, 2012 and 2011. Average occupancy for the Same Store Properties was 86.7% during 2012 and 85.1% during 2011. The following table sets forth revenue and expense information for the Same Store Properties:
 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
2012
 
2011
 
 
 
 
 
Revenue
 
 
 
 
Rents
 
$
227,443

 
$
224,832

Tenant reimbursements
 
37,144

 
39,818

Termination fees
 
1,591

 
2,516

Other
 
2,323

 
2,003

 
 
268,501

 
269,169

 
 
 
 
 
Operating expenses
 
 
 
 
Property operating expenses
 
80,723

 
86,907

Real estate taxes
 
27,679

 
26,591

 
 
 
 
 
Net operating income
 
$
160,099

 
$
155,671

 
 
 
 
 
Net operating income - percentage change over prior year
 
2.8
%
 
 
 
 
 
 
 
Net operating income, excluding termination fees & other
 
$
156,185

 
$
151,152

 
 
 
 
 
Net operating income, excluding termination fees & other - percentage change over prior year
 
3.3
%
 
 
 
 
 
 
 
Net operating income
 
$
160,099

 
$
155,671

Straight line rents
 
(12,191
)
 
(8,735
)
Above/below market rent amortization
 
(2,713
)
 
(2,623
)
Non-cash ground rent
 
996

 
1,022

 
 
 
 
 
Cash - Net operating income
 
$
146,191

 
$
145,335

 
 
 
 
 
Cash - Net operating income - percentage change over prior year
 
0.6
%
 
 
 
 
 
 
 
Cash - Net operating income, excluding termination fees & other
 
$
142,277

 
$
140,816

 
 
 
 
 
Cash - Net operating income, excluding termination fees & other - percentage change over prior year
 
1.0
%
 
 
 
 
 
 
 
The following table is a reconciliation of Net Income (Loss) to Same Store net operating income:
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
2012
 
2011
 
 
 
 
 
Net income (loss)
 
$
16,138

 
$
(6,724
)
Add/(deduct):
 
 
 
 
Interest income
 
(2,324
)
 
(862
)
Interest expense
 
67,125

 
67,131

Deferred financing costs
 
2,572

 
1,998

Interest expense - financing obligation
 
378

 

Equity in income of real estate ventures
 
(882
)
 
(2,321
)
Depreciation and amortization
 
98,880

 
105,214

Net gain on sale of interests in real estate
 

 
(2,791
)
Loss on early extinguishment of debt
 
1,498

 
756

General & administrative expenses
 
12,129

 
12,134

Total discontinued operations
 
(26,632
)
 
(7,415
)
 
 
 
 
 
Consolidated net operating income
 
168,882

 
167,120

Less: Net operating income of non same store properties
 
(2,021
)
 
(343
)
Less: Eliminations and non-property specific net operating income (loss)
 
(6,762
)
 
(11,106
)
 
 
 
 
 
Same Store net operating income
 
$
160,099

 
$
155,671


10