þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2015 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to |
MARYLAND (Brandywine Realty Trust) | 23-2413352 | |
DELAWARE (Brandywine Operating Partnership L.P.) | 23-2862640 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
555 East Lancaster Avenue | ||
Radnor, Pennsylvania | 19087 | |
(Address of principal executive offices) | (Zip Code) |
Brandywine Realty Trust | Yes þ No o | |
Brandywine Operating Partnership, L.P. | Yes þ No o |
Brandywine Realty Trust | Yes þ No o | |
Brandywine Operating Partnership, L.P. | Yes þ No o |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Brandywine Realty Trust | Yes o No þ | |
Brandywine Operating Partnership, L.P. | Yes o No þ |
• | facilitate a better understanding by the investors of the Parent Company and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business; |
• | remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both the Parent Company and the Operating Partnership; and |
• | create time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
• | Consolidated Financial Statements; and |
• | Parent Company’s and Operating Partnership’s Equity. |
Page | |
Brandywine Realty Trust | |
Brandywine Operating Partnership, L.P. | |
Item 1. | — Financial Statements |
March 31, 2015 | December 31, 2014 | ||||||
(unaudited) | |||||||
ASSETS | |||||||
Real estate investments: | |||||||
Operating properties | $ | 4,477,857 | $ | 4,603,692 | |||
Accumulated depreciation | (1,057,140 | ) | (1,067,829 | ) | |||
Operating real estate investments, net | 3,420,717 | 3,535,863 | |||||
Construction-in-progress | 231,224 | 201,360 | |||||
Land inventory | 90,945 | 90,603 | |||||
Total real estate investments, net | 3,742,886 | 3,827,826 | |||||
Cash and cash equivalents | 309,083 | 257,502 | |||||
Accounts receivable, net | 18,566 | 18,757 | |||||
Accrued rent receivable, net | 134,885 | 134,051 | |||||
Assets held for sale, net | 111,971 | 18,295 | |||||
Investment in Real Estate Ventures, at equity | 233,478 | 225,004 | |||||
Deferred costs, net | 123,482 | 125,224 | |||||
Intangible assets, net | 93,269 | 99,403 | |||||
Mortgage note receivable | — | 88,000 | |||||
Other assets | 78,036 | 65,111 | |||||
Total assets | $ | 4,845,656 | $ | 4,859,173 | |||
LIABILITIES AND BENEFICIARIES’ EQUITY | |||||||
Mortgage notes payable | $ | 650,545 | $ | 654,590 | |||
Unsecured term loans | 200,000 | 200,000 | |||||
Unsecured senior notes, net of discounts | 1,596,992 | 1,596,718 | |||||
Accounts payable and accrued expenses | 109,865 | 96,046 | |||||
Distributions payable | 29,038 | 28,871 | |||||
Deferred income, gains and rent | 55,618 | 59,452 | |||||
Acquired lease intangibles, net | 24,513 | 26,010 | |||||
Other liabilities | 39,578 | 37,558 | |||||
Liabilities related to assets held for sale | 931 | 602 | |||||
Total liabilities | 2,707,080 | 2,699,847 | |||||
Commitments and contingencies (Note 13) | |||||||
Brandywine Realty Trust’s equity: | |||||||
Preferred Shares (shares authorized-20,000,000): | |||||||
6.90% Series E Preferred Shares, $0.01 par value; issued and outstanding- 4,000,000 in 2015 and 2014 | 40 | 40 | |||||
Common Shares of Brandywine Realty Trust’s beneficial interest, $0.01 par value; shares authorized 400,000,000; 179,745,598 and 179,293,160 issued and outstanding in 2015 and 2014, respectively | 1,798 | 1,793 | |||||
Additional paid-in capital | 3,317,137 | 3,314,693 | |||||
Deferred compensation payable in common shares | 11,194 | 6,219 | |||||
Common shares in grantor trust, 694,691 in 2015 and 384,536 in 2014 | (11,194 | ) | (6,219 | ) | |||
Cumulative earnings | 538,023 | 529,487 | |||||
Accumulated other comprehensive loss | (7,190 | ) | (4,607 | ) | |||
Cumulative distributions | (1,729,517 | ) | (1,700,579 | ) | |||
Total Brandywine Realty Trust’s equity | 2,120,291 | 2,140,827 | |||||
Non-controlling interests | 18,285 | 18,499 | |||||
Total beneficiaries' equity | 2,138,576 | 2,159,326 | |||||
Total liabilities and beneficiaries' equity | $ | 4,845,656 | $ | 4,859,173 |
Three-month periods ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Revenue: | |||||||
Rents | $ | 120,410 | $ | 121,671 | |||
Tenant reimbursements | 22,654 | 23,460 | |||||
Termination fees | 636 | 2,203 | |||||
Third party management fees, labor reimbursement and leasing | 3,872 | 4,150 | |||||
Other | 2,834 | 630 | |||||
Total revenue | 150,406 | 152,114 | |||||
Operating expenses: | |||||||
Property operating expenses | 46,577 | 46,801 | |||||
Real estate taxes | 12,545 | 13,457 | |||||
Third party management expenses | 1,576 | 1,716 | |||||
Depreciation and amortization | 51,111 | 52,570 | |||||
General and administrative expenses | 8,636 | 8,181 | |||||
Total operating expenses | 120,445 | 122,725 | |||||
Operating income | 29,961 | 29,389 | |||||
Other income (expense): | |||||||
Interest income | 750 | 385 | |||||
Interest expense | (28,176 | ) | (31,844 | ) | |||
Interest expense — amortization of deferred financing costs | (1,079 | ) | (1,189 | ) | |||
Interest expense — financing obligation | (286 | ) | (272 | ) | |||
Equity in income of Real Estate Ventures | 131 | 242 | |||||
Net gain on disposition of real estate | 9,019 | — | |||||
Gain on sale of undepreciated real estate | — | 1,187 | |||||
Loss on real estate venture transactions | — | (135 | ) | ||||
Provision for impairment on assets held for sale | (1,726 | ) | — | ||||
Income (Loss) from continuing operations | 8,594 | (2,237 | ) | ||||
Discontinued operations: | |||||||
Loss from discontinued operations | — | (8 | ) | ||||
Total discontinued operations | — | (8 | ) | ||||
Net income (loss) | 8,594 | (2,245 | ) | ||||
Net loss attributable to non-controlling interest — partners' share of consolidated real estate ventures | — | (12 | ) | ||||
Net (income) loss attributable to non-controlling interests — LP units | (58 | ) | 44 | ||||
Net (income) loss attributable to non-controlling interests | (58 | ) | 32 | ||||
Net income (loss) attributable to Brandywine Realty Trust | 8,536 | (2,213 | ) | ||||
Distribution to Preferred Shares | (1,725 | ) | (1,725 | ) | |||
Nonforfeitable dividends allocated to unvested restricted shareholders | (101 | ) | (103 | ) | |||
Net income (loss) attributable to Common Shareholders of Brandywine Realty Trust | $ | 6,710 | $ | (4,041 | ) | ||
Basic income (loss) per Common Share: | |||||||
Continuing operations | $ | 0.04 | $ | (0.03 | ) | ||
Discontinued operations | — | — | |||||
$ | 0.04 | $ | (0.03 | ) | |||
Diluted income (loss) per Common Share: | |||||||
Continuing operations | $ | 0.04 | $ | (0.03 | ) | ||
Discontinued operations | — | — | |||||
$ | 0.04 | $ | (0.03 | ) | |||
Basic weighted average shares outstanding | 179,562,930 | 156,794,019 | |||||
Diluted weighted average shares outstanding | 180,655,272 | 156,794,019 | |||||
Net income attributable to Brandywine Realty Trust | |||||||
Total continuing operations | $ | 8,536 | $ | (2,205 | ) | ||
Total discontinued operations | — | (8 | ) | ||||
Net income (loss) | $ | 8,536 | $ | (2,213 | ) |
Three-month periods ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Net income (loss) | $ | 8,594 | $ | (2,245 | ) | ||
Other comprehensive income (loss): | |||||||
Unrealized (loss) on derivative financial instruments | (2,663 | ) | (980 | ) | |||
Reclassification of realized losses on derivative financial instruments to operations, net (1) | 58 | 60 | |||||
Total other comprehensive loss | (2,605 | ) | (920 | ) | |||
Comprehensive income (loss) | 5,989 | (3,165 | ) | ||||
Comprehensive (income) loss attributable to non-controlling interest | (36 | ) | 42 | ||||
Comprehensive income (loss) attributable to Brandywine Realty Trust | $ | 5,953 | $ | (3,123 | ) |
Number of Preferred Shares | Par Value of Preferred Shares | Number of Common Shares | Number of Rabbi Trust/Deferred Compensation Shares | Common Shares of Brandywine Realty Trust’s beneficial interest | Additional Paid-in Capital | Deferred Compensation Payable in Common Shares | Common Shares in Grantor Trust | Cumulative Earnings | Accumulated Other Comprehensive Income (Loss) | Cumulative Distributions | Non-Controlling Interests | Total | ||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2014 | 4,000,000 | $ | 40 | 179,293,160 | 384,536 | $ | 1,793 | $ | 3,314,693 | $ | 6,219 | $ | (6,219 | ) | $ | 529,487 | $ | (4,607 | ) | $ | (1,700,579 | ) | $ | 18,499 | $ | 2,159,326 | ||||||||||||||||||||||
Net income | 8,536 | 58 | 8,594 | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | (2,583 | ) | (22 | ) | (2,605 | ) | ||||||||||||||||||||||||||||||||||||||||||
Bonus share issuance | 8,447 | 125 | 125 | |||||||||||||||||||||||||||||||||||||||||||||
Equity issuance costs | (48 | ) | (48 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation activity | 410,506 | 280,011 | 5 | 2,347 | 2,352 | |||||||||||||||||||||||||||||||||||||||||||
Share issuance from/to Deferred Compensation Plan | 33,485 | 30,144 | 4,975 | (4,975 | ) | — | ||||||||||||||||||||||||||||||||||||||||||
Adjustment to non-controlling interest | 20 | (20 | ) | — | ||||||||||||||||||||||||||||||||||||||||||||
Preferred Share distributions | (1,725 | ) | (1,725 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Distributions declared ($0.15 per share) | (27,213 | ) | (230 | ) | (27,443 | ) | ||||||||||||||||||||||||||||||||||||||||||
BALANCE, March 31, 2015 | 4,000,000 | $ | 40 | 179,745,598 | 694,691 | $ | 1,798 | $ | 3,317,137 | $ | 11,194 | $ | (11,194 | ) | $ | 538,023 | $ | (7,190 | ) | $ | (1,729,517 | ) | $ | 18,285 | $ | 2,138,576 |
Number of Preferred Shares | Par Value of Preferred Shares | Number of Common Shares | Number of Rabbi Trust/Deferred Compensation Shares | Common Shares of Brandywine Realty Trust’s beneficial interest | Additional Paid-in Capital | Deferred Compensation Payable in Common Shares | Common Shares in Grantor Trust | Cumulative Earnings | Accumulated Other Comprehensive Income (Loss) | Cumulative Distributions | Non-Controlling Interests | Total | ||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2013 | 4,000,000 | $ | 40 | 156,731,993 | 312,279 | $ | 1,566 | $ | 2,971,596 | $ | 5,407 | $ | (5,407 | ) | $ | 522,528 | $ | (2,995 | ) | $ | (1,592,515 | ) | $ | 21,215 | $ | 1,921,435 | ||||||||||||||||||||||
Net loss | (2,213 | ) | (32 | ) | (2,245 | ) | ||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | (910 | ) | (10 | ) | (920 | ) | ||||||||||||||||||||||||||||||||||||||||||
Equity issuance costs | (52 | ) | (52 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation activity | 108,347 | 1 | 2,643 | 7 | 2,651 | |||||||||||||||||||||||||||||||||||||||||||
Share issuance from/to Deferred Compensation Plan | 76,561 | 72,292 | (89 | ) | 860 | (860 | ) | (89 | ) | |||||||||||||||||||||||||||||||||||||||
Adjustment to non-controlling interest | (4 | ) | 4 | — | ||||||||||||||||||||||||||||||||||||||||||||
Preferred Share distributions | (1,725 | ) | (1,725 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Distributions declared ($0.15 per share) | (23,638 | ) | (265 | ) | (23,903 | ) | ||||||||||||||||||||||||||||||||||||||||||
BALANCE, March 31, 2014 | 4,000,000 | $ | 40 | 156,916,901 | 384,571 | $ | 1,567 | $ | 2,974,094 | $ | 6,267 | $ | (6,267 | ) | $ | 520,322 | $ | (3,905 | ) | $ | (1,617,878 | ) | $ | 20,912 | $ | 1,895,152 |
Three-month periods ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ | 8,594 | $ | (2,245 | ) | ||
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||||
Depreciation and amortization | 51,111 | 52,570 | |||||
Amortization of deferred financing costs | 1,079 | 1,189 | |||||
Amortization of debt discount/(premium), net | (158 | ) | (162 | ) | |||
Amortization of stock compensation costs | 2,756 | 3,048 | |||||
Shares used for employee taxes upon vesting of share awards | (1,359 | ) | (531 | ) | |||
Straight-line rent income | (6,339 | ) | (3,592 | ) | |||
Amortization of acquired above (below) market leases, net | (1,290 | ) | (1,957 | ) | |||
Straight-line ground rent expense | 22 | 22 | |||||
Provision for doubtful accounts | 380 | 897 | |||||
Loss on real estate venture transactions | — | 135 | |||||
Net gain on sale of interests in real estate | (9,019 | ) | (1,187 | ) | |||
Provision for impairment on assets held for sale | 1,726 | — | |||||
Real Estate Venture (income) loss and cash distributions | 163 | (123 | ) | ||||
Deferred financing obligation | (287 | ) | (272 | ) | |||
Changes in assets and liabilities: | |||||||
Accounts receivable | (170 | ) | (5,759 | ) | |||
Other assets | (9,322 | ) | (7,508 | ) | |||
Accounts payable and accrued expenses | 11,131 | 14,400 | |||||
Deferred income, gains and rent | (3,267 | ) | 1,714 | ||||
Other liabilities | (140 | ) | (199 | ) | |||
Net cash from operating activities | 45,611 | 50,440 | |||||
Cash flows from investing activities: | |||||||
Acquisition of properties | — | (13,972 | ) | ||||
Sales of properties, net | 26,778 | 3,350 | |||||
Proceeds from repayment of mortgage notes receivable | 88,000 | 1,200 | |||||
Capital expenditures for tenant improvements | (14,515 | ) | (36,222 | ) | |||
Capital expenditures for redevelopments | (5,984 | ) | (1,031 | ) | |||
Capital expenditures for developments | (37,867 | ) | (1,851 | ) | |||
Advances for purchase of tenant assets, net of repayments | (138 | ) | 94 | ||||
Investment in unconsolidated Real Estate Ventures | (11,028 | ) | (808 | ) | |||
Deposits for real estate | (5,995 | ) | — | ||||
Escrowed cash | 2,868 | 1,636 | |||||
Cash distributions from unconsolidated Real Estate Ventures in excess of cumulative equity income | 2,563 | 2,828 | |||||
Leasing costs | (6,371 | ) | (3,589 | ) | |||
Net cash from (used in) investing activities | 38,311 | (48,365 | ) | ||||
Cash flows from financing activities: | |||||||
Repayments of mortgage notes payable | (3,546 | ) | (3,349 | ) | |||
Debt financing costs | — | (35 | ) | ||||
Exercise of stock options | 127 | — | |||||
Distributions paid to shareholders | (28,692 | ) | (25,330 | ) | |||
Distributions to noncontrolling interest | (230 | ) | (277 | ) | |||
Net cash used in financing activities | (32,341 | ) | (28,991 | ) | |||
Increase (Decrease) in cash and cash equivalents | 51,581 | (26,916 | ) | ||||
Cash and cash equivalents at beginning of period | 257,502 | 263,207 | |||||
Cash and cash equivalents at end of period | $ | 309,083 | $ | 236,291 | |||
Supplemental disclosure: | |||||||
Cash paid for interest, net of capitalized interest during the three months ended March 31, 2015 and 2014 of $2,703 and $1,230, respectively | $ | 18,080 | $ | 19,213 | |||
Supplemental disclosure of non-cash activity: | |||||||
Change in capital expenditures financed through accounts payable at period end | (440 | ) | 8,228 | ||||
Change in capital expenditures financed through retention payable at period end | 2,200 | 538 | |||||
Change in unfunded tenant allowance | — | (43 | ) |
March 31, 2015 | December 31, 2014 | ||||||
(unaudited) | |||||||
ASSETS | |||||||
Real estate investments: | |||||||
Operating properties | $ | 4,477,857 | $ | 4,603,692 | |||
Accumulated depreciation | (1,057,140 | ) | (1,067,829 | ) | |||
Operating real estate investments, net | 3,420,717 | 3,535,863 | |||||
Construction-in-progress | 231,224 | 201,360 | |||||
Land inventory | 90,945 | 90,603 | |||||
Total real estate investments, net | 3,742,886 | 3,827,826 | |||||
Cash and cash equivalents | 309,083 | 257,502 | |||||
Accounts receivable, net | 18,566 | 18,757 | |||||
Accrued rent receivable, net | 134,885 | 134,051 | |||||
Assets held for sale | 111,971 | 18,295 | |||||
Investment in Real Estate Ventures, at equity | 233,478 | 225,004 | |||||
Deferred costs, net | 123,482 | 125,224 | |||||
Intangible assets, net | 93,269 | 99,403 | |||||
Mortgage note receivable | — | 88,000 | |||||
Other assets | 78,036 | 65,111 | |||||
Total assets | $ | 4,845,656 | $ | 4,859,173 | |||
LIABILITIES AND PARTNERS' EQUITY | |||||||
Mortgage notes payable | $ | 650,545 | $ | 654,590 | |||
Unsecured term loans | 200,000 | 200,000 | |||||
Unsecured senior notes, net of discounts | 1,596,992 | 1,596,718 | |||||
Accounts payable and accrued expenses | 109,865 | 96,046 | |||||
Distributions payable | 29,038 | 28,871 | |||||
Deferred income, gains and rent | 55,618 | 59,452 | |||||
Acquired lease intangibles, net | 24,513 | 26,010 | |||||
Other liabilities | 39,578 | 37,558 | |||||
Liabilities related to assets held for sale | 931 | 602 | |||||
Total liabilities | 2,707,080 | 2,699,847 | |||||
Commitments and contingencies (Note 13) | |||||||
Redeemable limited partnership units at redemption value; 1,535,102 issued and outstanding in 2015 and 2014 | 24,574 | 24,571 | |||||
Brandywine Operating Partnership, L.P.’s equity: | |||||||
6.90% Series E-Linked Preferred Mirror Units; issued and outstanding- 4,000,000 in 2015 and 2014 | 96,850 | 96,850 | |||||
General Partnership Capital, 179,745,598 and 179,293,160 units issued and outstanding in 2015 and 2014, respectively | 2,023,754 | 2,041,902 | |||||
Accumulated other comprehensive loss | (7,612 | ) | (5,007 | ) | |||
Total Brandywine Operating Partnership, L.P.’s equity | 2,112,992 | 2,133,745 | |||||
Non-controlling interest - consolidated real estate ventures | 1,010 | 1,010 | |||||
Total partners’ equity | 2,114,002 | 2,134,755 | |||||
Total liabilities and partners’ equity | $ | 4,845,656 | $ | 4,859,173 |
Three-month periods ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Revenue: | |||||||
Rents | $ | 120,410 | $ | 121,671 | |||
Tenant reimbursements | 22,654 | 23,460 | |||||
Termination fees | 636 | 2,203 | |||||
Third party management fees, labor reimbursement and leasing | 3,872 | 4,150 | |||||
Other | 2,834 | 630 | |||||
Total revenue | 150,406 | 152,114 | |||||
Operating expenses: | |||||||
Property operating expenses | 46,577 | 46,801 | |||||
Real estate taxes | 12,545 | 13,457 | |||||
Third party management expenses | 1,576 | 1,716 | |||||
Depreciation and amortization | 51,111 | 52,570 | |||||
General & administrative expenses | 8,636 | 8,181 | |||||
Total operating expenses | 120,445 | 122,725 | |||||
Operating income | 29,961 | 29,389 | |||||
Other income (expense): | |||||||
Interest income | 750 | 385 | |||||
Interest expense | (28,176 | ) | (31,844 | ) | |||
Interest expense — amortization of deferred financing costs | (1,079 | ) | (1,189 | ) | |||
Interest expense — financing obligation | (286 | ) | (272 | ) | |||
Equity in income of Real Estate Ventures | 131 | 242 | |||||
Net gain on disposition of real estate | 9,019 | — | |||||
Net gain on sale of undepreciated real estate | — | 1,187 | |||||
Loss on real estate venture transactions | — | (135 | ) | ||||
Provision for impairment on assets held for sale | (1,726 | ) | — | ||||
Income (Loss) from continuing operations | 8,594 | (2,237 | ) | ||||
Discontinued operations: | |||||||
Loss from discontinued operations | — | (8 | ) | ||||
Total discontinued operations | — | (8 | ) | ||||
Net income (loss) | 8,594 | (2,245 | ) | ||||
Net loss attributable to non-controlling interests | — | (12 | ) | ||||
Net income (loss) attributable to Brandywine Operating Partnership | 8,594 | (2,257 | ) | ||||
Distribution to Preferred Units | (1,725 | ) | (1,725 | ) | |||
Amount allocated to unvested restricted unitholders | (101 | ) | (103 | ) | |||
Net income (loss) attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P. | $ | 6,768 | $ | (4,085 | ) | ||
Basic income (loss) per Common Partnership Unit: | |||||||
Continuing operations | $ | 0.04 | $ | (0.03 | ) | ||
Discontinued operations | — | — | |||||
$ | 0.04 | $ | (0.03 | ) | |||
Diluted income (loss) per Common Partnership Unit: | |||||||
Continuing operations | $ | 0.04 | $ | (0.03 | ) | ||
Discontinued operations | — | — | |||||
$ | 0.04 | $ | (0.03 | ) | |||
Basic weighted average common partnership units outstanding | 181,098,032 | 158,557,758 | |||||
Diluted weighted average common partnership units outstanding | 182,190,374 | 158,557,758 | |||||
Net income (loss) attributable to Brandywine Operating Partnership, L.P. | |||||||
Total continuing operations | $ | 8,594 | $ | (2,249 | ) | ||
Total discontinued operations | — | (8 | ) | ||||
Net income (loss) | $ | 8,594 | $ | (2,257 | ) |
Three-month periods ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Net income (loss) | $ | 8,594 | $ | (2,245 | ) | ||
Other comprehensive income (loss): | |||||||
Unrealized (loss) on derivative financial instruments | (2,663 | ) | (980 | ) | |||
Reclassification of realized losses on derivative financial instruments to operations, net (1) | 58 | 60 | |||||
Total other comprehensive (loss) | (2,605 | ) | (920 | ) | |||
Comprehensive income (loss) attributable to Brandywine Operating Partnership, L.P. | $ | 5,989 | $ | (3,165 | ) |
Three-month periods ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ | 8,594 | $ | (2,245 | ) | ||
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||||
Depreciation and amortization | 51,111 | 52,570 | |||||
Amortization of deferred financing costs | 1,079 | 1,189 | |||||
Amortization of debt discount/(premium), net | (158 | ) | (162 | ) | |||
Amortization of stock compensation costs | 2,756 | 3,048 | |||||
Shares used for employee taxes upon vesting of share awards | (1,359 | ) | (531 | ) | |||
Straight-line rent income | (6,339 | ) | (3,592 | ) | |||
Amortization of acquired above (below) market leases, net | (1,290 | ) | (1,957 | ) | |||
Straight-line ground rent expense | 22 | 22 | |||||
Provision for doubtful accounts | 380 | 897 | |||||
Loss on real estate venture transactions | — | 135 | |||||
Net gain on sale of interests in real estate | (9,019 | ) | (1,187 | ) | |||
Provision for impairment on assets held for sale | 1,726 | — | |||||
Real Estate Venture (income) loss and cash distributions | 163 | (123 | ) | ||||
Deferred financing obligation | (287 | ) | (272 | ) | |||
Changes in assets and liabilities: | |||||||
Accounts receivable | (170 | ) | (5,759 | ) | |||
Other assets | (9,322 | ) | (7,508 | ) | |||
Accounts payable and accrued expenses | 11,131 | 14,400 | |||||
Deferred income, gains and rent | (3,267 | ) | 1,714 | ||||
Other liabilities | (140 | ) | (199 | ) | |||
Net cash from operating activities | 45,611 | 50,440 | |||||
Cash flows from investing activities: | |||||||
Acquisition of properties | — | (13,972 | ) | ||||
Sales of properties, net | 26,778 | 3,350 | |||||
Proceeds from repayment of mortgage notes receivable | 88,000 | 1,200 | |||||
Capital expenditures for tenant improvements | (14,515 | ) | (36,222 | ) | |||
Capital expenditures for redevelopments | (5,984 | ) | (1,031 | ) | |||
Capital expenditures for developments | (37,867 | ) | (1,851 | ) | |||
Advances for purchase of tenant assets, net of repayments | (138 | ) | 94 | ||||
Investment in unconsolidated Real Estate Ventures | (11,028 | ) | (808 | ) | |||
Deposits for real estate | (5,995 | ) | — | ||||
Escrowed cash | 2,868 | 1,636 | |||||
Cash distributions from unconsolidated Real Estate Ventures in excess of cumulative equity income | 2,563 | 2,828 | |||||
Leasing costs | (6,371 | ) | (3,589 | ) | |||
Net cash from (used in) investing activities | 38,311 | (48,365 | ) | ||||
Cash flows from financing activities: | |||||||
Repayments of mortgage notes payable | (3,546 | ) | (3,349 | ) | |||
Debt financing costs | — | (35 | ) | ||||
Exercise of stock options | 127 | — | |||||
Distributions paid to preferred and common partnership unitholders | (28,922 | ) | (25,607 | ) | |||
Net cash used in financing activities | (32,341 | ) | (28,991 | ) | |||
Increase (Decrease) in cash and cash equivalents | 51,581 | (26,916 | ) | ||||
Cash and cash equivalents at beginning of period | 257,502 | 263,207 | |||||
Cash and cash equivalents at end of period | $ | 309,083 | $ | 236,291 | |||
Supplemental disclosure: | |||||||
Cash paid for interest, net of capitalized interest during the three months ended March 31, 2015 and 2014 of $2,703 and $1,230, respectively | $ | 18,080 | $ | 19,213 | |||
Supplemental disclosure of non-cash activity: | |||||||
Change in capital expenditures financed through accounts payable at period end | (440 | ) | 8,228 | ||||
Change in capital expenditures financed through retention payable at period end | 2,200 | 538 | |||||
Change in unfunded tenant allowance | — | (43 | ) |
March 31, 2015 | December 31, 2014 | ||||||
Land | $ | 646,132 | $ | 669,635 | |||
Building and improvements | 3,313,807 | 3,409,303 | |||||
Tenant improvements | 517,918 | 524,754 | |||||
4,477,857 | 4,603,692 | ||||||
Assets held for sale - real estate investments (a) | 136,802 | 27,436 | |||||
Total | $ | 4,614,659 | $ | 4,631,128 |
(a) | Real estate investments related to assets held for sale above represents gross real estate assets and does not include accumulated depreciation or other assets on the balance sheets of the properties held for sale. |
March 31, 2015 | December 31, 2014 | ||||||
Net property | $ | 1,294,503 | $ | 1,281,282 | |||
Other assets | 180,803 | 195,121 | |||||
Other liabilities | 59,829 | 68,481 | |||||
Debt | 969,322 | 965,077 | |||||
Equity | 446,155 | 442,845 | |||||
Company’s share of equity (Company’s basis) (a) (b) | 233,478 | 225,004 |
(a) | This amount includes the effect of the basis difference between the Company's historical cost basis and the basis recorded at the Real Estate Venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from the impairment of investments, purchases of third party interests in existing Real Estate Ventures and upon the transfer of assets that were previously owned by the Company into a Real Estate Venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the Real Estate Venture level. |
(b) | Does not include the negative investment balance of one real estate venture totaling $1.2 million as of March 31, 2015 and December 31, 2014, respectively, which is included in other liabilities. |
Three-month periods ended March 31, | |||||||
2015 | 2014 | ||||||
Revenue | $ | 46,109 | $ | 34,385 | |||
Operating expenses | (18,533 | ) | (13,982 | ) | |||
Interest expense, net | (9,846 | ) | (8,100 | ) | |||
Depreciation and amortization | (19,124 | ) | (13,598 | ) | |||
Net loss | $ | (1,394 | ) | $ | (1,295 | ) | |
Company’s share of income (Company’s basis) | $ | 131 | $ | 242 |
March 31, 2015 | |||||||||||
Total Cost | Accumulated Amortization | Intangible assets/liabilities, net | |||||||||
Intangible assets, net: | |||||||||||
In-place lease value | $ | 126,573 | $ | (43,942 | ) | $ | 82,631 | ||||
Tenant relationship value | 31,390 | (24,777 | ) | 6,613 | |||||||
Above market leases acquired | 5,641 | (1,616 | ) | 4,025 | |||||||
Total intangible assets, net | $ | 163,604 | $ | (70,335 | ) | $ | 93,269 | ||||
Acquired lease intangibles, net: | |||||||||||
Below market leases acquired | $ | 52,414 | $ | (27,901 | ) | $ | 24,513 |
December 31, 2014 | |||||||||||
Total Cost | Accumulated Amortization | Intangible assets/liabilities, net | |||||||||
Intangible assets, net: | |||||||||||
In-place lease value | $ | 129,411 | $ | (42,068 | ) | $ | 87,343 | ||||
Tenant relationship value | 34,172 | (26,344 | ) | 7,828 | |||||||
Above market leases acquired | 5,641 | (1,409 | ) | 4,232 | |||||||
Total intangible assets, net | $ | 169,224 | $ | (69,821 | ) | $ | 99,403 | ||||
Acquired lease intangibles, net: | |||||||||||
Below market leases acquired | $ | 53,049 | $ | (27,039 | ) | $ | 26,010 |
Assets | Liabilities | ||||||
2015 (nine months remaining) | $ | 15,681 | $ | 3,822 | |||
2016 | 16,800 | 3,230 | |||||
2017 | 15,030 | 2,641 | |||||
2018 | 11,303 | 2,217 | |||||
2019 | 9,990 | 1,885 | |||||
Thereafter | 24,465 | 10,718 | |||||
Total | $ | 93,269 | $ | 24,513 |
March 31, 2015 | December 31, 2014 | ||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
Unsecured notes payable | $ | 1,518,382 | $ | 1,584,451 | $ | 1,518,108 | $ | 1,593,212 | |||||||
Variable rate debt | $ | 278,610 | $ | 257,512 | $ | 278,610 | $ | 257,188 | |||||||
Mortgage notes payable | $ | 650,545 | $ | 695,228 | $ | 654,590 | $ | 707,241 | |||||||
Mortgage note receivable (a) | $ | — | $ | — | $ | 88,000 | $ | 87,692 |
(a) | On January 30, 2015 the mortgage note was repaid. For further information regarding the mortgage note, see Note 2, "Summary of Significant Accounting Policies," included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014. |
Three-month periods ended March 31, | |||||||||||||||
2015 | 2014 | ||||||||||||||
Basic | Diluted | Basic | Diluted | ||||||||||||
Numerator | |||||||||||||||
Income (Loss) from continuing operations | $ | 8,594 | $ | 8,594 | $ | (2,237 | ) | $ | (2,237 | ) | |||||
Net (income) loss from continuing operations attributable to non-controlling interests - LP units | (58 | ) | (58 | ) | 44 | 44 | |||||||||
Net loss attributable to non-controlling interest — partners' share of consolidated real estate ventures | — | — | (12 | ) | (12 | ) | |||||||||
Nonforfeitable dividends allocated to unvested restricted shareholders | (101 | ) | (101 | ) | (103 | ) | (103 | ) | |||||||
Preferred share dividends | (1,725 | ) | (1,725 | ) | (1,725 | ) | (1,725 | ) | |||||||
Income (Loss) from continuing operations available to common shareholders | 6,710 | 6,710 | (4,033 | ) | (4,033 | ) | |||||||||
Loss from discontinued operations | — | — | (8 | ) | (8 | ) | |||||||||
Discontinued operations attributable to common shareholders | — | — | (8 | ) | (8 | ) | |||||||||
Net income (loss) attributable to common shareholders | $ | 6,710 | $ | 6,710 | $ | (4,041 | ) | $ | (4,041 | ) | |||||
Denominator | |||||||||||||||
Weighted-average shares outstanding | 179,562,930 | 179,562,930 | 156,794,019 | 156,794,019 | |||||||||||
Contingent securities/Share based compensation | — | 1,092,342 | — | — | |||||||||||
Weighted-average shares outstanding | 179,562,930 | 180,655,272 | 156,794,019 | 156,794,019 | |||||||||||
Earnings per Common Share: | |||||||||||||||
Income (loss) from continuing operations attributable to common shareholders | $ | 0.04 | $ | 0.04 | $ | (0.03 | ) | $ | (0.03 | ) | |||||
Discontinued operations attributable to common shareholders | — | — | — | — | |||||||||||
Net income (loss) attributable to common shareholders | $ | 0.04 | $ | 0.04 | $ | (0.03 | ) | $ | (0.03 | ) |
Three-month periods ended March 31, | |||||||||||||||
2015 | 2014 | ||||||||||||||
Basic | Diluted | Basic | Diluted | ||||||||||||
Numerator | |||||||||||||||
Income (Loss) from continuing operations | $ | 8,594 | $ | 8,594 | $ | (2,237 | ) | $ | (2,237 | ) | |||||
Nonforfeitable dividends allocated to unvested restricted unitholders | (101 | ) | (101 | ) | (103 | ) | (103 | ) | |||||||
Preferred unit dividends | (1,725 | ) | (1,725 | ) | (1,725 | ) | (1,725 | ) | |||||||
Net income attributable to non-controlling interests | — | — | (12 | ) | (12 | ) | |||||||||
Income (Loss) from continuing operations available to common unitholders | 6,768 | 6,768 | (4,077 | ) | (4,077 | ) | |||||||||
Discontinued operations attributable to common unitholders | — | — | (8 | ) | (8 | ) | |||||||||
Net income (loss) attributable to common unitholders | $ | 6,768 | $ | 6,768 | $ | (4,085 | ) | $ | (4,085 | ) | |||||
Denominator | |||||||||||||||
Weighted-average units outstanding | 181,098,032 | 181,098,032 | 158,557,758 | 158,557,758 | |||||||||||
Contingent securities/Share based compensation | — | 1,092,342 | — | — | |||||||||||
Total weighted-average units outstanding | 181,098,032 | 182,190,374 | 158,557,758 | 158,557,758 | |||||||||||
Earnings per Common Partnership Unit: | |||||||||||||||
Income (loss) from continuing operations attributable to common unitholders | $ | 0.04 | $ | 0.04 | $ | (0.03 | ) | $ | (0.03 | ) | |||||
Discontinued operations attributable to common unitholders | — | — | — | — | |||||||||||
Net income (loss) attributable to common unitholders | $ | 0.04 | $ | 0.04 | $ | (0.03 | ) | $ | (0.03 | ) |
Shares | Weighted Average Grant Date Fair value | |||||
Non-vested at January 1, 2015 | 540,066 | $ | 12.21 | |||
Granted | 152,785 | 15.95 | ||||
Vested | (21,939 | ) | 13.30 | |||
Non-vested at March 31, 2015 | 670,912 | $ | 13.65 |
RPSU Grant | |||||||||||||||||||
2/25/2013 | 3/11/2014 | 3/12/2014 | 2/23/2015 | Total | |||||||||||||||
(Amounts below in shares, unless otherwise noted) | |||||||||||||||||||
Non-vested at January 1, 2015 | 199,577 | 130,717 | 61,720 | — | 392,014 | ||||||||||||||
Units Granted | — | — | — | 186,395 | 186,395 | ||||||||||||||
Units Accelerated for Qualifying Retirement | (8,255 | ) | (7,562 | ) | — | (7,003 | ) | (22,820 | ) | ||||||||||
Non-vested at March 31, 2015 | 191,322 | 123,155 | 61,720 | 179,392 | 555,589 | ||||||||||||||
Measurement Period Commencement Date | 1/1/2013 | 1/1/2014 | 1/1/2014 | 1/1/2015 | |||||||||||||||
Measurement Period End Date | 12/31/2015 | 12/31/2016 | 12/31/2016 | 12/31/2017 | |||||||||||||||
Units Granted | 231,093 | 134,284 | 61,720 | 186,395 | |||||||||||||||
Fair Value of Units on Grant Date (in thousands) | $ | 4,137 | $ | 2,624 | $ | 1,225 | $ | 3,933 |
Real estate investments, at cost: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Philadelphia CBD | $ | 1,346,858 | $ | 1,338,655 | ||||
Pennsylvania Suburbs | 1,178,408 | 1,178,470 | ||||||
Metropolitan Washington, D.C. | 1,189,601 | 1,183,652 | ||||||
New Jersey/Delaware (a) | 326,297 | 392,581 | ||||||
Richmond, Virginia | 317,422 | 317,076 | ||||||
California (a) | 119,271 | 193,258 | ||||||
$ | 4,477,857 | $ | 4,603,692 | |||||
Less: Assets held for sale (a) | 136,802 | 27,436 | ||||||
Operating Properties | $ | 4,614,659 | $ | 4,631,128 | ||||
Corporate | ||||||||
Construction-in-progress | $ | 231,224 | $ | 201,360 | ||||
Land inventory | $ | 90,945 | $ | 90,603 |
(a) | On December 31, 2014, the Company was actively marketing for sale its Atrium I and Libertyview properties, comprised of two office properties located in the New Jersey/Delaware segment. As of December 31, 2014 the properties were classified as held for sale on the consolidated balance sheet. The properties were sold on January 8, 2015. See Note 3, "Real Estate Investments," for further information. The sale is not classified as a significant disposition under the accounting guidance for discontinued operations. |
Net operating income: | |||||||||||||||||||||||
Three-month periods ended | |||||||||||||||||||||||
March 31, | |||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||
Total revenue | Operating expenses (a) | Net operating income | Total revenue | Operating expenses (a) | Net operating income (loss) | ||||||||||||||||||
Philadelphia CBD | $ | 52,973 | $ | (18,390 | ) | $ | 34,583 | $ | 49,414 | $ | (18,443 | ) | $ | 30,971 | |||||||||
Pennsylvania Suburbs | 39,890 | (14,585 | ) | 25,305 | 40,574 | (14,687 | ) | 25,887 | |||||||||||||||
Metropolitan Washington, D.C. | 27,406 | (11,860 | ) | 15,546 | 30,690 | (11,957 | ) | 18,733 | |||||||||||||||
New Jersey/Delaware | 13,500 | (7,868 | ) | 5,632 | 15,625 | (8,692 | ) | 6,933 | |||||||||||||||
Richmond, Virginia | 9,296 | (4,272 | ) | 5,024 | 8,867 | (4,340 | ) | 4,527 | |||||||||||||||
California | 4,985 | (2,438 | ) | 2,547 | 4,602 | (2,409 | ) | 2,193 | |||||||||||||||
Austin, Texas (b) | 934 | (870 | ) | 64 | 2,081 | (1,176 | ) | 905 | |||||||||||||||
Corporate | 1,422 | (415 | ) | 1,007 | 261 | (270 | ) | (9 | ) | ||||||||||||||
Operating Properties | $ | 150,406 | $ | (60,698 | ) | $ | 89,708 | $ | 152,114 | $ | (61,974 | ) | $ | 90,140 |
(a) | Includes property operating expense, real estate taxes and third party management expense. |
(b) | On April 3, 2014, the Company contributed Four Points Centre to an unconsolidated real estate venture. Following the contribution of this property, there are no wholly owned properties in the Austin, Texas segment. Activity subsequent to the contribution is related to management fees and related expenses provided by the Company to the Austin Venture. |
Unconsolidated real estate ventures: | |||||||||||||||
Investment in real estate ventures, at equity | Equity in income (loss) of real estate ventures | ||||||||||||||
As of | Three-month periods ended March 31, | ||||||||||||||
March 31, 2015 | December 31, 2014 | 2015 | 2014 | ||||||||||||
Philadelphia CBD | $ | 29,164 | $ | 27,137 | $ | (300 | ) | $ | (21 | ) | |||||
Pennsylvania Suburbs | 17,273 | 17,385 | (6 | ) | 32 | ||||||||||
Metropolitan Washington, D.C. | 78,069 | 73,127 | (50 | ) | 67 | ||||||||||
New Jersey/Delaware | — | — | 48 | 18 | |||||||||||
Richmond, Virginia | 1,410 | 1,574 | 86 | (45 | ) | ||||||||||
Austin, Texas (a) | 107,562 | 105,781 | 353 | 191 | |||||||||||
Total | $ | 233,478 | $ | 225,004 | $ | 131 | $ | 242 |
(a) | Investment in real estate ventures does not include the $1.2 million negative investment balance in one real estate venture as of March 31, 2015 and December 31, 2014, which is included in other liabilities. |
Three-month periods ended March 31, | |||||||
2015 | 2014 | ||||||
(unaudited, amounts in thousands) | |||||||
Consolidated net operating income | $ | 89,708 | $ | 90,140 | |||
Other income (expense): | |||||||
Depreciation and amortization | (51,111 | ) | (52,570 | ) | |||
General and administrative expenses | (8,636 | ) | (8,181 | ) | |||
Interest income | 750 | 385 | |||||
Interest expense | (28,176 | ) | (31,844 | ) | |||
Interest expense - amortization of deferred financing costs | (1,079 | ) | (1,189 | ) | |||
Interest expense - financing obligation | (286 | ) | (272 | ) | |||
Equity in income of real estate ventures | 131 | 242 | |||||
Net gain on disposition of real estate | 9,019 | — | |||||
Gain on sale of undepreciated real estate | — | 1,187 | |||||
Loss on real estate venture transactions | — | (135 | ) | ||||
Provision for impairment on assets held for sale | (1,726 | ) | — | ||||
Income (loss) from continuing operations | 8,594 | (2,237 | ) | ||||
Loss from discontinued operations | — | (8 | ) | ||||
Net income (loss) | $ | 8,594 | $ | (2,245 | ) |
2015 (nine months remaining) | $ | 1,163 | |
2016 | 1,550 | ||
2017 | 1,550 | ||
2018 | 1,550 | ||
2019 | 1,550 | ||
Thereafter | 60,529 | ||
Total | $ | 67,892 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | the continuing impact of modest global economic growth, which is having and may have a negative effect on the following, among other things: |
• | the fundamentals of our business, including overall market occupancy, demand for office space and rental rates; |
• | the financial condition of our tenants, many of which are financial, legal and other professional firms, our lenders, counterparties to our derivative financial instruments and institutions that hold our cash balances and short-term investments, which may expose us to increased risks of default by these parties; |
• | the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue acquisition and development opportunities and refinance existing debt; and |
• | a decline in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis. |
• | changes in local real estate conditions (including changes in rental rates and the number of properties that compete with our properties); |
• | our failure to lease unoccupied space in accordance with our projections; |
• | our failure to re-lease occupied space upon expiration of leases; |
• | tenant defaults and the bankruptcy of major tenants; |
• | increases in interest rates; |
• | failure of interest rate hedging contracts to perform as expected and the effectiveness of such arrangements; |
• | failure of acquisitions to perform as expected; |
• | unanticipated costs associated with the acquisition, integration and operation of our acquisitions; |
• | unanticipated costs to complete, lease-up and operate our developments and redevelopments; |
• | unanticipated costs associated with land development, including building moratoriums and inability to obtain necessary zoning, land-use, building, occupancy and other required governmental approvals, construction cost increases or overruns and construction delays; |
• | impairment charges; |
• | increased costs for, or lack of availability of, adequate insurance, including for terrorist acts or environmental liabilities; |
• | actual or threatened terrorist attacks; |
• | the impact on workplace and tenant space demands driven by technology, employee culture and commuting patterns; |
• | demand for tenant services beyond those traditionally provided by landlords; |
• | liability and clean-up costs under environmental or other laws; |
• | failure or bankruptcy of real estate venture partners; |
• | inability of real estate venture partners to fund venture obligations or perform under our real estate venture development agreements; |
• | failure to manage effectively our growth into new product types within our real estate venture arrangements; |
• | failure of dispositions to close in a timely manner; |
• | failure of buyers of our properties to comply with terms of their financing agreements to us; |
• | earthquakes and other natural disasters; |
• | the unforeseen impact of climate change and compliance costs relating to laws and regulations governing climate change; |
• | risks associated with federal, state and local tax audits; |
• | complex regulations relating to our status as a REIT and the adverse consequences of our failure to qualify as a REIT; and |
• | the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results. |
Leasing Activity: | |||
Core portfolio net rentable square feet owned (end of period) (1) | 22,596,372 | ||
Occupancy percentage (end of period) | 90.3 | % | |
Average occupancy percentage | 90.5 | % | |
New leases and expansions commenced (square feet) | 181,472 | ||
Leases renewed (square feet) | 696,869 | ||
Net absorption (square feet) (2) | (249,553 | ) | |
Percentage change in rental rates per square feet (3): | |||
New and expansion rental rates | 8.7 | % | |
Renewal rental rates | 3.0 | % | |
Combined rental rates | 3.6 | % | |
Capital Costs Committed (4): | |||
Leasing commissions (per square feet) | $ | 2.16 | |
Tenant Improvements (per square feet) | $ | 6.18 | |
Weighted average lease term for leases commenced in the current period | 6.2 | ||
Total capital per square foot per lease year | $ | 1.42 |
(1) | Includes all properties in the core portfolio (i.e. not under development, redevelopment, sold or classified as held for sale). |
(2) | Includes leasing related to completed developments and redevelopments. |
(3) | Rental rates include base rent plus reimbursement for operating expenses and real estate taxes. |
(4) | Calculated on a weighted average basis. |
Construction Commencement Date | Expected Completion | Activity Type | Property/Portfolio Name | Location | Number of Buildings | Square Footage | Estimated Costs | Amount Funded | ||||||||||||||
Q1 2014 | Q2 2015 (Phase I) Q3 2015 (Phase II) | Development | 5707 Southwest Parkway (Encino Trace) | Austin, TX | 2 | 320,000 | $ | 87,400 | $ | 50,700 | ||||||||||||
Q2 2014 | Q2 2016 | Development | 30th & Walnut Streets (FMC Tower at Cira Centre South) | Philadelphia, PA | 1 | 870,000 | 385,000 | 68,700 | ||||||||||||||
Total | 3 | 1,190,000 | $ | 472,400 | $ | 119,400 |
Construction Commencement Date | Expected Completion | Percent owned | Property/Portfolio Name | Location | Number of Buildings | Square Footage/Units | Our Share of Estimated Costs | Our Share of Amount Funded | ||||||||||||||
Q4 2014 | Q2 2016 | 50% | 1919 Market Street (1919 Ventures) | Philadelphia, PA | 1 | 321 units | $ | 29,600 | $ | 15,300 | ||||||||||||
Q2 2013 | Q4 2015 | 50% | 134 Plymouth Road (The Parc at Plymouth Meeting Apartments) | Plymouth Meeting, PA | 7 | 398 units | 12,200 | 12,200 | ||||||||||||||
Q2 2014 (a) | TBD | 50% | 4040 Wilson (4040 Wilson LLC Venture) | Arlington, VA | 1 | 426,900 | 34,100 | 32,000 | ||||||||||||||
Total | 9 | 426,900 | $ | 75,900 | $ | 59,500 |
(a) | Relates to construction of garage only; building construction to commence upon reaching certain pre-leasing levels. |
Same Store Property Portfolio | Recently Completed/Acquired Properties (a) | Development/Redevelopment Properties (b) | Other (Eliminations) (c) | Total Portfolio | |||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands) | 2015 | 2014 | Increase/ (Decrease) | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | Increase/ (Decrease) | |||||||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
Cash rents | $ | 107,052 | $ | 106,574 | $ | 478 | $ | 1,135 | $ | 723 | $ | 2,126 | $ | 2,118 | $ | 2,468 | $ | 6,719 | $ | 112,781 | $ | 116,134 | $ | (3,353 | ) | ||||||||||||||||||||||
Straight-line rents | 6,149 | 3,319 | 2,830 | 267 | 262 | (29 | ) | 9 | (48 | ) | 2 | 6,339 | 3,592 | 2,747 | |||||||||||||||||||||||||||||||||
Above/below market rent amortization | 925 | 1,634 | (709 | ) | — | — | 365 | 254 | — | 57 | 1,290 | 1,945 | (655 | ) | |||||||||||||||||||||||||||||||||
Total rents | 114,126 | 111,527 | 2,599 | 1,402 | 985 | 2,462 | 2,381 | 2,420 | 6,778 | 120,410 | 121,671 | (1,261 | ) | ||||||||||||||||||||||||||||||||||
Tenant reimbursements | 21,657 | 21,016 | 641 | 226 | 119 | 417 | 435 | 354 | 1,890 | 22,654 | 23,460 | (806 | ) | ||||||||||||||||||||||||||||||||||
Termination fees | 636 | 2,203 | (1,567 | ) | — | — | — | — | — | — | 636 | 2,203 | (1,567 | ) | |||||||||||||||||||||||||||||||||
Third party management fees, labor reimbursement and leasing | — | — | — | — | — | — | — | 3,872 | 4,150 | 3,872 | 4,150 | (278 | ) | ||||||||||||||||||||||||||||||||||
Other | 1,651 | 406 | 1,245 | 4 | 4 | 11 | 25 | 1,168 | 195 | 2,834 | 630 | 2,204 | |||||||||||||||||||||||||||||||||||
Total revenue | 138,070 | 135,152 | 2,918 | 1,632 | 1,108 | 2,890 | 2,841 | 7,814 | 13,013 | 150,406 | 152,114 | (1,708 | ) | ||||||||||||||||||||||||||||||||||
Property operating expenses | 44,721 | 43,712 | (1,009 | ) | 409 | 252 | 1,522 | 1,352 | (75 | ) | 1,485 | 46,577 | 46,801 | 224 | |||||||||||||||||||||||||||||||||
Real estate taxes | 11,604 | 11,896 | 292 | 87 | 84 | 235 | 232 | 619 | 1,245 | 12,545 | 13,457 | 912 | |||||||||||||||||||||||||||||||||||
Third party management expenses | — | — | — | — | — | — | — | 1,576 | 1,716 | 1,576 | 1,716 | 140 | |||||||||||||||||||||||||||||||||||
Net operating income | 81,745 | 79,544 | 2,201 | 1,136 | 772 | 1,133 | 1,257 | 5,694 | 8,567 | 89,708 | 90,140 | (432 | ) | ||||||||||||||||||||||||||||||||||
General & administrative expenses | 6 | 39 | 33 | — | — | — | 64 | 8,630 | 8,078 | 8,636 | 8,181 | 455 | |||||||||||||||||||||||||||||||||||
Depreciation and amortization | 47,749 | 47,130 | (619 | ) | 290 | 193 | 1,607 | 1,779 | 1,465 | 3,468 | 51,111 | 52,570 | (1,459 | ) | |||||||||||||||||||||||||||||||||
Operating income (loss) | $ | 33,990 | $ | 32,375 | $ | 2,787 | $ | 846 | $ | 579 | $ | (474 | ) | $ | (586 | ) | $ | (4,401 | ) | $ | (2,979 | ) | $ | 29,961 | $ | 29,389 | $ | 572 | |||||||||||||||||||
Number of properties | 185 | 185 | 2 | 5 | 6 | 198 | |||||||||||||||||||||||||||||||||||||||||
Square feet | 22,417 | 22,417 | 179 | 1,576 | 690 | 24,862 | |||||||||||||||||||||||||||||||||||||||||
Core Occupancy % (d) | 90.2 | % | 88.9 | % | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||
Other income (expense): | |||||||||||||||||||||||||||||||||||||||||||||||
Interest income | 750 | 385 | 365 | ||||||||||||||||||||||||||||||||||||||||||||
Interest expense | (28,176 | ) | (31,844 | ) | 3,668 | ||||||||||||||||||||||||||||||||||||||||||
Amortization of deferred financing costs | (1,079 | ) | (1,189 | ) | 110 | ||||||||||||||||||||||||||||||||||||||||||
Interest expense — financing obligation | (286 | ) | (272 | ) | (14 | ) | |||||||||||||||||||||||||||||||||||||||||
Equity in income of real estate ventures | 131 | 242 | (111 | ) | |||||||||||||||||||||||||||||||||||||||||||
Net gain on disposition of real estate | 9,019 | — | 9,019 | ||||||||||||||||||||||||||||||||||||||||||||
Net gain on sale of undepreciated real estate | — | 1,187 | (1,187 | ) | |||||||||||||||||||||||||||||||||||||||||||
Net loss on real estate venture transactions | — | (135 | ) | 135 | |||||||||||||||||||||||||||||||||||||||||||
Provision for impairment on assets held for sale | (1,726 | ) | — | (1,726 | ) | ||||||||||||||||||||||||||||||||||||||||||
Income (loss) from continuing operations | 8,594 | (2,237 | ) | 10,831 | |||||||||||||||||||||||||||||||||||||||||||
Loss from discontinued operations | — | (8 | ) | 8 | |||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ | 8,594 | $ | (2,245 | ) | $ | 10,839 | ||||||||||||||||||||||||||||||||||||||||
Income (loss) per common share | $ | 0.04 | $ | (0.03 | ) | $ | 0.07 |
(a) | Results include: two properties completed/acquired and placed in service. |
(b) | Results include: three developments, one redevelopment and one re-entitlement property. |
(c) | Represents certain revenues and expenses at the corporate level as well as various intercompany costs that are eliminated in consolidation and third-party management fees. It also includes properties sold that do not qualify as discontinued operations. |
(d) | Pertains to properties that are part of our core portfolio (i.e. not under development, redevelopment, or re-entitlement). |
• | $0.4 million increase in the Recently Completed Portfolio for the first quarter of 2015 compared to the first quarter of 2014; |
• | $1.5 million decrease related to the sale of the Valleybrooke properties in Malvern, Pennsylvania during the fourth quarter of 2014; |
• | $0.9 million decrease related to the sale of Campus Pointe in Reston, Virginia during the third quarter of 2014; |
• | $0.7 million decrease related to the contribution of Four Points Centre in Austin, Texas to the Austin Venture during the second quarter of 2014; and |
• | $0.7 million decrease related to the sale of the Atrium and Libertyview properties during the first quarter of 2015. |
• | $1.5 million related to an increase in capitalized interest which is directly attributable to increased development activity compared to the first quarter of 2014; |
• | $0.7 million due to the repayment of our $150.0 million three-year term loan due February 2015, in the third quarter of 2014; |
• | $0.5 million due to the repayment of our $100.0 million four-year term loan due February 2016, in the third quarter of 2014; |
• | $0.2 million due to the termination of interest rate swap contracts associated with our $100.0 million four-year term loan due February 2016; |
• | $3.0 million due to repurchases of $75.1 million and $143.5 million, in the third and fourth quarters of 2014, respectively, of our 5.400% Guaranteed Notes due 2014; |
• | $3.0 million due to repurchases of $42.7 million and $114.9 million, in the third and fourth quarters, respectively, of our 7.500% Guaranteed Notes due 2015; and |
• | $0.4 million related to mortgage interest expense. |
• | fund normal recurring expenses, |
• | fund capital expenditures, including capital and tenant improvements and leasing costs, |
• | fund repayment of certain debt instruments when they mature, |
• | fund current development and redevelopment costs, |
• | fund commitments to unconsolidated real estate ventures, and |
• | fund distributions to shareholders to maintain REIT status. |
Activity | 2015 | 2014 | ||||||
Operating | $ | 45,611 | $ | 50,440 | ||||
Investing | 38,311 | (48,365 | ) | |||||
Financing | (32,341 | ) | (28,991 | ) | ||||
Net cash flows | $ | 51,581 | $ | (26,916 | ) |
• | an increase of $14.0 million in funds used for acquisitions, driven by the purchase of a development project in Austin, Texas known as Encino Trace during the three months ended March 31, 2014, with no such acquisitions during the three months ended March 31, 2015; |
• | an increase of $23.4 million of net proceeds from the sale of two properties during the three months ended March 31, 2015 compared to the sale of one land parcel during the three months ended March 31, 2014 (See Item 2., "Recent Property Transactions"); |
• | an increase of $86.8 million in payments on the mortgage note receivable during the three months ended March 31, 2015 compared to the three months ended March 31, 2014 primarily due to the repayment of the short term loan to the Austin Venture (See Note 4, "Investment in Unconsolidated Ventures," to our consolidated financial statements); and |
• | an increase of $1.2 million in escrow cash due to timing of payments. |
• | an increase in capital expenditures for tenant and building improvements and leasing commissions by $22.0 million during the three months ended March 31, 2015 compared to the three months ended March 31, 2014 primarily attributed to the development of the FMC Tower at Cira Centre South and Encino Trace (For further information on development projects see Item 1., "Developments," included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and Item 2., "Development Risk," included in this Form 10-Q); |
• | a decrease in advances made for purchase of tenant assets, net of repayments of $0.2 million during the three months ended March 31, 2015, when compared to the three months ended March 31, 2014; |
• | an increase of $10.2 million of investments in unconsolidated Real Estate Ventures primarily due to contributions for the three months ended March 31, 2015 of $3.4 million to the DRA Austin real estate venture, $5.1 million to the 4040 Wilson real estate venture, $1.9 million to Brandywine 1919 Ventures and $0.6 million to the HSRE-Campus Crest real estate venture compared to the $0.8 million contribution to the 4040 Wilson real estate venture during the three months ended March 31, 2014; |
• | an increase in expenditures for deposits on real estate acquisitions of $5.9 million during the three months ended March 31, 2015 compared to the three months ended March 31, 2014 primarily attributed to the acquisition of a land parcel located in Washington D.C. (For further information on the land parcel acquired See Note 14, "Subsequent Events," to our consolidated financial statements); and |
• | a decrease of $0.3 million in cash distributions in excess of cumulative equity in income from Real Estate Ventures during the three months ended March 31, 2015 compared to the three months ended March 31, 2014. |
• | an increase of $0.2 million in repayments of mortgage notes payable during three months ended March 31, 2015 compared to the three months ended March 31, 2014; and |
• | an increase in distributions paid to shareholders and on non-controlling interests to $28.9 million during the three months ended March 31, 2015 from $25.6 million during the three months ended March 31, 2014 resulting from the Parent Company issuance of 21,850,000 common shares during the third quarter of 2014. |
March 31, 2015 | December 31, 2014 | ||||||
(dollars in thousands) | |||||||
Balance: | |||||||
Mortgage notes payable | $ | 652,322 | $ | 655,934 | |||
Unsecured debt | 1,803,529 | 1,803,529 | |||||
Total | $ | 2,455,851 | $ | 2,459,463 | |||
Percent of Total Debt: | |||||||
Mortgage notes payable | 26.6 | % | 26.7 | % | |||
Unsecured debt | 73.4 | % | 73.3 | % | |||
Total | 100.0 | % | 100.0 | % | |||
Weighted-average interest rate at period end: | |||||||
Mortgage notes payable | 5.7 | % | 5.7 | % | |||
Unsecured debt | 4.7 | % | 4.7 | % | |||
Total | 5.0 | % | 5.0 | % | |||
Weighted-average maturity in years: | |||||||
Mortgage notes payable | 7.1 | 7.3 | |||||
Unsecured debt | 6.8 | 7.0 | |||||
Total | 6.9 | 7.1 |
Period | Scheduled Amortization | Principal Maturities | Total | Weighted Average Interest Rate of Maturing Debt | |||||||||||
2015 | $ | 10,057 | $ | 88,361 | $ | 98,418 | 5.46 | % | |||||||
2016 | 9,924 | 357,779 | 367,703 | 5.61 | % | ||||||||||
2017 | 9,906 | 320,417 | 330,323 | 5.63 | % | ||||||||||
2018 | 11,954 | 325,000 | 336,954 | 5.19 | % | ||||||||||
2019 | 13,155 | 200,000 | 213,155 | 3.81 | % | ||||||||||
2020 | 13,915 | — | 13,915 | 6.64 | % | ||||||||||
2021 | 14,719 | — | 14,719 | 6.64 | % | ||||||||||
2022 | 15,571 | — | 15,571 | 6.65 | % | ||||||||||
2023 | 14,666 | 351,236 | 365,902 | 4.27 | % | ||||||||||
2024 | 14,933 | 250,000 | 264,933 | 4.39 | % | ||||||||||
Thereafter | 105,648 | 328,610 | 434,258 | 4.97 | % | ||||||||||
Totals | $ | 234,448 | $ | 2,221,403 | $ | 2,455,851 | 4.97 | % |
Payments by Period (in thousands) | |||||||||||||||||||
Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | |||||||||||||||
Mortgage notes payable (a) | $ | 652,322 | $ | 222,206 | $ | 126,879 | $ | 25,955 | $ | 277,282 | |||||||||
Unsecured guaranteed notes (a) | 1,603,529 | — | 449,919 | 325,000 | 828,610 | ||||||||||||||
Unsecured term loan | 200,000 | — | — | 200,000 | — | ||||||||||||||
Ground leases (b) | 67,892 | 1,550 | 3,100 | 3,100 | 60,142 | ||||||||||||||
Development contracts (c) | 364,711 | 252,028 | 112,683 | — | — | ||||||||||||||
Interest expense (d) | 681,850 | 115,874 | 167,117 | 105,383 | 293,476 | ||||||||||||||
Other liabilities (e) | 21,726 | 228 | 2,322 | 4,787 | 14,389 | ||||||||||||||
$ | 3,592,030 | $ | 591,886 | $ | 862,020 | $ | 664,225 | $ | 1,473,899 |
(a) | Amounts do not include unamortized discounts and/or premiums. |
(b) | Future minimum rental payments under the terms of all non-cancelable ground leases under which we are the lessee are expensed on a straight-line basis regardless of when payments are due. The table does not include the future minimum rental payments related to two ground leases in Philadelphia, Pennsylvania. The two ground leases in Philadelphia, Pennsylvania are discussed in Note 13, "Commitments and Contingencies," to consolidated financial statements. |
(c) | Represents contractual obligations for development projects and does not contemplate all costs expected to be incurred for such developments. See Item 2., "Overview - Development Risk" for total expected costs related to developments. |
(d) | Variable rate debt future interest expense commitments are calculated using March 31, 2015 interest rates. |
(e) | Other liabilities consists of (i) our deferred compensation liability, (ii) the liability investment balance related to Coppell Associates real estate venture located in Austin, Texas and (iii) the interest accretion on the existing transfer tax liability on Two Logan Square in Philadelphia, Pennsylvania. |
Three-month periods ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
(unaudited, in thousands, except share information) | |||||||
Net income (loss) attributable to common unitholders | $ | 6,768 | $ | (4,085 | ) | ||
Add (deduct): | |||||||
Nonforfeitable dividends allocated to unvested restricted shareholders | 101 | 103 | |||||
Loss on real estate venture transactions | — | 135 | |||||
Net gain on disposition of real estate | (9,019 | ) | — | ||||
Provision for impairment on assets held for sale | 1,726 | — | |||||
Depreciation and amortization: | |||||||
Real property — continuing operations | 40,496 | 40,677 | |||||
Leasing costs including acquired intangibles — continuing operations | 10,538 | 11,859 | |||||
Company’s share of unconsolidated real estate ventures | 8,113 | 5,208 | |||||
Partners' share of consolidated real estate ventures | (54 | ) | (49 | ) | |||
Funds from operations | $ | 58,669 | $ | 53,848 | |||
Funds from operations allocable to unvested restricted shareholders | (218 | ) | (235 | ) | |||
Funds from operations available to common unitholders (FFO) | $ | 58,451 | $ | 53,613 | |||
Weighted-average shares/units outstanding — fully diluted | 182,190,374 | 159,927,659 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
Item 4. | Controls and Procedures |
(a) | Evaluation of disclosure controls and procedures. Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this quarterly report. Based on this evaluation, the Parent Company’s principal executive officer and principal financial officer have concluded that the Parent Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report. |
(b) | Changes in internal control over financial reporting. There was no change in the Parent Company’s internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the Parent Company’s internal control over financial reporting. |
(a) | Evaluation of disclosure controls and procedures. Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of the end of the period covered by this quarterly report. Based on this evaluation, the Operating Partnership’s principal executive officer and principal financial officer have concluded that the Operating Partnership’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report. |
(b) | Changes in internal control over financial reporting. There was no change in the Operating Partnership’s internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting. |
Item 1. | Legal Proceedings |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
(a) | None. |
(b) | Not applicable. |
(c) | There were no common share repurchases under our repurchase program during the fiscal quarter ended March 31, 2015. As of March 31, 2015, 539,200 common shares remained available for repurchase under our share repurchase program. |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Mine Safety Disclosures |
Item 5. | Other Information |
Property Name | City | State | No. of Buildings | Square Feet | ||||||
100 Commerce Drive | Newark | Delaware | 1 | 62,787 | ||||||
200 Commerce Drive | Newark | Delaware | 1 | 68,034 | ||||||
400 Commerce Drive | Newark | Delaware | 1 | 154,086 | ||||||
Delaware Corporate Center I | Wilmington | Delaware | 1 | 104,761 | ||||||
Delaware Corporate Center II | Wilmington | Delaware | 1 | 95,514 | ||||||
5 | 485,182 |
Brandywine Realty Trust | |||||||||||||||
Unaudited Pro Forma Consolidated Balance Sheet | |||||||||||||||
As of March 31, 2015 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
As Reported | Properties Sold | Other Dispositions | Reported as | ||||||||||||
(A) | (B) | (C) | Pro Forma | ||||||||||||
ASSETS | |||||||||||||||
Real estate investments: | |||||||||||||||
Rental properties | $ | 4,477,857 | $ | — | $ | — | $ | 4,477,857 | |||||||
Accumulated depreciation | (1,057,140 | ) | — | — | (1,057,140 | ) | |||||||||
Operating real estate investments, net | 3,420,717 | — | — | 3,420,717 | |||||||||||
Construction-in-progress | 231,224 | — | — | 231,224 | |||||||||||
Land inventory | 90,945 | — | — | 90,945 | |||||||||||
Total real estate investments, net | 3,742,886 | — | — | 3,742,886 | |||||||||||
Cash and cash equivalents | 309,083 | 49,579 | (B2) | 62,800 | 421,462 | ||||||||||
Accounts receivable, net | 18,566 | 266 | (B1) | 158 | 18,990 | ||||||||||
Accrued rent receivable, net | 134,885 | — | — | 134,885 | |||||||||||
Assets held for sale, net | 111,971 | (48,440 | ) | (B1) | (63,531 | ) | — | ||||||||
Investment in real estate ventures, at equity | 233,478 | — | — | 233,478 | |||||||||||
Deferred costs, net | 123,482 | — | — | 123,482 | |||||||||||
Intangible assets, net | 93,269 | — | — | 93,269 | |||||||||||
Other assets | 78,036 | 47 | (B1) | 66 | 78,149 | ||||||||||
Total assets | $ | 4,845,656 | $ | 1,452 | $ | (507 | ) | $ | 4,846,601 | ||||||
LIABILITIES AND BENEFICIARIES’ EQUITY | |||||||||||||||
Mortgage notes payable | $ | 650,545 | $ | — | — | $ | 650,545 | ||||||||
Unsecured term loans | 200,000 | — | — | 200,000 | |||||||||||
Unsecured senior notes, net of discounts | 1,596,992 | — | — | 1,596,992 | |||||||||||
Accounts payable and accrued expenses | 109,865 | 222 | (B1) | 173 | 110,260 | ||||||||||
Distributions payable | 29,038 | — | — | 29,038 | |||||||||||
Deferred income, gains and rent | 55,618 | — | — | 55,618 | |||||||||||
Acquired lease intangibles, net | 24,513 | — | — | 24,513 | |||||||||||
Other liabilities | 39,578 | (53 | ) | (B1) | (182 | ) | 39,343 | ||||||||
Liabilities related to assets held for sale | 931 | (465 | ) | (B1) | (466 | ) | — | ||||||||
Total liabilities | 2,707,080 | (296 | ) | (475 | ) | 2,706,309 | |||||||||
Commitments and contingencies | |||||||||||||||
Brandywine Realty Trust’s equity: | |||||||||||||||
Preferred Shares (shares authorized-20,000,000): | |||||||||||||||
6.90% Series E Preferred Shares | 40 | — | — | 40 | |||||||||||
Common Shares of Brandywine Realty Trust’s beneficial interest | 1,798 | — | — | 1,798 | |||||||||||
Additional paid-in capital | 3,317,137 | — | — | 3,317,137 | |||||||||||
Deferred compensation payable in common shares | 11,194 | — | — | 11,194 | |||||||||||
Common shares in grantor trust, | (11,194 | ) | — | — | (11,194 | ) | |||||||||
Cumulative earnings | 538,023 | 1,733 | (B3) | (32 | ) | 539,724 | |||||||||
Accumulated other comprehensive loss | (7,190 | ) | — | — | (7,190 | ) | |||||||||
Cumulative distributions | (1,729,517 | ) | — | — | (1,729,517 | ) | |||||||||
Total Brandywine Realty Trust’s equity | 2,120,291 | 1,733 | (32 | ) | 2,121,992 | ||||||||||
Non-controlling interests | 18,285 | 15 | — | 18,300 | |||||||||||
Total beneficiaries' equity | 2,138,576 | 1,748 | (32 | ) | 2,140,292 | ||||||||||
Total liabilities and equity | $ | 4,845,656 | $ | 1,452 | $ | (507 | ) | $ | 4,846,601 |
Brandywine Realty Trust | |||||||||||||||
Unaudited Pro Forma Consolidated Income Statement | |||||||||||||||
For the three months ended March 31, 2015 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
As Reported (D) | Properties Sold (E) | Other Dispositions (F) | Pro Forma | ||||||||||||
Revenue: | |||||||||||||||
Rents | $ | 120,410 | $ | (1,676 | ) | $ | (1,602 | ) | $ | 117,132 | |||||
Tenant reimbursements | 22,654 | (273 | ) | (111 | ) | 22,270 | |||||||||
Termination fees | 636 | — | — | 636 | |||||||||||
Third party management fees, labor reimbursement and leasing | 3,872 | — | — | 3,872 | |||||||||||
Other | 2,834 | (2 | ) | (2 | ) | 2,830 | |||||||||
Total revenue | 150,406 | (1,951 | ) | (1,715 | ) | 146,740 | |||||||||
Operating Expenses: | |||||||||||||||
Property operating expenses | 46,577 | (826 | ) | (641 | ) | 45,110 | |||||||||
Real estate taxes | 12,545 | (181 | ) | (240 | ) | 12,124 | |||||||||
Third party management expenses | 1,576 | — | — | 1,576 | |||||||||||
Depreciation and amortization | 51,111 | (776 | ) | (677 | ) | 49,658 | |||||||||
General and administrative expenses | 8,636 | — | — | 8,636 | |||||||||||
Total operating expenses | 120,445 | (1,783 | ) | (1,558 | ) | 117,104 | |||||||||
Operating income | 29,961 | (168 | ) | (157 | ) | 29,636 | |||||||||
Other Income (Expense): | |||||||||||||||
Interest income | 750 | — | (14 | ) | 736 | ||||||||||
Interest expense | (28,176 | ) | — | — | (28,176 | ) | |||||||||
Interest expense — amortization of deferred financing costs | (1,079 | ) | — | — | (1,079 | ) | |||||||||
Interest expense — financing obligation | (286 | ) | — | — | (286 | ) | |||||||||
Equity in income of real estate ventures | 131 | — | — | 131 | |||||||||||
Net gain on disposition of real estate | 9,019 | — | — | 9,019 | |||||||||||
Provision for impairment | (1,726 | ) | — | — | (1,726 | ) | |||||||||
Net income from continuing operations | 8,594 | (168 | ) | (171 | ) | 8,255 | |||||||||
Net (income) loss from continuing operations attributable to non-controlling interests - LP units | (58 | ) | 1 | 1 | (56 | ) | |||||||||
Net income attributable to non-controlling interests | (58 | ) | 1 | 1 | (56 | ) | |||||||||
Net income attributable to Brandywine Realty Trust | 8,536 | (167 | ) | (170 | ) | 8,199 | |||||||||
Distribution to Preferred Shares | (1,725 | ) | — | — | (1,725 | ) | |||||||||
Nonforfeitable dividends allocated to unvested restricted shareholders | (101 | ) | — | — | (101 | ) | |||||||||
Net income attributable to Common Shareholders of Brandywine Realty Trust | $ | 6,710 | $ | (167 | ) | $ | (170 | ) | $ | 6,373 | |||||
Basic earnings per Common Share: | |||||||||||||||
Continuing operations | $ | 0.04 | $ | 0.04 | |||||||||||
Diluted earnings per Common Share: | |||||||||||||||
Continuing operations | $ | 0.04 | $ | 0.04 | |||||||||||
Basic weighted average shares outstanding | 179,562,930 | 179,562,930 | |||||||||||||
Diluted weighted average shares outstanding | 180,655,272 | 180,655,272 |
Brandywine Realty Trust | |||||||||||||||
Unaudited Pro Forma Consolidated Income Statement | |||||||||||||||
For the twelve months ended December 31, 2014 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
As Reported (D) | Properties Sold (E) | Other Dispositions (F) | Pro Forma | ||||||||||||
Revenue: | |||||||||||||||
Rents | $ | 483,682 | $ | (8,505 | ) | $ | (17,199 | ) | $ | 457,978 | |||||
Tenant reimbursements | 84,879 | (1,286 | ) | (4,273 | ) | 79,320 | |||||||||
Termination fees | 8,000 | — | — | 8,000 | |||||||||||
Third party management fees, labor reimbursement and leasing | 17,200 | — | 86 | (F1) | 17,286 | ||||||||||
Other | 3,221 | (58 | ) | (168 | ) | 2,995 | |||||||||
Total revenue | 596,982 | (9,849 | ) | (21,554 | ) | 565,579 | |||||||||
Operating Expenses: | |||||||||||||||
Property operating expenses | 177,330 | (3,169 | ) | (7,473 | ) | 166,688 | |||||||||
Real estate taxes | 51,844 | (682 | ) | (2,522 | ) | 48,640 | |||||||||
Third party management expenses | 6,791 | — | — | 6,791 | |||||||||||
Depreciation and amortization | 208,569 | (3,145 | ) | (7,424 | ) | 198,000 | |||||||||
General and administrative expenses | 26,779 | — | — | 26,779 | |||||||||||
Total operating expenses | 471,313 | (6,996 | ) | (17,419 | ) | 446,898 | |||||||||
Operating income | 125,669 | (2,853 | ) | (4,135 | ) | 118,681 | |||||||||
Other Income (Expense): | |||||||||||||||
Interest income | 3,974 | — | (9 | ) | 3,965 | ||||||||||
Historic tax credit transaction income | 11,853 | — | — | 11,853 | |||||||||||
Interest expense | (124,329 | ) | — | — | (124,329 | ) | |||||||||
Interest expense — amortization of deferred financing costs | (5,148 | ) | — | — | (5,148 | ) | |||||||||
Interest expense — financing obligation | (1,144 | ) | — | — | (1,144 | ) | |||||||||
Recognized hedge activity | (828 | ) | — | — | (828 | ) | |||||||||
Equity in income of real estate ventures | (790 | ) | — | (65 | ) | (F2) | (855 | ) | |||||||
Net gain on disposition of real estate | 4,901 | — | — | 4,901 | |||||||||||
Net gain (loss) on sale of undepreciated real estate | 1,184 | — | — | 1,184 | |||||||||||
Net gain (loss) from remeasurement of investment in real estate ventures | 458 | — | — | 458 | |||||||||||
Net gain (loss) on real estate venture transactions | (417 | ) | — | — | (417 | ) | |||||||||
Loss on early extinguishment of debt | (7,594 | ) | — | — | (7,594 | ) | |||||||||
Provision for impairment | (1,765 | ) | — | — | (1,765 | ) | |||||||||
Income (loss) from continuing operations before non-controlling interests | 6,024 | (2,853 | ) | (4,209 | ) | (1,038 | ) | ||||||||
Net loss attributable to non-controlling interests — partners’ share of consolidated real estate ventures | 44 | — | — | 44 | |||||||||||
Net (income) loss from continuing operations attributable to non-controlling interests — LP units | (1 | ) | 30 | 44 | 73 | ||||||||||
Net income attributable to non-controlling interests | 43 | 30 | 44 | 117 | |||||||||||
Net income attributable to Brandywine Realty Trust | 6,067 | (2,823 | ) | (4,165 | ) | (921 | ) | ||||||||
Distribution to preferred shares | (6,900 | ) | — | — | (6,900 | ) | |||||||||
Nonforfeitable dividends allocated to unvested restricted shareholders | (349 | ) | — | — | (349 | ) | |||||||||
Net loss attributable to Common Shareholders of Brandywine Realty Trust | $ | (1,182 | ) | $ | (2,823 | ) | $ | (4,165 | ) | $ | (8,170 | ) | |||
Per share data: | |||||||||||||||
Basic earnings per Common Share: | |||||||||||||||
Continuing operations | $ | (0.01 | ) | $ | (0.05 | ) | |||||||||
Diluted earnings per Common Share: | |||||||||||||||
Continuing operations | $ | (0.01 | ) | $ | (0.05 | ) | |||||||||
Basic weighted average shares outstanding | 166,202,649 | 166,202,649 | |||||||||||||
Diluted weighted average shares outstanding | 166,202,649 | 166,202,649 |
Brandywine Operating Partnership, L.P. | |||||||||||||||
Unaudited Pro Forma Consolidated Balance Sheet | |||||||||||||||
As of March 31, 2015 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
As Reported | Properties Sold | Other Dispositions | Reported as | ||||||||||||
(A) | (B) | (C) | Pro Forma | ||||||||||||
ASSETS | |||||||||||||||
Real estate investments: | |||||||||||||||
Rental properties | $ | 4,477,857 | $ | — | $ | — | $ | 4,477,857 | |||||||
Accumulated depreciation | (1,057,140 | ) | — | — | (1,057,140 | ) | |||||||||
Operating real estate investments, net | 3,420,717 | — | — | 3,420,717 | |||||||||||
Construction-in-progress | 231,224 | — | — | 231,224 | |||||||||||
Land inventory | 90,945 | — | — | 90,945 | |||||||||||
Total real estate investments, net | 3,742,886 | — | — | 3,742,886 | |||||||||||
Cash and cash equivalents | 309,083 | 49,579 | (B2) | 62,800 | 421,462 | ||||||||||
Accounts receivable, net | 18,566 | 266 | (B1) | 158 | 18,990 | ||||||||||
Accrued rent receivable, net | 134,885 | — | — | 134,885 | |||||||||||
Assets held for sale, net | 111,971 | (48,440 | ) | (B1) | (63,531 | ) | — | ||||||||
Investment in real estate ventures, at equity | 233,478 | — | — | 233,478 | |||||||||||
Deferred costs, net | 123,482 | — | — | 123,482 | |||||||||||
Intangible assets, net | 93,269 | — | — | 93,269 | |||||||||||
Other assets | 78,036 | 47 | (B1) | 66 | 78,149 | ||||||||||
Total assets | $ | 4,845,656 | $ | 1,452 | $ | (507 | ) | $ | 4,846,601 | ||||||
LIABILITIES AND BENEFICIARIES’ EQUITY | |||||||||||||||
Mortgage notes payable | $ | 650,545 | $ | — | — | $ | 650,545 | ||||||||
Unsecured term loans | 200,000 | — | — | 200,000 | |||||||||||
Unsecured senior notes, net of discounts | 1,596,992 | — | — | 1,596,992 | |||||||||||
Accounts payable and accrued expenses | 109,865 | 222 | (B1) | 173 | 110,260 | ||||||||||
Distributions payable | 29,038 | — | — | 29,038 | |||||||||||
Deferred income, gains and rent | 55,618 | — | — | 55,618 | |||||||||||
Acquired lease intangibles, net | 24,513 | — | — | 24,513 | |||||||||||
Other liabilities | 39,578 | (53 | ) | (B1) | (182 | ) | 39,343 | ||||||||
Liabilities related to assets held for sale | 931 | (465 | ) | (B1) | (466 | ) | — | ||||||||
Total liabilities | 2,707,080 | (296 | ) | (475 | ) | 2,706,309 | |||||||||
Commitments and contingencies | |||||||||||||||
Redeemable limited partnership units at redemption value; 1,535,102 issued and outstanding in 2015 and 2014 | 24,574 | — | — | 24,574 | |||||||||||
Brandywine Operating Partnership, L.P.’s equity: | |||||||||||||||
6.90% Series E-Linked Preferred Mirror Units; issued and outstanding- 4,000,000 in 2015 and 2014 | 96,850 | — | — | 96,850 | |||||||||||
General Partnership Capital, 179,745,598 and 179,293,160 units issued and outstanding in 2015 and 2014, respectively | 2,023,754 | 1,748 | (B3) | (32 | ) | 2,025,470 | |||||||||
Accumulated other comprehensive loss | (7,612 | ) | — | — | (7,612 | ) | |||||||||
Total Brandywine Operating Partnership, L.P.’s equity | 2,112,992 | 1,748 | (32 | ) | 2,114,708 | ||||||||||
Non-controlling interest - consolidated real estate ventures | 1,010 | — | — | 1,010 | |||||||||||
Total partners’ equity | 2,114,002 | 1,748 | (32 | ) | 2,115,718 | ||||||||||
Total liabilities and equity | $ | 4,845,656 | $ | 1,452 | $ | (507 | ) | $ | 4,846,601 |
Brandywine Operating Partnership, L.P. | |||||||||||||||
Unaudited Pro Forma Consolidated Income Statement | |||||||||||||||
For the three months ended March 31, 2015 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
As Reported (D) | Properties Sold (E) | Other Dispositions (F) | Pro Forma | ||||||||||||
Revenue: | |||||||||||||||
Rents | $ | 120,410 | $ | (1,676 | ) | $ | (1,602 | ) | $ | 117,132 | |||||
Tenant reimbursements | 22,654 | (273 | ) | (111 | ) | 22,270 | |||||||||
Termination fees | 636 | — | — | 636 | |||||||||||
Third party management fees, labor reimbursement and leasing | 3,872 | — | — | 3,872 | |||||||||||
Other | 2,834 | (2 | ) | (2 | ) | 2,830 | |||||||||
Total revenue | 150,406 | (1,951 | ) | (1,715 | ) | 146,740 | |||||||||
Operating Expenses: | |||||||||||||||
Property operating expenses | 46,577 | (826 | ) | (641 | ) | 45,110 | |||||||||
Real estate taxes | 12,545 | (181 | ) | (240 | ) | 12,124 | |||||||||
Third party management expenses | 1,576 | — | — | 1,576 | |||||||||||
Depreciation and amortization | 51,111 | (776 | ) | (677 | ) | 49,658 | |||||||||
General and administrative expenses | 8,636 | — | — | 8,636 | |||||||||||
Total operating expenses | 120,445 | (1,783 | ) | (1,558 | ) | 117,104 | |||||||||
Operating income | 29,961 | (168 | ) | (157 | ) | 29,636 | |||||||||
Other Income (Expense): | |||||||||||||||
Interest income | 750 | — | (14 | ) | 736 | ||||||||||
Interest expense | (28,176 | ) | — | — | (28,176 | ) | |||||||||
Interest expense — amortization of deferred financing costs | (1,079 | ) | — | — | (1,079 | ) | |||||||||
Interest expense — financing obligation | (286 | ) | — | — | (286 | ) | |||||||||
Equity in income of real estate ventures | 131 | — | — | 131 | |||||||||||
Net gain on disposition of real estate | 9,019 | — | — | 9,019 | |||||||||||
Provision for impairment | (1,726 | ) | — | — | (1,726 | ) | |||||||||
Income from continuing operations | 8,594 | (168 | ) | (171 | ) | 8,255 | |||||||||
Preferred share distributions | (1,725 | ) | — | — | (1,725 | ) | |||||||||
Nonforfeitable dividends allocated to unvested restricted shareholders | (101 | ) | — | — | (101 | ) | |||||||||
Net income attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P. | $ | 6,768 | $ | (168 | ) | $ | (171 | ) | $ | 6,429 | |||||
Basic earnings per Common Partnership Unit: | |||||||||||||||
Continuing operations | $ | 0.04 | $ | 0.04 | |||||||||||
Diluted earnings per Common Partnership Unit: | |||||||||||||||
Continuing operations | $ | 0.04 | $ | 0.04 | |||||||||||
Basic weighted average common partnership units outstanding | 181,098,032 | 181,098,032 | |||||||||||||
Diluted weighted average common partnership units outstanding | 182,190,374 | 182,190,374 |
Brandywine Operating Partnership, L.P. | |||||||||||||||
Unaudited Pro Forma Consolidated Income Statement | |||||||||||||||
For the twelve months ended December 31, 2014 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
As Reported (D) | Properties Sold (E) | Other Dispositions (F) | Pro Forma | ||||||||||||
Revenue: | |||||||||||||||
Rents | $ | 483,682 | $ | (8,505 | ) | $ | (17,199 | ) | $ | 457,978 | |||||
Tenant reimbursements | 84,879 | (1,286 | ) | (4,273 | ) | 79,320 | |||||||||
Termination fees | 8,000 | — | — | 8,000 | |||||||||||
Third party management fees, labor reimbursement and leasing | 17,200 | — | 86 | (F1) | 17,286 | ||||||||||
Other | 3,221 | (58 | ) | (168 | ) | 2,995 | |||||||||
Total revenue | 596,982 | (9,849 | ) | (21,554 | ) | 565,579 | |||||||||
Operating Expenses: | |||||||||||||||
Property operating expenses | 177,330 | (3,169 | ) | (7,473 | ) | 166,688 | |||||||||
Real estate taxes | 51,844 | (682 | ) | (2,522 | ) | 48,640 | |||||||||
Third party management expenses | 6,791 | — | — | 6,791 | |||||||||||
Depreciation and amortization | 208,569 | (3,145 | ) | (7,424 | ) | 198,000 | |||||||||
General and administrative expenses | 26,779 | — | — | 26,779 | |||||||||||
Total operating expenses | 471,313 | (6,996 | ) | (17,419 | ) | 446,898 | |||||||||
Operating income | 125,669 | (2,853 | ) | (4,135 | ) | 118,681 | |||||||||
Other Income (Expense): | |||||||||||||||
Interest income | 3,974 | — | (9 | ) | 3,965 | ||||||||||
Historic tax credit transaction income | 11,853 | — | — | 11,853 | |||||||||||
Interest expense | (124,329 | ) | — | — | (124,329 | ) | |||||||||
Interest expense — amortization of deferred financing costs | (5,148 | ) | — | — | (5,148 | ) | |||||||||
Interest expense — financing obligation | (1,144 | ) | — | — | (1,144 | ) | |||||||||
Recognized hedge activity | (828 | ) | — | — | (828 | ) | |||||||||
Equity in income of real estate ventures | (790 | ) | — | (65 | ) | (F2) | (855 | ) | |||||||
Net gain on disposition of real estate | 4,901 | — | — | 4,901 | |||||||||||
Net gain on sale of undepreciated real estate | 1,184 | — | — | 1,184 | |||||||||||
Net gain from remeasurement of investment in real estate ventures | 458 | — | — | 458 | |||||||||||
Net loss on real estate venture transactions | (417 | ) | — | — | (417 | ) | |||||||||
Loss on early extinguishment of debt | (7,594 | ) | — | — | (7,594 | ) | |||||||||
Provision for impairment | (1,765 | ) | — | — | (1,765 | ) | |||||||||
Income (Loss) from continuing operations | 6,024 | (2,853 | ) | (4,209 | ) | (1,038 | ) | ||||||||
Distribution to Preferred Units | (6,900 | ) | — | — | (6,900 | ) | |||||||||
Net loss attributable to non-controlling interests | 44 | — | — | 44 | |||||||||||
Amount allocated to unvested restricted unitholders | (349 | ) | — | — | (349 | ) | |||||||||
Net loss attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P. | $ | (1,181 | ) | $ | (2,853 | ) | $ | (4,209 | ) | $ | (8,243 | ) | |||
Basic earnings per Common Partnership Unit: | |||||||||||||||
Continuing operations | $ | (0.01 | ) | $ | (0.05 | ) | |||||||||
Diluted earnings per Common Partnership Unit: | |||||||||||||||
Continuing operations | $ | (0.01 | ) | $ | (0.05 | ) | |||||||||
Basic weighted average common partnership units outstanding | 167,942,246 | 167,942,246 | |||||||||||||
Diluted weighted average common partnership units outstanding | 167,942,246 | 167,942,246 |
(A) | Reflects the Company's consolidated balance sheet as of March 31, 2015, as contained in the financial statements and notes thereto presented in this Form 10-Q. |
(B) | Represents the elimination of the assets and liabilities of the Properties sold. These adjustments also include actual cash received at closing on April 24, 2015 of $49.6 million. |
Sale price of Properties | $ | 50,125 | |
Less: Estimated closing costs and other adjustments | (384 | ) | |
Less: Property basis as of March 31, 2015 | (47,993 | ) | |
Total estimated gain as of March 31, 2015 (i) | $ | 1,748 |
(C) | Represents the elimination of the assets and liabilities of the other dispositions occurring during 2015 as if the dispositions occurred on March 31, 2015. All dispositions were not significant individually or in aggregate under Regulation S-X prior to the disposition of the Properties. |
(D) | Reflects the consolidated results of operations for the Company for the quarter ended March 31, 2015 and the year ended December 31, 2014, respectively, as contained in the financial statements and notes thereto in this Form 10-Q and the historical financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. |
(E) | Represents revenues and expenses of the Properties sold for the three months ended March 31, 2015 and the year ended December 31, 2014. |
(F) | Represents the elimination of the actual historical results of operations of the other dispositions occurring during 2015 and 2014 as if the dispositions occurred on January 1, 2014. All dispositions were not significant individually or in aggregate under Regulation S-X prior to the disposition of the Properties. |
Item 6. | Exhibits |
(a) | Exhibits |
3.2 | Amended and Restated Bylaws of Brandywine Realty Trust (incorporated by reference to Exhibit 3.2 to Brandywine Realty Trust's current Report on Form 8-K filed on March 30, 2015) |
10.1 | Form of Restricted Performance Share Unit and Dividend Equivalent Rights Award Agreement (incorporated by reference to Exhibit 10.1 to Brandywine Realty Trust's current Report on Form 8-K filed on February 26, 2015) ** |
10.2 | 2015-2017 Restricted Performance Share Unit Program (incorporated by reference to Exhibit 10.2 to Brandywine Realty Trust's current Report on Form 8-K filed on February 26, 2015) ** |
10.3 | 2015-2017 Restricted Performance Share Unit Program (incorporated by reference to Exhibit 10.2 to Brandywine Realty Trust's current Report on Form 8-K filed on February 26, 2015) ** |
10.4 | Form of Restricted Share Rights Award (Other Executives) (incorporated by reference to Exhibit 10.4 to Brandywine Realty Trust's current Report on Form 8-K filed on February 26, 2015) ** |
10.5 | Form of Incentive Compensation Clawback Agreement (incorporated by reference to Exhibit 10.5 to Brandywine Realty Trust's current Report on Form 8-K filed on February 26, 2015) ** |
10.6 | Summary of Trustee Compensation ** |
31.1 | Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 13a-14 under the Securities Exchange Act of 1934 |
31.2 | Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 13a-14 under the Securities Exchange Act of 1934 |
31.3 | Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14 under the Securities Exchange Act of 1934 |
31.4 | Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14 under the Securities Exchange Act of 1934 |
32.1 | Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.3 | Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.4 | Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.1 | The following materials from the Quarterly Reports on Form 10-Q of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the quarter ended March 31, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith. |
BRANDYWINE REALTY TRUST (Registrant) | |||||
Date: | April 27, 2015 | By: | /s/ Gerard H. Sweeney | ||
Gerard H. Sweeney, President and Chief Executive Officer | |||||
(Principal Executive Officer) | |||||
Date: | April 27, 2015 | By: | /s/ Thomas E. Wirth | ||
Thomas E. Wirth, Executive Vice President and Chief Financial Officer | |||||
(Principal Financial Officer) | |||||
Date: | April 27, 2015 | By: | /s/ Daniel Palazzo | ||
Daniel Palazzo, Vice President and Chief Accounting Officer | |||||
(Principal Accounting Officer) |
BRANDYWINE OPERATING PARTNERSHIP, L.P. (Registrant) BRANDYWINE REALTY TRUST, as general partner | |||||
Date: | April 27, 2015 | By: | /s/ Gerard H. Sweeney | ||
Gerard H. Sweeney, President and Chief Executive Officer | |||||
(Principal Executive Officer) | |||||
Date: | April 27, 2015 | By: | /s/ Thomas E. Wirth | ||
Thomas E. Wirth, Executive Vice President and Chief Financial Officer | |||||
(Principal Financial Officer) | |||||
Date: | April 27, 2015 | By: | /s/ Daniel Palazzo | ||
Daniel Palazzo, Vice President and Chief Accounting Officer | |||||
(Principal Accounting Officer) |
3.2 | Amended and Restated Bylaws of Brandywine Realty Trust (incorporated by reference to Exhibit 3.2 to Brandywine Realty Trust's current Report on Form 8-K filed on March 30, 2015) |
10.1 | Form of Restricted Performance Share Unit and Dividend Equivalent Rights Award Agreement (incorporated by reference to Exhibit 10.1 to Brandywine Realty Trust's current Report on Form 8-K filed on February 26, 2015) ** |
10.2 | 2015-2017 Restricted Performance Share Unit Program (incorporated by reference to Exhibit 10.2 to Brandywine Realty Trust's current Report on Form 8-K filed on February 26, 2015) ** |
10.3 | Form of Cliff Vesting Restricted Share Rights Award (CEO) (incorporated by reference to Exhibit 10.3 to Brandywine Realty Trust's current Report on Form 8-K filed on February 26, 2015) ** |
10.4 | Form of Restricted Share Rights Award (Other Executives) (incorporated by reference to Exhibit 10.4 to Brandywine Realty Trust's current Report on Form 8-K filed on February 26, 2015) ** |
10.5 | Form of Incentive Compensation Clawback Agreement (incorporated by reference to Exhibit 10.5 to Brandywine Realty Trust's current Report on Form 8-K filed on February 26, 2015) ** |
10.6 | Summary of Trustee Compensation ** |
31.1 | Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 13a-14 under the Securities Exchange Act of 1934 |
31.2 | Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 13a-14 under the Securities Exchange Act of 1934 |
31.3 | Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14 under the Securities Exchange Act of 1934 |
31.4 | Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14 under the Securities Exchange Act of 1934 |
32.1 | Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.3 | Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.4 | Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.1 | The following materials from the Quarterly Reports on Form 10-Q of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the quarter ended March 31, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith. |
1. | I have reviewed this quarterly report on Form 10-Q of Brandywine Realty Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
1. | I have reviewed this quarterly report on Form 10-Q of Brandywine Realty Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
1. | I have reviewed this quarterly report on Form 10-Q of Brandywine Operating Partnership, L.P.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
1. | I have reviewed this quarterly report on Form 10-Q of Brandywine Operating Partnership, L.P.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Investment in Unconsolidated Ventures (Summary of Results of Operations of Unconsolidated Ventures) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2015
|
Mar. 31, 2014
|
|
Schedule of Equity Method Investments [Line Items] | ||
Company’s share of income (Company’s basis) | $ 131 | $ 242 |
Unconsolidated Real Estate Ventures [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 46,109 | 34,385 |
Operating expenses | (18,533) | (13,982) |
Interest expense, net | (9,846) | (8,100) |
Depreciation and amortization | (19,124) | (13,598) |
Net loss | (1,394) | (1,295) |
Company’s share of income (Company’s basis) | $ 131 | $ 242 |
Segment Information Summary of Real Estate Investments (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2015
|
Dec. 31, 2014
|
||||||
---|---|---|---|---|---|---|---|---|
Segment Reporting Information [Line Items] | ||||||||
Operating properties | $ 4,477,857 | $ 4,603,692 | ||||||
Less: Assets held for sale | 136,802 | [1] | 27,436 | [1] | ||||
Construction-in-progress | 231,224 | 201,360 | ||||||
Land inventory | 90,945 | 90,603 | ||||||
Philadelphia CBD [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Operating properties | 1,346,858 | 1,338,655 | ||||||
Metropolitan Dc [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Operating properties | 1,189,601 | 1,183,652 | ||||||
New Jersey/ Delaware [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Operating properties | 326,297 | [2] | 392,581 | [2] | ||||
Richmond, Virginia [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Operating properties | 317,422 | 317,076 | ||||||
Pennsylvania [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Operating properties | 1,178,408 | 1,178,470 | ||||||
CALIFORNIA | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Operating properties | 119,271 | [2] | 193,258 | [2] | ||||
Operating Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Operating properties | 4,614,659 | 4,631,128 | ||||||
Assets Held-for-sale [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Less: Assets held for sale | 136,802 | [2] | 27,436 | [2] | ||||
Corporate Segment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Construction-in-progress | 231,224 | 201,360 | ||||||
Land inventory | $ 90,945 | $ 90,603 | ||||||
|
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