Exhibit Index
Exhibit
No.
| |
| 99.1 | Unaudited pro forma consolidated balance sheets of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. as of December 31, 2012 and unaudited pro forma consolidated statements of operations of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the years ended December 31, 2012, 2011 and 2010, including the notes hereto. |
BRANDYWINE REALTY TRUST AND BRANDYWINE OPERATING PARTNERSHIP, L.P.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On February 25, 2013, Brandywine Operating Partnership, L.P. (the "Operating Partnership"), the limited partnership through which Brandywine Realty Trust, as sole general partner (the "Parent Company" and, together with the Operating Partnership, the "Company"), owns its assets and conducts its operations, sold a portfolio of eight properties containing an aggregate of 800,546 square feet (the "Properties") within an office park located in Lawrenceville, New Jersey for a gross sales price, payable in cash, of $121.0 million. We are not affiliated with the buyers, and the terms of the transaction were determined through arm's-length negotiations. As part of the transaction, we also granted the buyers a 7.5-year option to purchase our three remaining development parcels within the office park. The Properties were 86.9% leased at closing and they were built between the years of 1982 and 2007. The individual listing of the Properties, and their respective buyers, is shown below:
|
| | | | | | |
| Property Name | | City | | State | | Buyer |
| 100 Lenox Drive | | Lawrenceville | | NJ | | AG-Prism NJPP 100 Lenox, LLC |
| 989 Lenox Drive | | Lawrenceville | | NJ | | AG-Prism NJPP 989 Lenox, LLC |
| 993 Lenox Drive | | Lawrenceville | | NJ | | AG-Prism NJPP 993 Lenox, LLC |
| 997 Lenox Drive | | Lawrenceville | | NJ | | AG-Prism NJPP 997 Lenox, LLC |
| 1000 Lenox Drive | | Lawrenceville | | NJ | | AG-Prism NJPP 1000 Lenox, LLC |
| 1009 Lenox Drive | | Lawrenceville | | NJ | | AG-Prism NJPP 1009 Lenox, LLC |
| 1200 Lenox Drive | | Lawrenceville | | NJ | | AG-Prism NJPP 1200 Lenox, LLC |
| 2000 Lenox Drive | | Lawrenceville | | NJ | | AG-Prism NJPP 2000 Lenox, LLC |
The following unaudited pro forma consolidated financial statements of each of the Parent Company and the Operating Partnership have been prepared to reflect the effect of the sale as described in Item 2.01 of the Current Report on Form 8-K with which this Exhibit 99.1 is filed. The following unaudited pro forma consolidated financial statements of the Company are presented to comply with Article 11 of Regulation S-X and follow guidelines of the Securities and Exchange Commission (“SEC”). The unaudited pro forma consolidated statements of operations for years ended December 31, 2012, 2011 and 2010 are based on the historical consolidated statements of operations of each the Parent Company and the Operating Partnership, and give effect to the sale as if it had occurred on January 1, 2010. The unaudited pro forma consolidated balance sheet as of December 31, 2012 is based on the balance sheet on that date of each of the Parent Company and Operating Partnership, and gives effect to the sale as if it occurred on December 31, 2012.
The unaudited pro forma consolidated financial statements presented below are based on assumptions and adjustments set forth in the notes thereto. The unaudited pro forma adjustments made in the compilation of the unaudited pro forma consolidated financial statements were directly attributable to the sale, are factually supportable, are based upon available information and assumptions that the Company considers reasonable, and have been made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The unaudited pro forma consolidated financial information is presented for informational purposes only and should not be considered indicative of actual results that would have been achieved had the sale actually been consummated on the dates indicated and does not purport to be indicative of the financial condition as of any future date or results of operation for any future period.
The unaudited pro forma consolidated financial information, and the accompanying notes, should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on February 26, 2013.
Exhibit 99.1
|
| | | | | | | | | | | |
| Brandywine Realty Trust |
| Unaudited Pro Forma Consolidated Balance Sheet |
| As of December 31, 2012 |
| (in thousands, except per share data) |
| | | | | | |
| | As Reported | Property Sold | | Use of Proceeds | |
| | (A) | (B) | | (C) | Pro Forma |
| ASSETS | | | | | |
| Real estate investments: | | | | | |
| Rental properties | $ | 4,726,169 |
| (134,285 | ) | (B1) | — |
| $ | 4,591,884 |
|
| Accumulated depreciation | (954,665 | ) | 35,988 |
| (B1) | — |
| (918,677 | ) |
| Operating real estate investments, net | 3,771,504 |
| (98,297 | ) | | — |
| 3,673,207 |
|
| Construction-in-progress | 48,950 |
| (354 | ) | | — |
| 48,596 |
|
| Land inventory | 102,439 |
| — |
| | — |
| 102,439 |
|
| Total real estate investments, net | 3,922,893 |
| (98,651 | ) | | — |
| 3,824,242 |
|
| Cash and cash equivalents | 1,549 |
| 113,524 |
| (B2) | (69,000 | ) | 46,073 |
|
| Accounts receivable, net | 13,943 |
| — |
| | — |
| 13,943 |
|
| Accrued rent receivable, net | 122,066 |
| (6,299 | ) | (B1) | — |
| 115,767 |
|
| Investment in real estate ventures, at equity | 192,844 |
| — |
| | — |
| 192,844 |
|
| Deferred costs, net | 122,243 |
| (4,584 | ) | (B1) | — |
| 117,659 |
|
| Intangible assets, net | 70,620 |
| (20 | ) | (B1) | — |
| 70,600 |
|
| Notes receivable | 7,226 |
| — |
| | — |
| 7,226 |
|
| Other assets | 53,325 |
| (41 | ) | (B1) | — |
| 53,284 |
|
| Total assets | $ | 4,506,709 |
| 3,929 |
| | (69,000 | ) | $ | 4,441,638 |
|
| | | | | | |
| LIABILITIES AND BENEFICIARIES’ EQUITY | | | | | |
| Mortgage notes payable | $ | 442,974 |
| — |
| | — |
| $ | 442,974 |
|
| Unsecured credit facility | 69,000 |
| — |
| | (69,000 | ) | — |
|
| Unsecured term loan | 450,000 |
| — |
| | — |
| 450,000 |
|
| Unsecured senior notes, net of discounts | 1,503,356 |
| — |
| | — |
| 1,503,356 |
|
| Accounts payable and accrued expenses | 71,579 |
| — |
| | — |
| 71,579 |
|
| Distributions payable | 23,652 |
| — |
| | — |
| 23,652 |
|
| Deferred income, gains and rent | 82,947 |
| — |
| | — |
| 82,947 |
|
| Acquired lease intangibles, net | 33,859 |
| (24 | ) | (B1) | — |
| 33,835 |
|
| Other liabilities | 55,826 |
| (527 | ) | (B1) | — |
| 55,299 |
|
| | | | | | |
| Total liabilities | 2,733,193 |
| (551 | ) | | (69,000 | ) | 2,663,642 |
|
| Commitments and contingencies | | | | | |
| | | | | | |
| Brandywine Realty Trust’s equity: | | | | | |
| Preferred Shares (shares authorized-20,000,000): | | | | | |
| 7.50% Series C Preferred Shares | — |
| — |
| | — |
| — |
|
| 7.375% Series D Preferred Shares | — |
| — |
| | — |
| — |
|
| 6.90% Series E Preferred Shares | 40 |
| — |
| | | 40 |
|
| Common Shares of Brandywine Realty Trust’s beneficial interest | 1,434 |
| — |
| | — |
| 1,434 |
|
| Additional paid-in capital | 2,780,194 |
| — |
| | — |
| 2,780,194 |
|
| Deferred compensation payable in common shares | 5,352 |
| — |
| | — |
| 5,352 |
|
| Common shares in grantor trust | (5,352 | ) | — |
| | — |
| (5,352 | ) |
| Cumulative earnings | 479,734 |
| 4,402 |
| | — |
| 484,136 |
|
| Accumulated other comprehensive loss | (15,918 | ) | — |
| | — |
| (15,918 | ) |
| Cumulative distributions | (1,493,206 | ) | — |
| | — |
| (1,493,206 | ) |
| Total Brandywine Realty Trust’s equity | 1,752,278 |
| 4,402 |
| | — |
| 1,756,680 |
|
| Non-controlling interests | 21,238 |
| 78 |
| | — |
| 21,316 |
|
| Total beneficiaries' equity | 1,773,516 |
| 4,480 |
| (B3) | — |
| 1,777,996 |
|
| Total liabilities and equity | $ | 4,506,709 |
| 3,929 |
| | (69,000 | ) | $ | 4,441,638 |
|
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
Exhibit 99.1
|
| | | | | | | | | | | |
| Brandywine Realty Trust |
| Unaudited Pro Forma Consolidated Income Statement |
| For the year ended December 31, 2012 |
| (in thousands, except per share data) |
| | | | | |
| | As Reported (D) | Amounts transferred to discontinued operations (E) | Other (F) | Pro Forma |
| Revenue: | | | | |
| Rents | $ | 459,855 |
| (18,330 | ) | — |
| $ | 441,525 |
|
| Tenant reimbursements | 78,613 |
| (1,331 | ) | — |
| 77,282 |
|
| Termination fees | 3,233 |
| — |
| — |
| 3,233 |
|
| Third party management fees, labor reimbursement and leasing | 12,116 |
| — |
| — |
| 12,116 |
|
| Other | 6,016 |
| (238 | ) | — |
| 5,778 |
|
| Total revenue | 559,833 |
| (19,899 | ) | — |
| 539,934 |
|
| Operating Expenses: | | | | |
| Property operating expenses | 159,296 |
| (5,596 | ) | — |
| 153,700 |
|
| Real estate taxes | 55,969 |
| (2,204 | ) | — |
| 53,765 |
|
| Third party management expenses | 5,127 |
| — |
| — |
| 5,127 |
|
| Depreciation and amortization | 195,841 |
| (5,921 | ) | — |
| 189,920 |
|
| General and administrative expenses | 25,413 |
| — |
| — |
| 25,413 |
|
| Total operating expenses | 441,646 |
| (13,721 | ) | — |
| 427,925 |
|
| Operating income | 118,187 |
| (6,178 | ) | — |
| 112,009 |
|
| Other Income (Expense): | | | | |
| Interest income | 3,012 |
| (2 | ) | — |
| 3,010 |
|
| Historic tax credit transaction income | 11,840 |
| — |
| — |
| 11,840 |
|
| Interest expense | (132,939 | ) | — |
| 310 |
| (132,629 | ) |
| Interest expense — amortization of deferred financing costs | (6,208 | ) | — |
| — |
| (6,208 | ) |
| Recognized hedge activity | (2,985 | ) | | | (2,985 | ) |
| Interest expense-financing obligation | (850 | ) | | | (850 | ) |
| Equity in income of real estate ventures | 2,741 |
| — |
| — |
| 2,741 |
|
| Loss on real estate venture formation | (950 | ) | — |
| — |
| (950 | ) |
| Loss on early extinguishment of debt | (22,002 | ) | — |
| — |
| (22,002 | ) |
| Income (loss) from continuing operations before non-controlling interests | (30,154 | ) | (6,180 | ) | 310 |
| (36,024 | ) |
| Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures | — |
| — |
| — |
| — |
|
| Net (income) loss from continuing operations attributable to non-controlling interests — LP units | 736 |
| 107 |
| — |
| 843 |
|
| Net income (loss) attributable to continuing operations | (29,418 | ) | (6,073 | ) | 310 |
| (35,181 | ) |
| | | | | |
| Income allocated to Preferred Shares | (10,405 | ) | — |
| — |
| (10,405 | ) |
| Preferred share redemption charge | (4,052 | ) | — |
| — |
| (4,052 | ) |
| Amount allocated to unvested restricted shareholders | (376 | ) | — |
| — |
| (376 | ) |
| Net income (loss) from continuing operations allocated to Common Shareholders of Brandywine Realty Trust | $ | (44,251 | ) | $ | (6,073 | ) | 310 |
| $ | (50,014 | ) |
| | | | | |
| Per share data: | | | | |
| Basic loss per Common Share: | | | | |
| Continuing operations | $ | (0.31 | ) | | | $ | (0.35 | ) |
| Diluted loss per Common Share: | | | | |
| Continuing operations | $ | (0.31 | ) | | | $ | (0.35 | ) |
| | | | | |
| Basic weighted average shares outstanding | 143,257 |
| | | 143,257 |
|
| | | | | |
| Diluted weighted average shares outstanding | 143,257 |
| | | 143,257 |
|
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
Exhibit 99.1
|
| | | | | | | | | | | | |
| Brandywine Realty Trust |
| Unaudited Pro Forma Consolidated Income Statement |
| For the year ended December 31, 2011 |
| (in thousands, except per share data) |
| | | | | |
| | As Reported (D) | Amounts transferred to discontinued operations (E) | Other (F) | Pro Forma |
| Revenue: | | | | |
| Rents | $ | 462,771 |
| (17,478 | ) | — |
| $ | 445,293 |
|
| Tenant reimbursements | 79,108 |
| (1,455 | ) | — |
| 77,653 |
|
| Termination fees | 2,951 |
| — |
| — |
| 2,951 |
|
| Third party management fees, labor reimbursement and leasing | 11,536 |
| — |
| — |
| 11,536 |
|
| Other | 5,387 |
| (28 | ) | — |
| 5,359 |
|
| Total revenue | 561,753 |
| (18,961 | ) | — |
| 542,792 |
|
| Operating Expenses: | | | | |
| Property operating expenses | 167,077 |
| (5,953 | ) | — |
| 161,124 |
|
| Real estate taxes | 54,171 |
| (2,176 | ) | — |
| 51,995 |
|
| Third party management expenses | 5,590 |
| — |
| — |
| 5,590 |
|
| Depreciation and amortization | 210,334 |
| (5,573 | ) | — |
| 204,761 |
|
| General and administrative expenses | 24,602 |
| — |
| — |
| 24,602 |
|
| Total operating expenses | 461,774 |
| (13,702 | ) | — |
| 448,072 |
|
| Operating income (loss) | 99,979 |
| (5,259 | ) | — |
| 94,720 |
|
| Other Income (Expense): | | | | |
| Interest income | 1,813 |
| — |
| — |
| 1,813 |
|
| Historic tax credit transaction income | 12,026 |
| — |
| — |
| 12,026 |
|
| Interest expense | (131,405 | ) | — |
| 6,153 |
| (125,252 | ) |
| Interest expense — amortization of deferred financing costs | (4,991 | ) | — |
| — |
| (4,991 | ) |
| Equity in income of real estate ventures | 3,775 |
| — |
| — |
| 3,775 |
|
| Net gain on sale of interests in real estate | 2,791 |
| — |
| — |
| 2,791 |
|
| Net gain on sale of undepreciated real estate | 45 |
| — |
| — |
| 45 |
|
| Loss on real estate venture formation | (222 | ) | — |
| — |
| (222 | ) |
| Loss on early extinguishment of debt | (2,776 | ) | — |
| — |
| (2,776 | ) |
| Income (loss) from continuing operations before non-controlling interests | (18,965 | ) | (5,259 | ) | 6,153 |
| (18,071 | ) |
| Net income attributable to non-controlling interests | | | | |
| Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures | — |
| — |
| — |
| — |
|
| Net (income) loss from continuing operations attributable to non-controlling interests — LP units | 769 |
| 202 |
| — |
| 971 |
|
| Net income (loss) attributable to continuing operations | (18,196 | ) | (5,057 | ) | 6,153 |
| (17,100 | ) |
| | | | | |
| Income allocated to Preferred Shares | (7,992 | ) | — |
| — |
| (7,992 | ) |
| Amount allocated to unvested restricted shareholders | (505 | ) | — |
| — |
| (505 | ) |
| Net income (loss) from continuing operations allocated to Common Shareholders of Brandywine Realty Trust | $ | (26,693 | ) | $ | (5,057 | ) | $ | 6,153 |
| $ | (25,597 | ) |
| | | | | |
| Per share data: | | | | |
| Basic loss per Common Share: | | | | |
| Continuing operations | $ | (0.20 | ) | |
|
| $ | (0.19 | ) |
| Diluted loss per Common Share: | | | | |
| Continuing operations | $ | (0.20 | ) | | | $ | (0.19 | ) |
| | | | | |
| Basic weighted average shares outstanding | 135,444 |
| | | 135,444 |
|
| | | | | |
| Diluted weighted average shares outstanding | 135,444 |
| | | 135,444 |
|
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
Exhibit 99.1
|
| | | | | | | | | | | | |
| Brandywine Realty Trust |
| Unaudited Pro Forma Consolidated Income Statement |
| For the year ended December 31, 2010 |
| (in thousands, except per share data) |
| | | | | |
| | As Reported (D) | Amounts transferred to discontinued operations (E) | Other (F) | Pro Forma |
| Revenue: | | | | |
| Rents | $ | 443,485 |
| (17,292 | ) | — |
| $ | 426,193 |
|
| Tenant reimbursements | 75,330 |
| (2,021 | ) | — |
| 73,309 |
|
| Termination fees | 5,516 |
| — |
| — |
| 5,516 |
|
| Third party management fees, labor reimbursement and leasing | 11,830 |
| — |
| — |
| 11,830 |
|
| Other | 4,271 |
| (23 | ) | — |
| 4,248 |
|
| Total revenue | 540,432 |
| (19,336 | ) | — |
| 521,096 |
|
| Operating Expenses: | | | | |
| Property operating expenses | 163,294 |
| (6,457 | ) | — |
| 156,837 |
|
| Real estate taxes | 51,927 |
| (2,321 | ) | — |
| 49,606 |
|
| Third party management expenses | 5,866 |
| — |
| — |
| 5,866 |
|
| Depreciation and amortization | 203,345 |
| (5,904 | ) | — |
| 197,441 |
|
| General and administrative expenses | 23,306 |
| — |
| — |
| 23,306 |
|
| Total operating expenses | 447,738 |
| (14,682 | ) | — |
| 433,056 |
|
| Operating income | 92,694 |
| (4,654 | ) | — |
| 88,040 |
|
| Other Income (Expense): | | | | |
| Interest income | 3,218 |
| — |
| — |
| 3,218 |
|
| Interest expense | (132,640 | ) | — |
| 5,850 |
| (126,790 | ) |
| Interest expense — amortization of deferred financing costs | (3,770 | ) | — |
| — |
| (3,770 | ) |
| Equity in income of real estate ventures | 5,305 |
| — |
| — |
| 5,305 |
|
| Net loss on sale of interests in real estate | (22 | ) | — |
| — |
| (22 | ) |
| Gain on early extinguishment of debt | (2,110 | ) | — |
| — |
| (2,110 | ) |
| Income (loss) from continuing operations before non-controlling interests | (37,325 | ) | (4,654 | ) | 5,850 |
| (36,129 | ) |
| Net income attributable to non-controlling interests | | | | |
| Net income attributable to non-controlling interests — partners’ share of consolidated real estate ventures | — |
| — |
| — |
| — |
|
| Net (income) loss from continuing operations attributable to non-controlling interests — LP units | 946 |
| 97 |
| — |
| 1,043 |
|
| Net (income) loss attributable to non-controlling interests | (36,379 | ) | (4,557 | ) | 5,850 |
| (35,086 | ) |
| Distribution to Preferred Shares | (7,992 | ) | — |
| — |
| (7,992 | ) |
| Amount allocated to unvested restricted shareholders | (512 | ) | — |
| — |
| (512 | ) |
| Net income (loss) from continuing operations attributable to Common Shareholders of Brandywine Realty Trust | $ | (44,883 | ) | $ | (4,557 | ) | $ | 5,850 |
| $ | (43,590 | ) |
| | | | | |
| Per share data: | | | | |
| Basic loss per Common Share: | | | | |
| Continuing operations | $ | (0.34 | ) | | | $ | (0.33 | ) |
| Diluted loss per Common Share: | | | | |
| Continuing operations | $ | (0.34 | ) | | | $ | (0.33 | ) |
| | | | | |
| Basic weighted average shares outstanding | 131,743 |
| | | 131,743 |
|
| | | | | |
| Diluted weighted average shares outstanding | 131,743 |
| | | 131,743 |
|
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
Exhibit 99.1
|
| | | | | | | | | | | | | |
| Brandywine Operating Partnership, L.P. |
| Unaudited Pro Forma Consolidated Balance Sheet |
| As of December 31, 2012 |
| (in thousands, except per share data) |
| | | | | | |
| | As Reported | Property Sold | | Use of Proceeds | Reported as |
| | (A) | (B) | | (C) | Pro Forma |
| ASSETS | | | | | |
| Real estate investments: | | | | | |
| Rental properties | $ | 4,726,169 |
| (134,285 | ) | (B1) | — |
| $ | 4,591,884 |
|
| Accumulated depreciation | (954,665 | ) | 35,988 |
| (B1) | — |
| (918,677 | ) |
| Operating real estate investments, net | 3,771,504 |
| (98,297 | ) | | — |
| 3,673,207 |
|
| Construction-in-progress | 48,950 |
| (354 | ) | | — |
| 48,596 |
|
| Land inventory | 102,439 |
| — |
| | — |
| 102,439 |
|
| Total real estate investments, net | 3,922,893 |
| (98,651 | ) | | — |
| 3,824,242 |
|
| Cash and cash equivalents | 1,549 |
| 113,524 |
| (B2) | (69,000 | ) | 46,073 |
|
| Accounts receivable, net | 13,943 |
| — |
| (B1) | — |
| 13,943 |
|
| Accrued rent receivable, net | 122,066 |
| (6,299 | ) | (B1) | — |
| 115,767 |
|
| Investment in real estate ventures, at equity | 192,844 |
| — |
| | — |
| 192,844 |
|
| Deferred costs, net | 122,243 |
| (4,584 | ) | (B1) | — |
| 117,659 |
|
| Intangible assets, net | 70,620 |
| (20 | ) | | — |
| 70,600 |
|
| Notes receivable | 7,226 |
| — |
| | — |
| 7,226 |
|
| Other assets | 53,325 |
| (41 | ) | (B1) | — |
| 53,284 |
|
| Total assets | $ | 4,506,709 |
| 3,929 |
| | (69,000 | ) | $ | 4,441,638 |
|
| | | | | | |
| LIABILITIES AND BENEFICIARIES’ EQUITY | | | | | |
| Mortgage notes payable | $ | 442,974 |
| — |
| | — |
| $ | 442,974 |
|
| Unsecured credit facility | 69,000 |
| — |
| | (69,000 | ) | — |
|
| Unsecured term loan | 450,000 |
| — |
| | — |
| 450,000 |
|
| Unsecured senior notes, net of discounts | 1,503,356 |
| — |
| | — |
| 1,503,356 |
|
| Accounts payable and accrued expenses | 71,579 |
| — |
| | — |
| 71,579 |
|
| Distributions payable | 23,652 |
| — |
| | — |
| 23,652 |
|
| Deferred income, gains and rent | 82,947 |
| — |
| | — |
| 82,947 |
|
| Acquired lease intangibles, net | 33,859 |
| (24 | ) | (B1) | — |
| 33,835 |
|
| Other liabilities | 55,826 |
| (527 | ) | (B1) | — |
| 55,299 |
|
| Total liabilities | 2,733,193 |
| (551 | ) | | (69,000 | ) | 2,663,642 |
|
| Commitments and contingencies | | | |
| |
| Redeemable limited partnership units at redemption value | 26,777 |
| — |
| | — |
| 26,777 |
|
| Brandywine Operating Partnership's Equity: | | | | |
|
|
| 7.50% Series D Preferred Mirror Units | — |
| — |
| | | — |
|
| 7.375% Series E Preferred Mirror Units | — |
| — |
| | | — |
|
| 6.90% Series E-Linked Preferred Mirror Units | 96,850 |
| — |
| | — |
| 96,850 |
|
| General Partnership Capital | 1,665,965 |
| 4,480 |
| (B3) | — |
| 1,670,445 |
|
| Accumulated other comprehensive loss | (16,076 | ) | — |
| | — |
| (16,076 | ) |
| Total Brandywine Operating Partnership's Equity | 1,746,739 |
| 4,480 |
| | — |
| 1,751,219 |
|
| Total liabilities and partners' equity | $ | 4,506,709 |
| $ | 3,929 |
| | $ | (69,000 | ) | $ | 4,441,638 |
|
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
Exhibit 99.1
|
| | | | | | | | | | | | |
| Brandywine Operating Partnership, L.P. |
| Unaudited Pro Forma Consolidated Income Statement |
| For the year ended December 31, 2012 |
| (in thousands, except per share data) |
| | | | | |
| | As Reported (D) | Amounts transferred to discontinued operations (E) | Other (F) | Pro Forma |
| Revenue: | | | | |
| Rents | $ | 459,855 |
| (18,330 | ) | — |
| $ | 441,525 |
|
| Tenant reimbursements | 78,613 |
| (1,331 | ) | — |
| 77,282 |
|
| Termination fees | 3,233 |
| — |
| — |
| 3,233 |
|
| Third party management fees, labor reimbursement and leasing | 12,116 |
| — |
| — |
| 12,116 |
|
| Other | 6,016 |
| (238 | ) | — |
| 5,778 |
|
| Total revenue | 559,833 |
| (19,899 | ) | — |
| 539,934 |
|
| Operating Expenses: | | | | |
| Property operating expenses | 159,296 |
| (5,596 | ) | — |
| 153,700 |
|
| Real estate taxes | 55,969 |
| (2,204 | ) | — |
| 53,765 |
|
| Third party management expenses | 5,127 |
| — |
| — |
| 5,127 |
|
| Depreciation and amortization | 195,841 |
| (5,921 | ) | — |
| 189,920 |
|
| General and administrative expenses | 25,413 |
| — |
| — |
| 25,413 |
|
| Total operating expenses | 441,646 |
| (13,721 | ) | — |
| 427,925 |
|
| Operating income | 118,187 |
| (6,178 | ) | — |
| 112,009 |
|
| Other Income (Expense): | | | | |
| Interest income | 3,012 |
| (2 | ) | — |
| 3,010 |
|
| Historic tax credit transaction income | 11,840 |
| — |
| — |
| 11,840 |
|
| Interest expense | (132,939 | ) | — |
| 310 |
| (132,629 | ) |
| Interest expense — amortization of deferred financing costs | (6,208 | ) | — |
| — |
| (6,208 | ) |
| Interest expense - financing obligation | (850 | ) | — |
| — |
| (850 | ) |
| Recognized hedge activity | (2,985 | ) | — |
| — |
| (2,985 | ) |
| Equity in income of real estate ventures | 2,741 |
| — |
| — |
| 2,741 |
|
| Loss on real estate venture formation | (950 | ) | — |
| — |
| (950 | ) |
| Loss on early extinguishment of debt | (22,002 | ) | — |
| — |
| (22,002 | ) |
| Income (loss) from continuing operations | (30,154 | ) | (6,180 | ) | 310 |
| (36,024 | ) |
| | | | | |
| Income allocated to Preferred Units | (10,405 | ) | — |
| — |
| (10,405 | ) |
| Preferred unit redemption | (4,052 | ) | | | (4,052 | ) |
| Amount allocated to unvested restricted shareholders | (376 | ) | — |
| — |
| (376 | ) |
| Net income (loss) from continuing operations allocated to Common Partnership Units | $ | (44,987 | ) | $ | (6,180 | ) | $ | 310 |
| $ | (50,857 | ) |
| | | | | |
| Per share Data: | | | | |
| Basic loss per Common Partnership Unit: | | | | |
| Continuing operations | $ | (0.31 | ) | | | $ | (0.35 | ) |
| Diluted loss per Common Partnership Unit: | | | | |
| Continuing operations | $ | (0.31 | ) | | | $ | (0.35 | ) |
| | | | | |
| Basic weighted average common partnership units outstanding | 145,883 |
| | | 145,883 |
|
| | | | | |
| Diluted weighted average common partnership units outstanding | 145,883 |
| | | 145,883 |
|
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
Exhibit 99.1
|
| | | | | | | | | | | | |
| Brandywine Operating Partnership, L.P. |
| Unaudited Pro Forma Consolidated Income Statement |
| For the year ended December 31, 2011 |
| (in thousands, except per share data) |
| | | | | |
| | As Reported (D) | Amounts transferred to discontinued operations (E) | Other (F) | Pro Forma |
| Revenue: | | | | |
| Rents | $ | 462,771 |
| (17,478 | ) | — |
| $ | 445,293 |
|
| Tenant reimbursements | 79,108 |
| (1,455 | ) | — |
| 77,653 |
|
| Termination fees | 2,951 |
| — |
| — |
| 2,951 |
|
| Third party management fees, labor reimbursement and leasing | 11,536 |
| — |
| — |
| 11,536 |
|
| Other | 5,387 |
| (28 | ) | — |
| 5,359 |
|
| Total revenue | 561,753 |
| (18,961 | ) | — |
| 542,792 |
|
| Operating Expenses: | | | | |
| Property operating expenses | 167,077 |
| (5,953 | ) | — |
| 161,124 |
|
| Real estate taxes | 54,171 |
| (2,176 | ) | — |
| 51,995 |
|
| Third party management expenses | 5,590 |
| — |
| — |
| 5,590 |
|
| Depreciation and amortization | 210,334 |
| (5,573 | ) | — |
| 204,761 |
|
| General and administrative expenses | 24,602 |
| — |
| — |
| 24,602 |
|
| Total operating expenses | 461,774 |
| (13,702 | ) | — |
| 448,072 |
|
| Operating income | 99,979 |
| (5,259 | ) | — |
| 94,720 |
|
| Other Income (Expense): | | | | |
| Interest income | 1,813 |
| — |
| — |
| 1,813 |
|
| Historic tax credit transaction income | 12,026 |
| — |
| — |
| 12,026 |
|
| Interest expense | (131,405 | ) | — |
| 6,153 |
| (125,252 | ) |
| Interest expense — amortization of deferred financing costs | (4,991 | ) | — |
| — |
| (4,991 | ) |
| Equity in income of real estate ventures | 3,775 |
| — |
| — |
| 3,775 |
|
| Net gain on sale of interests in real estate | 2,791 |
| — |
| — |
| 2,791 |
|
| Net gain on sale of undepreciated real estate | 45 |
| — |
| — |
| 45 |
|
| Loss on real estate venture formation | (222 | ) | — |
| — |
| (222 | ) |
| Loss on early extinguishment of debt | (2,776 | ) | — |
| — |
| (2,776 | ) |
| Income (loss) from continuing operations | (18,965 | ) | (5,259 | ) | 6,153 |
| (18,071 | ) |
| | | | | |
| Distribution to Preferred Shares | (7,992 | ) | — |
| — |
| (7,992 | ) |
| Amount allocated to unvested restricted shareholders | (505 | ) | — |
| — |
| (505 | ) |
| Net income (loss) from continuing operations allocated to Common Partnership Units | $ | (27,462 | ) | $ | (5,259 | ) | $ | 6,153 |
| $ | (26,568 | ) |
| | | | | |
| Per share data: | | | | |
| Basic loss per Common Partnership Unit: | | | | |
| Continuing operations | $ | (0.19 | ) | | | $ | (0.18 | ) |
| Diluted loss per Common Partnership Unit: | | | | |
| Continuing operations | $ | (0.19 | ) | | | $ | (0.18 | ) |
| | | | | |
| Basic weighted average common partnership units outstanding | 145,119 |
| | | 145,119 |
|
| | | | | |
| Diluted weighted average common partnership units outstanding | 145,119 |
| | | 145,119 |
|
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
Exhibit 99.1
|
| | | | | | | | | | | | |
| Brandywine Operating Partnership, L.P. |
| Unaudited Pro Forma Consolidated Income Statement |
| For the year ended December 31, 2010 |
| (in thousands, except per share data) |
| | | | | |
| | As Reported (D) | Amounts transferred to discontinued operations (E) | Other (F) | Pro Forma |
| Revenue: | | | | |
| Rents | $ | 443,485 |
| (17,292 | ) | — |
| $ | 426,193 |
|
| Tenant reimbursements | 75,330 |
| (2,021 | ) | — |
| 73,309 |
|
| Termination fees | 5,516 |
| — |
| — |
| 5,516 |
|
| Third party management fees, labor reimbursement and leasing | 11,830 |
| — |
| — |
| 11,830 |
|
| Other | 4,271 |
| (23 | ) | — |
| 4,248 |
|
| Total revenue | 540,432 |
| (19,336 | ) | — |
| 521,096 |
|
| Operating Expenses: | | | | |
| Property operating expenses | 163,294 |
| (6,457 | ) | — |
| 156,837 |
|
| Real estate taxes | 51,927 |
| (2,321 | ) | — |
| 49,606 |
|
| Third party management expenses | 5,866 |
| — |
| — |
| 5,866 |
|
| Depreciation and amortization | 203,345 |
| (5,904 | ) | — |
| 197,441 |
|
| General and administrative expenses | 23,306 |
| — |
| — |
| 23,306 |
|
| Total operating expenses | 447,738 |
| (14,682 | ) | — |
| 433,056 |
|
| Operating income | 92,694 |
| (4,654 | ) | — |
| 88,040 |
|
| Other Income (Expense): | | | | |
| Interest income | 3,218 |
| — |
| — |
| 3,218 |
|
| Interest expense | (132,640 | ) | — |
| 5,850 |
| (126,790 | ) |
| Interest expense — amortization of deferred financing costs | (3,770 | ) | — |
| — |
| (3,770 | ) |
| Equity in income of real estate ventures | 5,305 |
| — |
| — |
| 5,305 |
|
| Net gain on sale of interests in real estate | (22 | ) | — |
| — |
| (22 | ) |
| Loss on early extinguishment of debt | (2,110 | ) | — |
| — |
| (2,110 | ) |
| Income (loss) from continuing operations | (37,325 | ) | (4,654 | ) | 5,850 |
| (36,129 | ) |
| | | | | |
| Distribution to Preferred Shares | (7,992 | ) | — |
| — |
| (7,992 | ) |
| Amount allocated to unvested restricted shareholders | (512 | ) | — |
| — |
| (512 | ) |
| Net income (loss) from continuing operations allocated to Common Partnership Units | $ | (45,829 | ) | $ | (4,654 | ) | $ | 5,850 |
| $ | (44,633 | ) |
| | | | | |
| Per share data: | | | | |
| Basic loss per Common Partnership Unit: | | | | |
| Continuing operations | $ | (0.33 | ) | | | $ | (0.32 | ) |
| Diluted loss per Common Partnership Unit: | | | | |
| Continuing operations | $ | (0.33 | ) | | | $ | (0.32 | ) |
| | | | | |
| Basic weighted average common partnership units outstanding | 137,455 |
| | | 137,455 |
|
| | | | | |
| Diluted weighted average common partnership units outstanding | 137,455 |
| | | 137,455 |
|
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
Exhibit 99.1
BRANDYWINE REALTY TRUST AND BRANDYWINE OPERATING PARTNERSHIP, L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Pro Forma Adjustments
| |
| (A) | Reflects the Company's consolidated balance sheet as of December 31, 2012, as contained in the historical financial statements and notes thereto presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. |
| |
| (B) | The pro forma adjustments represent the elimination of the assets and liabilities of the Properties sold. These adjustments also include the receipt of proceeds of approximately $113.5 million, net of adjustments and costs of approximately $7.5 million. |
(B1) Represents the sale of the Properties' assets and liabilities.
(B2) Represents net proceeds received by Brandywine upon sale of the Properties.
(B3) Represents the estimated gain on sale recognized by Brandywine upon completion of the sale transaction as if the sale occurred as of December 31, 2012, and was calculated as follows:
|
| | | |
| Sale price of the Properties | $ | 121,000,000 |
|
| Less: Estimated closing costs and other adjustments | (7,475,530 | ) |
| Less: Property basis as of December 31, 2012 | (109,044,190 | ) |
| Total estimated gain as of December 31, 2012 (i) | $ | 4,480,280 |
|
(i) The Company expects to record an estimated $5.9 million gain on sale from this transaction as of February 25, 2013 as a result of additional depreciation expense and changes in the basis from December 31, 2012.
(C) Represents use of proceeds to reduce outstanding balances under the Company unsecured revolving credit facility.
(D) Reflects the consolidated results of operations for the Company for the years ended December 31, 2012, 2011 and 2010, respectively, as contained in the historical financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.
| |
| (E) | Represents revenues and expenses of the Properties sold for the years ended December 31, 2012, 2011 and 2010, respectively. |
| |
| (F) | Represents an adjustment made to interest expense in connection with the sale of the Properties. Interest expense represents the elimination of interest expense on a portion of the Company's unsecured revolving credit facility that was repaid with proceeds from the sale as if the sale occurred on January 1, 2010 using actual monthly interest rates on the revolving credit facility over the periods. Each 1/8 of 1% decrease in the interest rate of the revolving credit facility will decrease interest expense by a nominal amount for the year ended December 31, 2012 and by approximately $0.1 million for each of the years ended December 31, 2011 and 2010, respectively. The nominal decrease to interest expense for the year ended December 31, 2012 is due to the fact that we had an outstanding balance on our revolving credit facility from January 1, 2012 through February 1, 2012. We used proceeds from term loan borrowings to pay down the line in full. We did not have an outstanding balance until December 31, 2012 resulting in nominal interest expense incurred related to the credit facility during 2012. |
