UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
__x__ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1996
or
_____ Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from ____________ to ___________________
Commission file number 1-9106
-----------------------
Brandywine Realty Trust
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 23-2413352
- ---------------------- ---------------------------------------
(State of Organization) (I.R.S. Employer Identification Number)
Two Greentree Centre, Suite 100, Marlton, New Jersey 08053
- ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(609) 797-0200
-------------------------------
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes [ X ] No [ ]
A total of 1,856,200 Shares of Beneficial Interest were outstanding as of May 7,
1996.
BRANDYWINE REALTY TRUST
TABLE OF CONTENTS
-----------------
PART I - FINANCIAL INFORMATION
Item I. Financial Statements
Consolidated Balance Sheets as of March 31, 1996 (unaudited)
and December 31, 1995
Consolidated Statements of Operations for the three months
ended March 31, 1996 and March 31, 1995 (unaudited)
Consolidated Statements of Cash Flow for the three months
ended March 31, 1996 and March 31, 1995 (unaudited)
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities -- Not applicable
Item 3. Defaults Upon Senior Securities - Not applicable
Item 4. Submission of Matters to a Vote of Security Holders -
Not applicable
Item 5. Other Information - Not applicable
Item 6. Exhibits and Reports on Form 8-K
Signatures
2
PART 1 - FINANCIAL INFORMATION
Item 1: Financial Statements
BRANDYWINE REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31, 1996 December 31, 1995
-------------- -----------------
(Unaudited)
ASSETS
REAL ESTATE INVESTMENTS
Operating properties, at adjusted cost $ 21,511 $ 21,823
Accumulated depreciation (7,741) (8,114)
---------- ---------
13,770 13,709
CASH AND CASH EQUIVALENTS 701 840
ESCROWED CASH 760 1,155
DEFERRED COSTS net of accumulated amortiza-
tion of $476 in 1996 and $507 in 1995 1,336 1,027
ACCOUNTS RECEIVABLE AND OTHER ASSETS 390 374
---------- ---------
Total assets $ 16,957 $ 17,105
========== =========
LIABILITIES AND BENEFICIARIES' EQUITY
MORTGAGE NOTE PAYABLE $ 8,905 8,931
ACCRUED MORTGAGE INTEREST 70 60
TENANT SECURITY DEPOSITS AND DEFERRED
RENTS 236 250
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 392 427
DISTRIBUTIONS PAYABLE - 93
---------- -------
Total liabilities 9,603 9,761
---------- -------
MINORITY INTEREST - -
COMMITMENTS AND CONTINGENCIES
BENEFICIARIES' EQUITY
Shares of beneficial interest, $0.01 par value,
5,000,000 preferred shares, authorized,
none outstanding; 15,000,000 common shares
authorized, 1,856,200 shares issued and
outstanding 19 19
Additional paid-in capital 16,772 16,772
Cumulative deficit (3,076) (3,086)
Cumulative distributions (6,361) (6,361)
---------- ---------
Total beneficiaries' equity 7,354 7,344
---------- ---------
Total liabilities and beneficiaries' equity $ 16,957 $ 17,105
========== =========
The accompanying notes and management's discussion and analysis of financial
condition and results of operations are an integral part of these statements.
3
BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(in thousands, except per share information)
(unaudited)
1996 1995
---------- ----------
REVENUE:
Rents and tenant reimbursements $ 1,007 $ 907
Other income 38 20
----------- ----------
Total revenue 1,045 927
EXPENSES:
Interest 207 176
Depreciation and amortization 242 282
Utilities 133 130
Real estate taxes 99 97
Maintenance 207 137
Other operating expenses 23 28
Administrative expenses 122 147
--------- ----------
Total expenses 1,033 997
INCOME (LOSS) BEFORE MINORITY INTEREST 12 (70)
MINORITY INTEREST IN INCOME (LOSS) OF
BRANDYWINE REALTY PARTNERS 2 -
----------- ----------
NET INCOME (LOSS) $ 10 $ (70)
=========== ==========
PER SHARE DATA:
Earnings per share of beneficial interest
Primary
Net income (loss) $ 0.01 $ (0.04)
=========== ==========
Distributions declared $ 0.00 $ 0.00
=========== ==========
Weighted average number of shares outstanding
including share equivalents 1,876,944 1,872,724
=========== ==========
The accompanying notes and management's discussion and analysis of financial
condition and results of operations are an integral part of these statements.
4
BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(in thousands)
(unaudited)
1996 1995
-------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS) $ 10 $ (70)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Minority interest in income of Brandywine Realty Partners 2 -
Depreciation and amortization 242 282
Changes in assets and liabilities
Decrease (increase) in accounts receivable (20) $ 33
Decrease (increase) other assets 6 12
(Decrease) increase in other liabilities (44) (31)
------- ---------
Net cash provided by operating activities 196 226
------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and leasing commissions paid (439) (192)
Decrease in escrowed cash 395 192
------- ---------
Net cash used in investing activities (44) -
------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid to shareholders (93) (1,299)
Minority Partner distributions (2) -
Repayment of mortgage notes payable (26) -
Costs associated with new ventures (179) -
Deposit associated with refinancing commitment - (318)
Tenant security deposits and other financing activities 9 (10)
------- ---------
Net cash used in financing activities (291) (1,627)
------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS (139) (1,401)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 840 1,766
------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 701 $ 365
======= =========
The accompanying notes and management's discussion and analysis of financial
condition and and results of operations are an integral part of these
statements.
5
BRANDYWINE REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
1. ORGANIZATION AND NATURE OF OPERATIONS:
--------------------------------------
Brandywine Realty Trust (the "Trust"), was formed on February 26, 1986 as a real
estate investment trust. On July 31, 1986, the Trust sold through an initial
public offering 1,856,200 shares of beneficial interest, the net proceeds of
which were $17,168,000. On July 31, 1986, the Trust acquired a 68% general
partner interest in Brandywine Realty Partners ("Brandywine"), at a total cost
of $16,787,000. As of March 31, 1996, the partners of Brandywine and their
percentage ownership were as follows:
% Ownership
-----------
Brandywine Realty Trust,
a Maryland real estate investment trust 70%
Brandywine Specified Property
Investors Limited Partnership ("BSPI"), a
Pennsylvania limited partnership 30%
---
100%
===
At March 31, 1996, the Trust's portfolio was comprised of four commercial real
estate projects ("the Specified Projects"). The Specified Projects are leased
for office purposes. As of March 31, 1996 and December 31, 1995, the overall
occupancy rate of the Specified Projects was constant at 97%. As of March 31,
1996, existing leases totaling 60,000 square feet or 24% of the total square
feet, were scheduled to expire during the remaining nine months of 1996.
The Specified Projects are located in the greater Philadelphia, Pennsylvania and
Raleigh, North Carolina metropolitan areas. Each of these markets is
competitive, with the principal methods of competition consisting in each case
of rental rates (including rental concessions such as initial periods of free
occupancy), location, level of leasehold improvements and building amenities.
The Specified Projects compete for tenants with other properties which may have
competitive advantages.
On March 20, 1996, the Trust entered into a letter of intent with Safeguard
Scientifics, Inc. ("SSI") and SSI's real estate affiliate, The Nichols Company
("TNC"). The Trust intends to form an investment partnership with SSI and TNC to
acquire, for cash and equity interests, 19 properties currently owned by SSI,
TNC and their affiliates. The proposed transaction is subject to customary
conditions, including negotiation and execution of definitive documentation, due
diligence and approval by the Trust's shareholders.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
The financial statements have been prepared by the Trust without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Trust believes that the disclosures are adequate to make the information
presented not misleading. In the opinion of the Trust, all adjustments necessary
to present fairly the financial position of the Trust as of March 31, 1996, and
the results of its operations and its cash flows for the three months ended
March 31, 1996 and 1995 have been included. The results of operations for such
interim periods are not necessarily indicative of the results for the full year.
For further information, refer to the Trust's consolidated financial statements
and footnotes thereto included in The Annual report on Form 10-K for the year
ended December 31, 1995.
6
Principles of Consolidation
- ---------------------------
The Trust consolidates the accounts of Brandywine with the Trust and reflects
the BSPI investment as Minority Interest. All significant intercompany accounts
and transactions have been eliminated in consolidation.
Capitalization of Costs
- -----------------------
As of March 31, 1996, the Trust had incurred $648,000 in costs associated with
its pursuit of potential acquisitions of additional real estate and third party
equity and debt investments. Such costs are included in deferred costs on the
Trust's balance sheets as of March 31, 1996 and December 31, 1995 totaling
$648,000 and $357,000, respectively. Further, in connection with these efforts
as of March 31, 1996 and December 31, 1995, the Trust had deposited $95,000 with
an unrelated party. Such deposit is included in other assets on the balance
sheets as of March 31, 1996 and December 31, 1995.
During the first quarter of 1996, the Trust retired fully amortized deferred
assets totaling $75,000.
Net Income (Loss) Per Share
- ---------------------------
Net income (loss) per share is calculated based upon the weighted average shares
outstanding which were 1,876,944 in 1996 and 1,872,724 in 1995. Earnings per
share for 1996 and 1995 have been computed by considering any share equivalents
applying the "treasury stock" method and assuming that all options were
exercised on date of issue. The proceeds obtained from the exercise of any
options would be utilized to purchase outstanding shares at the average market
price for the primary earnings per share calculation and at the higher of the
average market price or the closing market price as of March 31, 1996 and March
31, 1995, respectively, for the fully diluted earnings per share calculation. No
such options have been exercised as of March 31, 1996. If these options had been
exercised, the per share results would not be materially different from the
primary earnings per share presented.
Statements of Cash Flows
- ------------------------
For purposes of reporting cash flows, cash and cash equivalents include cash on
hand and short-term investments with original maturities of 90 days or less. At
March 31, 1996 and December 31, 1995, cash and cash equivalents totaling
$701,000 and $840,000, respectively included tenant escrow deposits of $207,000
and $198,000, respectively.
Reclassifications
- -----------------
Certain 1995 amounts have been reclassified to conform to the current year
presentation.
3. REAL ESTATE INVESTMENTS:
------------------------
Real estate investments are carried at the lower of adjusted cost or estimated
net realizable value. During the first quarter of 1996, the Trust retired fully
depreciated assets totaling $575,000.
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets to be Disposed of." This statement requires that long-lived
assets to be held and used by the Trust be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. In performing the review for recoverability, the Trust
should estimate the future cash flows expected to result from the use of the
asset and its eventual disposition. If the sum of the expected future cash flows
is less than the carrying amount of the asset, an impairment loss should be
recognized. Measurement of an impairment loss for these assets should be based
on the fair market value of the asset. On January 1, 1996, the Trust adopted
this statement. The effect of adopting this statement was not material to the
Trust's financial position or results of operations.
7
4. MORTGAGE NOTE PAYABLE:
----------------------
On April 21, 1995, the Trust refinanced its then existing mortgage loan with
proceeds of mortgage loans totaling $6,250,000 and $2,750,000, respectively, and
providing for a fixed rate of interest. The mortgage loans are
cross-collateralized by the Specified Projects. The mortgage loans are due on
April 15, 2001, and the lender has the right to call the loans at par on April
15, 1998. Monthly payments of interest and principal are due based on a 25 year
amortization schedule for the period April 21, 1995 through April 15, 1998.
After April 15, 1998, monthly payments of interest and principal are due based
on a 22 year amortization schedule. The interest rate is set at 8.75% through
April 15, 1996, 9.0% for the period from April 16, 1996 through October 15, 1996
and 9.31% for the period from October 16, 1996 through April 15, 1998.
The loan is generally nonrecourse to the Trust as to interest and principal,
except, among other factors, in the event of a sale or encumbrance of the
mortgaged premises, or in the event of fraud or willful misrepresentation in
connection with the loan.
The lender is entitled to hold escrow cash reserves for real estate taxes and
capital requirements. On April 21, 1995, an initial deposit of $1,559,000 was
made into this account. Deposits to the real estate tax escrow account are
required to be made on a monthly basis. Ongoing deposits to the capital escrow
account are required of $10,000 per month during the first year of the loans and
$25,000 per month over the remainder of the term of the loans. Amounts held in
the capital escrow account may be advanced, from time to time and subject to
certain conditions, to pay for capital improvements, tenant improvements and
leasing commissions associated with the Projects and distributions to
Shareholders of the Trust. The capital escrow account held by the lender does
not constitute additional collateral for the mortgage loans. At March 31, 1996
and December 31, 1995, the principal balance of the loans totaled $8,905,000 and
$8,931,000, respectively, and the capital and real estate tax escrow accounts
totaled $760,000 an $1,155,000, respectively.
5. BENEFICIARIES' EQUITY:
----------------------
For the year ended December 31, 1995, the Trust declared distributions totaling
$0.55 per share. Subsequent to March 31, 1996, on May 1, 1996, the Trust
declared a distribution of $0.06 per share payable on May 15, 1996 to
shareholders of record as of May 10, 1996.
6. STOCK OPTIONS:
--------------
On August 8, 1994, subject to shareholder approval which was received at the
Annual Meeting of Shareholders on October 11, 1994, the Board of Trustees
adopted a stock option compensatory plan benefiting an executive officer of the
Trust covering 140,000 common shares of beneficial interest. The plan includes
options exercisable for 100,000 shares at an exercise price of $6.50. Of the
remaining 40,000 shares subject to options, options covering 20,000 shares
vested on August 8, 1995 and options covering 20,000 shares vest on August 8,
1996. The exercise price of the 40,000 options was set at $3.80. The per share
exercise price of the options covering all 140,000 shares is subject to
reduction as proceeds from the sale of, or refinancing of debt secured by, any
Specified Projects are distributed by the Trust to shareholders by an amount
equal to the amount so distributed, from time to time, on account of each share.
Accordingly, the per share exercise prices of the options have been reduced to
$4.77 and $2.07, respectively, as a result of distributions to shareholders from
proceeds of 1994 property sales and the April 21, 1995 mortgage refinancing.
During the three months ended March 31, 1996 and the year ended December 31,
1995, there were no options exercised, canceled or expired.
On January 1, 1996, the Trust adopted Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", which establishes
financial accounting and reporting standards for stock-based employee
compensation plans. The statement encourages all entities to adopt a new method
of accounting to measure compensation cost of all employee stock compensation
plans based on the estimated fair value of the award at the date it is granted.
Companies are, however, allowed to continue to measure compensation cost for
those plans using the intrinsic value based method of accounting, which only
requires footnote disclosures concerning this new accounting pronouncement.
Management of the Trust has adopted the pro forma method of disclosure as
described above.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
----------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The Trust's consolidated net income for the period from January 1, 1996 to March
31, 1996 was $10,000 or $0.01 per share as compared to a consolidated net loss
of ($70,000) or ($0.04) per share for the period January 1, 1995 to March 31,
1995.
The Trust's funds from operations for the three months ended March 31, 1996
totaled $244,000 or $0.13 per share. The Trust has adopted the new definition of
funds from operations under current industry practice. The new definition of
funds from operations is calculated as net income(loss) adjusted for
depreciation expense attributable to real property and amortization expense
attributable to capitalized leasing costs and tenant allowances and
improvements. The old definition of funds from operations is calculated as net
income excluding extraordinary items, gains and losses from sales of property,
plus depreciation and amortization and other non-cash charges and similar
adjustments for unconsolidated subsidiaries. All prior periods have been
adjusted to reflect the change to the new definition. The following table
identifies the calculation of funds from operations (in thousands):
Three months Three months Three months
ended ended ended
March 31, March 31, March 31,
1996 1995 1995
(new (new (as previously
definition) definition) reported)
----------- ---------------- -------------
Net income (loss) $ 10 $(70) $(70)
Add back:
Depreciation expense
attributable to real
property 202 232 232
Amortization expense
attributable to
capitalized leasing
costs and tenant
allowances and
improvements 32 33 33
Amortization expense
attributable to
capitalized loan costs - - 17
----- ---- ----
Funds From Operations $ 244 $195 $212
===== ==== ====
In comparing 1996 to 1995, rental revenue increased by $100,000 or 11% primarily
due to improved overall occupancy levels of the Specified Projects. Depreciation
and amortization expenses for 1996 decreased by $40,000 or 14% as compared to
1995 primarily as a result of longer terms attributable to new leases obtained
over the last year. Operating expenses of the Specified Projects increased by
$70,000 or 18% primarily due to snow removal and related costs incurred during
the winter of the first quarter of 1996. Administrative expenses decreased by
$25,000 or 17% primarily due to management's continued focus on reducing costs.
As of March 31, 1996 and December 31, 1995, the overall occupancy level of the
Specified Projects was 97%. During the first quarter of 1996, 2,000 square feet
of new leases and 35,000 square feet of renewals were obtained representing 14%
of the total space in the Specified Projects. Further, approximately 2,000
square feet or 1% of the total space in the Specified Projects was vacated. As
of March 31, 1996, approximately 60,000 square feet or 24% of the total space in
the Specified Projects represents leases expiring on or before December 31,
1996.
9
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Trust's primary asset is its 70% general partner interest in Brandywine
which owns and operates the Specified Projects. The Trust's principal source of
liquidity consists of the distributions it receives from the operation of the
Specified Projects.
As of March 31, 1996, the Trust's consolidated cash balances were $701,000 as
compared to $840,000 as of December 31, 1995. In addition, escrowed cash
balances at March 31, 1996 and December 31, 1995 totaled $760,000 and
$1,155,000, respectively.
During the first three months of 1996, net cash provided by operating activities
totaled $196,000. Costs paid in connection with the Trust's pursuit of potential
acquisitions of additional real estate and third party equity and debt
investments totaled $179,000 for the first quarter of 1996. Additionally, during
this same period, the Trust paid $93,000 in distributions to shareholders, which
distributions were declared by the Trust in 1995. Tenant improvements and
leasing commissions paid during the first three months of 1996 relative to the
Specified Projects were paid from lender escrow funds and totaled $439,000. For
the first three months of 1996, the net decrease in lender escrow funds amounted
to $395,000.
During 1996, the Trust declared distributions as follows:
Declaration Date Record Date Payment Date Amount per Share
---------------- ----------- ------------ ----------------
May 1, 1996 May 10, 1996 May 15, 1996 $ 0.06
The Trustees have considered, and expect to continue to consider, potential
acquisitions by the Trust of additional real estate and real estate-related
interests and potential third party equity and debt investments in the Trust. At
the current time the Trust is actively pursuing the potential acquisition of
additional real estate and evaluating third party equity and debt investments in
the Trust. The Trust's business plan contemplates a focus on office and
industrial projects in the greater Philadelphia, Pennsylvania area. However,
there can be no assurance that the Trust will make an acquisition of additional
real estate or real estate-related interests or that any such acquisitions will
produce satisfactory returns for the Trust. Similarly, there can be no assurance
that the Trust will consummate any third party equity or debt investments in the
Trust or that any investments that might be made in the Trust would enable the
Trust to generate greater returns for the Shareholders.
As previously disclosed, on March 20, 1996, the Trust entered into a letter of
intent with Safeguard Scientifics, Inc. ("SSI") and SSI's real estate affiliate,
the Nichols Company ("TNC"). The Trust intends to form an investment partnership
with SSI and TNC to acquire, for cash and equity interests, 19 properties
currently owned by SSI, TNC and their affiliates. The proposed transaction is
subject to customary conditions, including negotiation and execution of
definitive documentation, due diligence and approval by the Trust's
shareholders.
The Trust believes that it qualifies for federal income tax purposes as a real
estate investment trust and intends to remain so qualified.
10
Part II. Other Information
Item 1. Legal Proceedings
-----------------
Neither the Trust nor Brandywine is a party to any material pending legal
proceedings as of March 31, 1996 nor as of the date of this Form 10-Q.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
Exhibits: None
Reports on Form 8-K: None
11
BRANDYWINE REALTY TRUST
SIGNATURES OF REGISTRANT
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BRANDYWINE REALTY TRUST
(Registrant)
Date: May 13, 1996 By: /s/ Gerard H. Sweeney
----------------------------------------
Gerard H. Sweeney, President and
Chief Executive Officer
(Principal Executive Officer)
Date: May 13, 1996 By: /s/ Francine M. Haulenbeek
-----------------------------------------
Francine M. Haulenbeek,
Vice President - Finance
and Secretary
(Principal Financial and Accounting Officer)
12