<PAGE>
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 AND
EXCHANGE ACT OF 1934
For the transition period from to
-------------------- -----------------------
Commission file number: 1-13130 (Liberty Property Trust)
1-13132 (Liberty Property Limited Partnership)
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrants as specified in their governing documents)
MARYLAND (Liberty Property Trust) 23-7768996
PENNSYLVANIA (Liberty Property Limited Partnership) 23-2766549
(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer Identification Number)
65 Valley Stream Parkway, Suite 100, Malvern, Pennsylvania 19355
(Address of Principal Executive Offices) (Zip Code)
Registrants' Telephone Number, Including Area Code (610) 648-1700
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the registrants were required to file such reports) and (2) have been subject to
such filing requirements for the past ninety (90) days. YES X NO
----- -----
On May 9, 1996, 28,717,691 Common Shares of Beneficial Interest, par value $.001
per share, of Liberty Property Trust were outstanding.
<PAGE>
LIBERTY PROPERTY TRUST/LIBERTY PROPERTY LIMITED PARTNERSHIP
FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1996
INDEX
-----
Part I. Financial Information
- - ------------------------------
Item 1. Financial Statements
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Consolidated balance sheet of Liberty Property Trust at
March 31, 1996 (unaudited) and December 31, 1995. 4
Consolidated statement of operations of Liberty Property
Trust for the three months ended March 31, 1996
(unaudited) and March 31, 1995 (unaudited). 5
Consolidated statement of cash flows of Liberty Property
Trust for the three months ended March 31, 1996
(unaudited) and March 31, 1995 (unaudited). 6
Notes to consolidated financial statements for Liberty
Property Trust. 7
Consolidated balance sheet of Liberty Property Limited
Partnership at March 31, 1996 (unaudited) and
December 31, 1995. 8
Consolidated statement of operations of Liberty Property
Limited Partnership for the three months ended
March 31, 1996 (unaudited) and March 31, 1995 (unaudited). 9
Consolidated statement of cash flows of Liberty Property
Limited Partnership for the three months ended
March 31, 1996 (unaudited) and March 31, 1995 (unaudited). 10
Notes to consolidated financial statements for Liberty
Property Limited Partnership. 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 12-15
Part II. Other Information 16
- - ---------------------------
Signatures 17
- - ----------
</TABLE>
- - ---------------------------------
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this Quarterly
Report on Form 10-Q contain statements that are or will be forward-looking, such
as statements relating to acquisitions and other business development
activities, future capital expenditures and the effects of regulation (including
environmental regulation) and competition. Such forward-looking information
involves important risks and uncertainties that could significantly affect
anticipated results in the future and, accordingly, such results may differ from
those expressed in any forward-looking statements
2
<PAGE>
made by, or on behalf of, the Company. These risks and uncertainties include,
but are not limited to, uncertainties affecting real estate businesses generally
(such as renewals of leases and dependence on tenants' business operations),
risks relating to acquisition, construction and development activities, possible
environmental liabilities, risks relating to leverage and debt service
(including sensitivity of the Company's operations to fluctuations in interest
rates), the potential for the use of borrowings to make distributions necessary
to qualify as a REIT, dependence on the primary markets in which the Company's
properties are located, the existence of complex regulations relating to status
as a REIT and the adverse consequences of the failure to qualify as a REIT and
the potential adverse impact of market interest rates on the market price for
the Company's securities.
3
<PAGE>
Consolidated Balance Sheet of Liberty Property Trust
(In thousands)
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
---------------- -------------------
Assets (unaudited)
<S> <C> <C>
Real estate:
Land and land improvements $109,578 $108,723
Buildings and improvements 722,910 715,908
Less accumulated depreciation (99,486) (94,183)
-------- --------
Operating real estate 733,002 730,448
Development in progress 82,494 67,021
Land held for development 30,667 28,578
-------- --------
Net real estate 846,163 826,047
Cash and cash equivalents 21,736 10,629
Accounts receivable 7,228 5,608
Deferred financing and leasing costs, net of
accumulated amortization (1996, $25,694;
1995, $24,007) 24,435 26,363
Prepaid expenses and other assets 27,959 29,455
-------- --------
Total assets $927,521 $898,102
======== ========
Liabilities
Mortgage loans $171,920 $172,115
Subordinated debentures 224,848 229,900
Line of credit 113,957 71,894
Accounts payable 4,239 4,577
Accrued interest 4,783 9,439
Dividend payable 12,827 12,668
Other liabilities 16,993 20,835
-------- --------
Total liabilities 549,567 521,428
Minority interest 40,778 41,153
Shareholders' equity
Common shares of beneficial interest, $.001 par value,
200,000,000 shares authorized, 28,717,691 and
28,348,048 shares issued and outstanding as of
March 31, 1996 and December 31, 1995, respectively 28 28
Additional paid-in capital 321,650 314,407
Unearned compensation (2,090) -
Retained earnings 17,588 21,086
-------- --------
Total shareholders' equity 337,176 335,521
-------- --------
Total liabilities and shareholders' equity $927,521 $898,102
======== ========
</TABLE>
See accompanying notes.
4
<PAGE>
Consolidated Statement of Operations of Liberty Property Trust
(Unaudited and in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Three
Months Ended Months Ended
March 31, 1996 March 31, 1995
---------------- ---------------
<S> <C> <C>
Revenue
Rental $25,952 $19,493
Operating expense reimbursement 8,905 5,411
Management fees 505 221
Interest and other 1,201 609
------- -------
Total revenue 36,563 25,734
Operating expenses
Rental property expenses 7,817 4,545
Real estate taxes 2,565 2,216
General and administrative 1,637 924
Depreciation and amortization 6,456 4,890
------- -------
Total operating expenses 18,475 12,575
------- -------
Operating income 18,088 13,159
Interest expense 9,134 8,394
------- -------
Income before minority interest 8,954 4,765
Minority interest 965 589
------- -------
Net income $ 7,989 $ 4,176
======= =======
Net income per common share - primary $0.28 $0.20
======= =======
Dividends declared per common share $0.40 $0.40
======= =======
Weighted average number of common shares outstanding 28,473 21,143
======= =======
</TABLE>
See accompanying notes.
5
<PAGE>
Consolidated Statement of Cash Flows of Liberty Property Trust
(Unaudited and in thousands)
<TABLE>
<CAPTION>
Three Three
Months Ended Months Ended
March 31, 1996 March 31, 1995
---------------- ----------------
<S> <C> <C>
Operating activities
Net income $ 7,989 $ 4,176
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 6,456 4,890
Minority interest in net income 965 589
Gain on sale (377) -
Noncash compensation 22 -
Changes in operating assets and liabilities:
Accounts receivable (1,620) (2,702)
Prepaid expense and other assets 50 (1,665)
Accounts payable (338) 725
Accrued interest on existing debt (4,656) (3,728)
Other liabilities (3,489) 2,693
-------- ---------
Net cash provided by operating activities 5,002 4,978
-------- ---------
Investing activities
Investment in properties (25,541) (103,212)
Increase in deferred leasing costs (336) (361)
-------- ---------
Net cash used by investing activities (25,877) (103,573)
-------- ---------
Financing activities
Repayments of mortgage loans (195) (84)
Proceeds from draw down of line of credit 42,063 77,076
Deposits on pending acquisitions 1,446 22,700
Decrease (increase) in deferred financing costs 1,336 (2,024)
Dividends (12,668) (9,528)
-------- ---------
Net cash provided by financing activities 31,982 88,140
Increase (decrease) in cash and cash equivalents 11,107 (10,455)
Cash and cash equivalents at beginning of period 10,629 25,169
-------- ---------
Cash and cash equivalents at end of period $ 21,736 $ 14,714
======== =========
Supplemental disclosure of noncash transactions
Write-off of fully depreciated property and
deferred costs $ 898 $ 298
Acquisition of properties - (55,300)
Assumption of mortgage loans - 41,117
Issuance of operating partnership units - 14,183
Noncash compensation 353 -
Conversion of debentures 5,052 -
======== =========
</TABLE>
See accompanying notes.
6
<PAGE>
Liberty Property Trust
Notes to Consolidated Financial Statements (Unaudited)
March 31, 1996
Note 1 - Basis of Presentation
- - ------------------------------
The accompanying unaudited consolidated financial statements of Liberty Property
Trust (the "Trust") and its subsidiaries, including Liberty Property Limited
Partnership (the "Operating Partnership") (the Trust, Operating Partnership and
their respective subsidiaries referred to collectively as the "Company"), have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements and should be read in conjunction with the consolidated
financial statements and notes thereto included in the Annual Report on Form 10-
K of the Trust and the Operating Partnership for the year ended December 31,
1995. In the opinion of management, all adjustments (consisting solely of
normal recurring adjustments) necessary for a fair presentation of the financial
statements for these interim periods have been included. The results of interim
periods are not necessarily indicative of the results to be obtained for a full
fiscal year. Certain amounts from prior periods have been restated to conform
to current period presentation.
Note 2 - Organization
- - ---------------------
The Trust, a self-administered and self-managed real estate investment trust (a
"REIT"), was formed in the State of Maryland on March 28, 1994 and commenced
operations on June 23, 1994 upon completion of its initial public offering (the
"Share Offering") of 20,987,500 common shares of beneficial interest (the
"Common Shares"). The Trust conducts all of its operations through the
Operating Partnership. Simultaneous with the closing of the Share Offering, the
Company succeeded to substantially all of the interests of Rouse & Associates, a
general partnership, and certain other entities affiliated with Rouse &
Associates. At March 31, 1996, the Trust owned an 89.19% interest in the
Operating Partnership as its sole general partner and a .03% interest as a
limited partner. Concurrent with the Share Offering, the Operating Partnership
completed a public offering of $230 million of Exchangeable Subordinated
Debentures (the "Debentures") due 2001. The Debentures are guaranteed by the
Trust. After June 23, 1995, the Debentures are exchangeable, at the option of
the holder thereof, at any time prior to maturity, into Common Shares at a rate
of one share for each $20 outstanding principal amount of Debentures, subject to
certain adjustments. The Company completed a secondary offering (the "Secondary
Offering") on November 27, 1995 of 7,200,000 Common Shares.
7
<PAGE>
Consolidated Balance Sheet of Liberty Property Limited Partnership
(In thousands)
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
---------------- -------------------
Assets (unaudited)
<S> <C> <C>
Real estate:
Land and land improvements $109,578 $108,723
Buildings and improvements 722,910 715,908
Less accumulated depreciation (99,486) (94,183)
-------- --------
Operating real estate 733,002 730,448
Development in progress 82,494 67,021
Land held for development 30,667 28,578
-------- --------
Net real estate $846,163 $826,047
Cash and cash equivalents 21,736 10,629
Accounts receivable 7,228 5,608
Deferred financing and leasing costs, net of
accumulated amortization (1996, $25,694;
1995, $24,007) 24,435 26,363
Prepaid expenses and other assets 27,959 29,455
-------- --------
Total assets $927,521 $898,102
======== ========
Liabilities
Mortgage loans $171,920 $172,115
Subordinated debentures 224,848 229,900
Line of credit 113,957 71,894
Accounts payable 4,239 4,577
Accrued interest 4,783 9,439
Distributions payable 12,827 12,668
Other liabilities 16,993 20,835
-------- --------
Total liabilities 549,567 521,428
Owners' equity
General partner's equity 337,176 335,521
Limited partners' equity 40,778 41,153
-------- --------
Total owners' equity 377,954 376,674
-------- --------
Total liabilities and owners' equity $927,521 $898,102
======== ========
</TABLE>
See accompanying notes.
8
<PAGE>
Consolidated Statement of Operations of Liberty Property Limited Partnership
(Unaudited and in thousands)
<TABLE>
<CAPTION>
Three Three
Months Ended Months Ended
March 31, 1996 March 31, 1995
---------------- ----------------
<S> <C> <C>
Revenue
Rental $25,952 $19,493
Operating expense reimbursement 8,905 5,411
Management fees 505 221
Interest and other 1,201 609
------- -------
Total revenue 36,563 25,734
Operating expenses
Rental property expenses 7,817 4,545
Real estate taxes 2,565 2,216
General and administrative 1,637 924
Depreciation and amortization 6,456 4,890
------- -------
Total operating expenses 18,475 12,575
------- -------
Operating income 18,088 13,159
Interest expense 9,134 8,394
------- -------
Net income $ 8,954 $ 4,765
======= =======
Net income allocated to general partner $ 7,989 $ 4,176
Net income allocated to limited partners 965 589
======= =======
</TABLE>
See accompanying notes.
9
<PAGE>
Consolidated Statement of Cash Flows of Liberty Property Limited Partnership
(Unaudited and in thousands)
<TABLE>
<CAPTION>
Three Three
Months Ended Months Ended
March 31, 1996 March 31, 1995
---------------- ----------------
<S> <C> <C>
Operating activities
Net income $ 8,954 $ 4,765
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 6,456 4,890
Gain on sale (377) -
Noncash compensation 22 -
Changes in operating assets and liabilities:
Accounts receivable (1,620) (2,702)
Prepaid expense and other assets 50 (1,665)
Accounts payable (338) 725
Accrued interest on existing debt (4,656) (3,728)
Other liabilities (3,489) 2,693
-------- ---------
Net cash provided by operating activities 5,002 4,978
-------- ---------
Investing activities
Investment in properties (25,541) (103,212)
Increase in deferred leasing costs (336) (361)
-------- ---------
Net cash used by investing activities (25,877) (103,573)
-------- ---------
Financing activities
Repayments of mortgage loans (195) (84)
Proceeds from draw down of line of credit 42,063 77,076
Deposits on pending acquisitions 1,446 22,700
Decrease (increase) in deferred financing costs 1,336 (2,024)
Distributions to partners (12,668) (9,528)
-------- ---------
Net cash provided by financing activities 31,982 88,140
Increase (decrease) in cash and cash equivalents 11,107 (10,455)
Cash and cash equivalents at beginning of period 10,629 25,169
-------- ---------
Cash and cash equivalents at end of period $ 21,736 $ 14,714
======== =========
Supplemental disclosure of noncash transactions
Write-off of fully depreciated property and
deferred costs $ 898 $ 298
Acquisition of properties - (55,300)
Assumption of mortgage loans - 41,117
Issuance of operating partnership units - 14,183
Noncash compensation 353 -
Conversion of subordinated debentures 5,052 -
======== =========
</TABLE>
See accompanying notes.
10
<PAGE>
Liberty Property Limited Partnership
Notes to Consolidated Financial Statements (Unaudited)
March 31, 1996
Note 1 - Basis of Presentation
- - ------------------------------
The accompanying unaudited consolidated financial statements of Liberty Property
Limited Partnership (the "Operating Partnership") and its direct and indirect
subsidiaries, including Liberty Property Development Corporation, have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements and should be read in conjunction with the consolidated
financial statements and notes thereto included in the Annual Report on Form 10-
K of the Trust and the Operating Partnership for the year ended December 31,
1995. In the opinion of management, all adjustments (consisting solely of
normal recurring adjustments) necessary for a fair presentation of the financial
statements for these interim periods have been included. The results of interim
periods are not necessarily indicative of the results to be obtained for a full
fiscal year. Certain amounts from prior periods have been restated to conform
to current period presentation.
Note 2 - Organization
- - ---------------------
Liberty Property Trust (the "Trust", and together with the Operating Partnership
referred to as the "Company"), a self-administered and self-managed real estate
investment trust (a "REIT"), was formed in the State of Maryland on March 28,
1994 and commenced operations on June 23, 1994 upon completion of its initial
public offering (the "Share Offering") of 20,987,500 common shares of beneficial
interest (the "Common Shares"). The Trust conducts all of its operations
through the Operating Partnership. Simultaneous with the closing of the Share
Offering, the Company succeeded to substantially all of the interests of Rouse &
Associates, a general partnership, and certain other entities affiliated with
Rouse & Associates. At March 31, 1996, the Trust owned an 89.19% interest in
the Operating Partnership as its sole general partner and a .03% interest as a
limited partner. Concurrent with the Share Offering, the Operating Partnership
completed a public offering of $230 million of Exchangeable Subordinated
Debentures (the "Debentures") due 2001. The Debentures are guaranteed by the
Trust. After June 23, 1995, the Debentures are exchangeable, at the option of
the holder thereof, at any time prior to maturity, into Common Shares at a rate
of one share for each $20 outstanding principal amount of Debentures, subject to
certain adjustments. The Company completed a secondary offering (the "Secondary
Offering") on November 27, 1995 of 7,200,000 Common Shares.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- - --------------------------------------------------------------------------------
of Operations
- - -------------
The following discussion compares the activities of the Company for the three
month period ended March 31, 1996 (unaudited) with the activities of the Company
for the three month period ended March 31, 1995 (unaudited). As used herein,
the term "Company" includes the Trust, the Operating Partnership and their
subsidiaries.
This information should be read in conjunction with the accompanying
consolidated financial statements and notes included elsewhere in this report.
Results of Operations
- - ---------------------
For the three month period ended March 31, 1996 compared to the three month
- - ---------------------------------------------------------------------------
period ended March 31, 1995.
- - ----------------------------
Rental revenues increased from $19.5 million to $26.0 million for the three
month periods ended March 31, 1995 to March 31, 1996. This increase was
primarily due to the increase in the number of properties in operation during
the respective periods. As of March 31, 1995, the Company had 191 properties in
operation and as of March 31, 1996, the Company had 213 properties in operation.
From January 1, 1995 through March 31, 1995, the Company acquired 40 properties
for approximately $141.8 million. From January 1, 1996 through March 31, 1996,
the Company purchased 5 properties for approximately $18.4 million.
Operating expense reimbursement increased from $5.4 million for the three months
ended March 31, 1995 to $8.9 million for the three months ended March 31, 1996.
This increase is a result of the reimbursement from tenants for increases in
rental property expense and real estate taxes.
Rental property expense increased from $4.5 million for the three months ended
March 31, 1995 to $7.8 million for the three months ended March 31, 1996. This
increase was due to the increase in properties owned during the respective
periods and because of significant snow removal and other seasonal operating
costs incurred as a result of the severe 1996 winter.
Real estate taxes increased from $2.2 million for the three months ended March
31, 1995 to $2.6 million for the three months ended March 31, 1996 due to the
increase in the number of properties owned.
Net operating income for the "Same Store" properties (properties owned as of
January 1, 1995) increased from $16.8 million for the three months ended March
31, 1995 to $17.4, million for the three months ended March 31, 1996 (see table
on following page). This increase of 3.6% was primarily attributable to an
increase in the occupancy of the properties.
General and administrative expenses increased by $700,000 from the three months
ended March 31, 1995 to the comparable period in 1996 due to the increase in the
number of properties owned during the respective periods.
Interest expense increased from $8.4 million for the three months ended March
31, 1995 to $9.1 million for the three months ended March 31, 1996. Interest
12
<PAGE>
expense was incurred on the Line of Credit (which was used to fund property
acquisitions and development costs), on mortgage debt and on the Debentures.
The increase in interest expense is due to an increase in the average debt
outstanding from the first quarter of 1995 to the first quarter of 1996. This
increase is partly offset by the lower interest rate on the outstanding debt,
primarily as a result of the 1% reduction in the interest rate on the Line of
Credit borrowings.
Depreciation and amortization expense increased by $1.6 million from $4.9
million for the three months ended March 31, 1995 to $6.5 million for the three
months ended March 31, 1996. This increase was due to an increase in the number
of properties owned during the respective periods.
As a result of the foregoing, the Company's operating income increased from
$13.2 million for the three months ended March 31, 1995 to $18.1 million for the
three months ended March 31, 1996. In addition, income before minority interest
increased by 88%, from $4.8 million for the three months ended March 31, 1995 to
$9.0 million for the three months ended March 31, 1996.
Set forth below is a schedule comparing the operating results for the Same Store
properties for the three month periods ended March 31, 1996 and 1995.
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Rental revenue $18,778 $18,041
Operating expense reimbursement 6,809 5,183
------- -------
25,587 23,224
Rental property expenses 6,272 4,358
Real estate taxes 1,949 2,101
------- -------
Property level operating income $17,366 $16,765
======= =======
</TABLE>
Liquidity and Capital Resources
- - -------------------------------
As of March 31, 1996, the Company had cash and cash equivalents of $21.7
million. Working capital at March 31, 1996 was $19.9 million.
The Company has funded its property acquisition and development activities
primarily through its $250 million Line of Credit, which matures on June 15,
1998, subject to the Company's option to extend the maturity of the loan as
described below. As of March 31, 1996, $114.0 million was outstanding under the
Line of Credit and collateral had been approved to enable the Company to borrow
up to $191.0 million. The remaining amount of the Line of Credit, above the
pre-approved available capacity, is available for further borrowings, subject to
satisfaction of certain conditions. The Line of Credit is recourse to the
Company only with respect to 50% of the outstanding principal amount thereof.
Funds borrowed under the Line of Credit bear interest at an annual rate of 175
basis points over LIBOR. Subject to certain conditions and the payment of a fee
equal to 0.5% of the then outstanding loan balance, the Company may exercise a
one-time option to convert the loan balance into a two-year term loan upon the
maturity of the Line of Credit. Following such conversion, the interest rate on
the term loan would be LIBOR plus 4%.
13
<PAGE>
Additional sources of funds are available to the Company through mortgage loan
financing. As of March 31, 1996, $171.9 million in mortgage loans were
outstanding. Mortgage loans with maturities ranging from 1996 to 2013 are
collateralized by and in some instances cross collaterlized by 67 properties.
The interest rates on $161.5 million of mortgage loans are fixed and range from
6% to 10%. Interest rates on $10.4 million of mortgage loans float with Libor
or prime and are subject to certain caps.
The Company expects to incur variable rate debt, including borrowings under the
Line of Credit, from time to time. The Company believes that its existing
sources of capital will provide sufficient funds to complete construction of the
properties under development. The Company believes that the amount necessary to
complete such construction is approximately $98.0 million at March 31, 1996.
In July 1995, the Company filed a shelf registration with the Securities and
Exchange Commission that enabled the Company to offer up to an aggregate of
$350,000,000 of securities, including common stock, preferred stock and debt.
On November 27, 1995, the Company completed a follow-on public offering of
7,200,000 common shares resulting in proceeds of $140.4 million. The proceeds
were used to reduce the amount outstanding under the Line of Credit. The
remaining $209.6 million shelf registration is available for future offerings.
On February 8, 1996, Moody's Investors Service assigned a prospective rating of
Ba2 for senior unsecured debt issued by Liberty Property Limited Partnership
under the shelf registration.
The Company has received a commitment for a $39.7 million loan with a 12-year
term bearing interest at 7.125% annually. This loan is scheduled to close
during the second quarter of 1996. The proceeds from this loan will be used to
paydown a portion of the outstanding principal amount under the Line of Credit.
Management considers funds from operations an appropriate measure of the
performance of an equity REIT. In March, 1995 NAREIT issued a clarification of
the definition of funds from operations. The clarification provides that
amortization of deferred financing costs and depreciation of non-real estate
assets are no longer to be added back to net income in arriving at funds from
operations. Funds from operations under the new definition for the three months
ended March 31, 1996 and the three months ended March 31, 1995 are as follows:
<TABLE>
<CAPTION>
Three months Three months
ended March 31, 1996 ended March 31, 1995
(in thousands) (in thousands)
--------------------- ----------------------
<S> <C> <C>
Net income $ 7,989 $4,176
Addback:
Minority interest 965 589
Depreciation and amortization 6,388 4,850
Gain on sale (377) -
------- ------
Funds from operations $14,965 $9,615
======= ======
</TABLE>
14
<PAGE>
Inflation
- - ---------
Because inflation has remained relatively low during the last three years, it
has not had a significant impact on the Company during this period. Since the
Line of Credit bears interest at a variable rate, the amount of interest payable
under the Line of Credit will be influenced by changes in short-term interest
rates, which tend to be sensitive to inflation. To the extent an increase in
inflation would result in increased operating costs, such as in insurance, real
estate taxes and utilities, substantially all of the tenant leases require the
tenants to absorb these costs as part of their rental obligations. In addition,
inflation also may have the effect of increasing market rental rates.
15
<PAGE>
Part II Other Information
- - ------- -----------------
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
None
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LIBERTY PROPERTY TRUST
Joseph P. Denny May 13, 1996
- - ------------------------------ ---------------------------
Joseph P. Denny Date
President
George J. Alburger, Jr. May 13, 1996
- - ------------------------------ ---------------------------
George J. Alburger, Jr. Date
Chief Financial Officer
LIBERTY PROPERTY LIMITED PARTNERSHIP
By: LIBERTY PROPERTY TRUST, GENERAL PARTNER
Joseph P. Denny May 13, 1996
- - ------------------------------ ---------------------------
Joseph P. Denny Date
President
George J. Alburger, Jr. May 13, 1996
- - ------------------------------ ---------------------------
George J. Alburger, Jr. Date
Chief Financial Officer
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1996 (UNAUDITED) AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED)
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000921112
<NAME> LIBERTY PROPERTY TRUST
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 21,736
<SECURITIES> 0
<RECEIVABLES> 7,228
<ALLOWANCES> 836
<INVENTORY> 0
<CURRENT-ASSETS> 43,787
<PP&E> 949,157
<DEPRECIATION> 101,789
<TOTAL-ASSETS> 927,521
<CURRENT-LIABILITIES> 22,228
<BONDS> 510,725
0
0
<COMMON> 28
<OTHER-SE> 337,148
<TOTAL-LIABILITY-AND-EQUITY> 927,521
<SALES> 0
<TOTAL-REVENUES> 36,563
<CGS> 0
<TOTAL-COSTS> 10,382
<OTHER-EXPENSES> 8,093
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,134
<INCOME-PRETAX> 8,954
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,954
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,989
<EPS-PRIMARY> .28
<EPS-DILUTED> .32
</TABLE>
