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 June 30, 2000
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 (I.R.S. Employer
incorporation or organization) 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 August 4, 2000, 67,717,539 Common Shares of Beneficial Interest, par
value $.001 per share, of Liberty Property Trust were outstanding.
LIBERTY PROPERTY TRUST/LIBERTY PROPERTY LIMITED PARTNERSHIP
FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2000
INDEX
-----
Part I. Financial Information
-------------------------------
Item 1. Financial Statements (unaudited) Page
----
Consolidated balance sheets of Liberty Property
Trust at June 30, 2000 and December 31, 1999. 4
Consolidated statements of operations of Liberty
Property Trust for the three months ended June
30, 2000 and June 30, 1999. 5
Consolidated statements of operations of Liberty
Property Trust for the six months ended June
30, 2000 and June 30, 1999. 6
Consolidated statements of cash flows of Liberty
Property Trust for the six months ended June
30, 2000 and June 30, 1999. 7
Notes to consolidated financial statements for
Liberty Property Trust. 8
Consolidated balance sheets of Liberty Property
Limited Partnership at June 30, 2000 and
December 31, 1999. 12
Consolidated statements of operations of Liberty
Property Limited Partnership for the three months
ended June 30, 2000 and June 30, 1999. 13
Consolidated statements of operations of Liberty
Property Limited Partnership for the six months
ended June 30, 2000 and June 30, 1999. 14
Consolidated statements of cash flows of Liberty
Property Limited Partnership for the six months
ended June 30, 2000 and June 30, 1999. 15
Notes to consolidated financial statements for
Liberty Property Limited Partnership. 16
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 18
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 25
Part II. Other Information
---------------------------
Signatures 28
Exhibit Index 29
-2-
<PAGE>
-----------------------------
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 contains statements that are or will
be forward-looking, such as statements relating to business development
and development activities, acquisitions, dispositions, future capital
expenditures, financing sources and availability, 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 made by, or on behalf of, Liberty Property
Trust and Liberty Property Limited Partnership (together, the "Company").
These risks and uncertainties include, but are not limited to,
uncertainties affecting real estate businesses generally (such as entry
into new leases, renewals of leases and dependence on tenants' business
operations), risks relating to construction and development activities,
acquisitions, dispositions, possible environmental liabilities, risks
relating to leverage and debt service (including availability of
financing terms acceptable to the Company and 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,
the potential adverse impact of market interest rates on the market price
for the Company's securities.
-3-
<PAGE>
CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Real estate:
Land and land improvements $ 434,409 $ 411,678
Buildings and improvements 2,708,648 2,593,002
Less accumulated depreciation (302,572) (270,174)
---------- ----------
Operating real estate 2,840,485 2,734,506
Development in progress 124,212 138,870
Land held for development 114,813 111,201
---------- ----------
Net real estate 3,079,510 2,984,577
Cash and cash equivalents 4,655 9,064
Accounts receivable 4,862 13,388
Deferred financing and leasing costs,
net of accumulated amortization
(2000, $53,147; 1999, $58,033) 51,578 46,941
Prepaid expenses and other assets 69,239 64,163
---------- ----------
Total assets $3,209,844 $3,118,133
========== ==========
LIABILITIES
Mortgage loans $ 370,250 $ 374,825
Unsecured notes 895,000 985,000
Credit facility 225,000 47,000
Convertible debentures 73,302 84,413
Accounts payable 12,768 15,599
Accrued interest 22,030 22,422
Dividend payable 39,381 39,198
Other liabilities 60,884 67,558
---------- ----------
Total liabilities 1,698,615 1,636,015
Minority interest 204,853 187,511
SHAREHOLDERS' EQUITY
8.80% Series A cumulative redeemable preferred
shares, $.001 par value, 5,000,000 shares
authorized, issued and outstanding as of
June 30, 2000 and December 31, 1999 120,814 120,814
Common shares of beneficial interest, $.001
par value, 191,200,000 shares authorized,
67,560,578 (includes 59,100 in treasury) and 67,030,199
(includes 59,100 in treasury) shares issued and
outstanding as of June 30, 2000 and December 31, 1999,
respectively 67 67
Additional paid-in capital 1,207,945 1,196,736
Unearned compensation (1,954) (743)
Distributions in excess of net income (19,169) (20,940)
Common shares in treasury, at cost, 59,100 shares as of
June 30, 2000 and December 31, 1999 (1,327) (1,327)
---------- -----------
Total shareholders' equity 1,306,376 1,294,607
---------- -----------
Total liabilities and shareholders' equity $3,209,844 $ 3,118,133
========== ===========
</TABLE>
See accompanying notes.
-4-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY TRUST
(UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
<S> <C> <C>
REVENUE
Rental $ 94,825 $ 84,250
Operating expense reimbursement 34,837 29,510
Interest and other 1,384 1,440
--------- ---------
Total revenue 131,046 115,200
--------- ---------
OPERATING EXPENSES
Rental property expenses 23,217 20,641
Real estate taxes 12,452 10,048
Interest expense 26,367 25,822
General and administrative 4,817 3,931
Depreciation and amortization 22,806 20,437
--------- ---------
Total operating expenses 89,659 80,879
--------- ---------
Income before property dispositions
extraordinary item and minority interest 41,387 34,321
Gain on property dispositions 4,395 11,942
--------- ---------
Income before extraordinary item and
minority interest 45,782 46,263
Extraordinary item-loss on extinquishment
of debt 228 -
--------- ---------
Income before minority interest 45,554 46,263
Minority interest 5,223 3,011
--------- ---------
Net income 40,331 43,252
Preferred distributions 2,750 2,750
--------- ---------
Income available to common shareholders $ 37,581 $ 40,502
========= =========
Earnings per share
Basic:
Income before extraordinary item $ 0.56 $ 0.61
Extraordinary item - -
--------- ---------
Income available to common shareholders $ 0.56 $ 0.61
========= =========
Diluted:
Income before extraordinary item $ 0.55 $ 0.60
Extraordinary item - -
--------- ---------
Income available to common shareholders $ 0.55 $ 0.60
========= =========
Distributions declared per common share $ 0.52 $ 0.45
========= =========
Weighted average number of common shares
Outstanding
Basic 67,322 66,308
Diluted 67,847 71,412
========= =========
</TABLE>
See accompanying notes.
-5-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY TRUST
(UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SIX SIX
MONTHS ENDED MONTHS ENDED
JUNE 30,2000 JUNE 30, 1999
------------- --------------
<S> <C> <C>
REVENUE
Rental $ 186,797 $ 165,718
Operating expense reimbursement 70,608 59,033
Interest and other 2,600 2,669
--------- ---------
Total revenue 260,005 227,420
--------- ---------
OPERATING EXPENSES
Rental property expenses 47,839 41,834
Real estate taxes 24,976 19,825
Interest expense 52,017 49,575
General and administrative 9,262 7,916
Depreciation and amortization 45,454 40,580
--------- ---------
Total operating expenses 179,548 159,730
--------- ---------
Income before property dispositions
extraordinary item and minority interest 80,457 67,690
Gain on property dispositions 8,748 13,211
--------- ---------
Income before extraordinary item and
minority interest 89,205 80,901
Extraordinary item-loss on extinquishment
of debt 2,103 -
--------- ---------
Income before minority interest 87,102 80,901
Minority interest 9,902 5,221
--------- ---------
Net income 77,200 75,680
Preferred distributions 5,500 5,500
--------- ---------
Income available to common shareholders $ 71,700 $ 70,180
========= =========
Earnings per share
Basic:
Income before extraordinary item $ 1.10 $ 1.06
Extraordinary item (.03) -
--------- ---------
Income available to common shareholders $ 1.07 $ 1.06
========= =========
Diluted:
Income before extraordinary item $ 1.09 $ 1.05
Extraordinary item (.03) -
--------- ---------
Income available to common shareholders $ 1.06 $ 1.05
========= =========
Distributions declared per common share $ 1.04 $ 0.90
========= =========
Weighted average number of common shares
Outstanding
Basic 67,173 66,163
Diluted 67,574 71,314
========= =========
</TABLE>
See accompanying notes.
-6-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST
(UNAUDITED AND IN THOUSANDS)
SIX SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 77,200 $ 75,680
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 45,454 40,580
Amortization of deferred financing costs 1,757 3,126
Minority interest in net income 9,902 5,221
Gain on sale (8,748) (13,211)
Noncash compensation 1,556 1,495
Changes in operating assets and liabilities:
Accounts receivable 8,526 9,611
Prepaid expenses and other assets (5,763) 7,356
Accounts payable (2,831) 3,909
Accrued interest (392) 4,465
Other liabilities (6,674) (7,061)
---------- ---------
Net cash provided by operating activities 119,987 131,171
---------- ---------
INVESTING ACTIVITIES
Investment in properties (29,800) (41,114)
Proceeds from disposition of properties 48,179 62,976
Investment in development in progress (106,354) (119,035)
Investment in land held for development (38,380) (23,725)
Increase in deferred leasing costs (7,395) (7,464)
---------- --------
Net cash used in investing activities (133,750) (128,362)
---------- --------
FINANCING ACTIVITIES
Net proceeds from issuance of common shares 6,045 1,054
Proceeds from issuance of preferred units 19,484 -
Retirement of convertible debentures (10,914) -
Proceeds from issuance of unsecured notes - 385,000
Repayment of unsecured notes (90,000) -
Repayments of mortgage loans (4,575) (30,892)
Proceeds from credit facility 391,000 83,024
Repayments on credit facility (213,000) (347,024)
Increase in deferred financing costs (3,597) (5,264)
Distributions paid on common shares (69,686) (59,373)
Distributions paid on preferred shares (5,500) (5,500)
Distributions paid on units (9,903) (4,670)
---------- ---------
Net cash provided by financing activities 9,354 16,355
(Decrease) increase in cash and cash equivalents (4,409) 19,164
Cash and cash equivalents at beginning of period 9,064 14,391
---------- ---------
Cash and cash equivalents at end of period $ 4,655 $ 33,555
========== =========
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Write-off of fully depreciated property and
deferred costs $ 19,213 $ 7,666
Acquisition of properties - (3,818)
Assumption of mortgage loans - 3,818
Conversion of convertible debentures 194 4,779
========== =========
</TABLE>
See accompanying notes.
-7-
<PAGE>
LIBERTY PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
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
accounting principles generally accepted in the United States ("US GAAP")
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 US GAAP 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, 1999. 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.
The following table sets forth the computation of basic and diluted
income per common share for the three and six months ended June 30, 2000
and 1999:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED JUNE 30, 2000 ENDED JUNE 30, 1999
------------------------------------- -------------------------------------
INCOME SHARES PER SHARE INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- --------- ----------- ------------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Net income $ 40,331 $ 43,252
Less: Preferred
distributions 2,750 2,750
------- --------
Basic income per
common share
Income available
to common share-
holders 37,581 67,322 $0.56 40,502 66,308 $ 0.61
====== ======
Effect of dilutive
securities
Options - 525 - 265
Debentures - - 2,421 4,839
------- ------- -------- -------
Diluted income per
common share
Income available
to common share-
holders and assumed
conversions $ 37,581 67,847 $0.55 $ 42,923 71,412 $ 0.60
======== ======= ====== ======== ======= ======
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, 2000 ENDED JUNE 30, 1999
------------------------------------- -------------------------------------
INCOME SHARES PER SHARE INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- --------- ----------- ------------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Net income $ 77,200 $ 75,680
Less: preferred
distributions 5,500 5,500
------- --------
Basic income per
common share
Income available
to common share-
holders 71,700 67,173 $1.07 70,180 66,163 $ 1.06
===== ======
Effect of dilutive
securities
Options - 401 - 229
Debentures - - 4,859 4,922
-------- ------ -------- -------
Diluted income per
common share
Income available
to common share-
holders and assumed
conversions $ 71,700 67,574 $1.06 $ 75,039 71,314 $ 1.05
======== ====== ===== ======== ======= ======
</TABLE>
Diluted income per common share includes the weighted average common
shares outstanding, the dilutive effect of the outstanding options and
the dilutive effect of the conversion of the Exchangeable Subordinated
Debentures due 2001 of the Operating Partnership into common shares.
NOTE 2 - ORGANIZATION
---------------------
Liberty Property Trust (the "Trust") is a self-administered and self-
managed Maryland real estate investment trust (a "REIT"). Substantially
all of the Trust's assets are owned directly or indirectly, and
substantially all of the Trust's operations are conducted directly or
indirectly, by its subsidiary, Liberty Property Limited Partnership, a
Pennsylvania limited partnership (the "Operating Partnership" and,
together with the Trust, the "Company"). The Trust is the sole general
partner and also a limited partner of the Operating Partnership, with a
combined common equity interest in the Operating Partnership of 93.4% at
June 30, 2000. The Company provides leasing, property management,
development, acquisition, construction management and design management
for a portfolio of industrial and office properties which are located
principally within the Southeastern, Mid-Atlantic and Midwestern United
States.
NOTE 3 - SEGMENT INFORMATION
----------------------------
The Company reviews performance of the portfolio on a geographical
basis, as such, the following regions are considered the Company's
reportable segments: Southeastern Pennsylvania; New Jersey; Lehigh
Valley, Pennsylvania; Virginia; the Carolinas; Jacksonville, Florida;
Detroit, Michigan; and all others combined (including Maryland; Tampa,
Florida; South Florida; Minneapolis, Minnesota; and the United Kingdom).
The Company's reportable segments are distinct business units, which are
each managed separately in order to concentrate market knowledge within
-9-
<PAGE>
a geographical area. Within these reportable segments, the Company
derives its revenues from its two product types: industrial properties
and office properties.
The Company evaluates performance of the reportable segments based on
property-level net operating income, which is calculated as rental
revenue and operating expense reimbursement less rental property
expenses and real estate taxes. The accounting policies of the
reportable segments are the same as those for the Company on a
consolidated basis. The operating information by segment is as follows
(in thousands):
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30, 2000
------------------------------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real-estate
related revenues $35,686 $10,327 $12,326 $11,043 $10,103 $10,497 $14,076 $25,604 $129,662
Rental property
expenses and
real estate taxes 9,624 3,196 2,518 2,280 2,784 2,548 4,728 7,991 35,669
------- ------- ------- ------- ------- ------- ------- ------- --------
Property-level net
operating income 26,062 7,131 9,808 8,763 7,319 7,949 9,348 17,613 93,993
Other income/expenses, net 52,606
--------
Income before property dispositions, extraordinary item and minority interest 41,387
Gain on property dispositions 4,395
Extraordinary item-loss on extinguishment of debt 228
Minority interest 5,223
Preferred distributions 2,750
--------
Income available to common shareholders $ 37,581
========
</TABLE>
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30, 1999
------------------------------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real-estate
related revenues $29,036 $10,671 $10,883 $ 9,991 $ 9,346 $ 9,941 $12,501 $21,391 $113,760
Rental property
expenses and
real estate taxes 7,853 3,131 2,248 1,925 2,677 2,202 4,321 6,332 30,689
-------- -------- -------- -------- -------- -------- -------- -------- --------
Property-level net
operating income 21,183 7,540 8,635 8,066 6,669 7,739 8,180 15,059 83,071
Other income/expenses, net 48,750
--------
Income before property dispositions, extraordinary item and minority interest 34,321
Gain on property dispositions 11,942
Minority interest 3,011
Preferred distributions 2,750
--------
Income available to common shareholders $40,502
========
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 2000
------------------------------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real-estate
related revenues $71,060 $20,882 $24,642 $21,795 $19,724 $20,836 $28,034 $50,432 $257,405
Rental property
expenses and
real estate taxes 20,208 6,486 5,720 4,847 5,542 4,912 9,623 15,477 72,815
------- ------- ------- ------- ------- ------- ------- ------- --------
Property-level net
operating income 50,852 14,396 18,922 16,948 14,182 15,924 18,411 34,955 184,590
Other income/expenses, net 104,133
--------
Income before property dispositions, extraordinary item and minority interest 80,457
Gain on property dispositions 8,748
Extraordinary item-loss on extinguishment of debt 2,103
Minority interest 9,902
Preferred distributions 5,500
--------
Income available to common shareholders $ 71,700
========
</TABLE>
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1999
------------------------------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real-estate
related revenues $55,844 $22,326 $21,622 $19,969 $18,856 $19,822 $24,187 $42,125 $224,751
Rental property
expenses and
real estate taxes 15,703 6,603 4,625 4,189 5,401 4,498 8,058 12,582 61,659
-------- -------- -------- -------- -------- -------- -------- -------- --------
Property-level net
operating income 40,141 15,723 16,997 15,780 13,455 15,324 16,129 29,543 163,092
Other income/expenses, net 95,402
--------
Income before property dispositions, extraordinary item and minority interest 67,690
Gain on property dispositions 13,211
Minority interest 5,221
Preferred distributions 5,500
--------
Income available to common shareholders $70,180
========
</TABLE>
NOTE 4 - SUBSEQUENT EVENTS
--------------------------------
On July 31, 2000, the Company consummated the sale of $200 million
principal amount of 8.50% senior notes due 2010. The aggregate net
proceeds from such issuance were approximately $197.1 million.
-11-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(IN THOUSANDS)
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Real estate:
Land and land improvements $ 434,409 $ 411,678
Buildings and improvements 2,708,648 2,593,002
Less accumulated depreciation (302,572) (270,174)
---------- ----------
Operating real estate 2,840,485 2,734,506
Development in progress 124,212 138,870
Land held for development 114,813 111,201
---------- ----------
Net real estate 3,079,510 2,984,577
Cash and cash equivalents 4,655 9,064
Accounts receivable 4,862 13,388
Deferred financing and leasing costs,
net of accumulated amortization
(2000, $53,147; 1999, $58,033) 51,578 46,941
Prepaid expenses and other assets 69,239 64,163
---------- ----------
Total assets $3,209,844 $3,118,133
========== ==========
LIABILITIES
Mortgage loans $ 370,250 $ 374,825
Unsecured notes 895,000 985,000
Credit facility 225,000 47,000
Convertible debentures 73,302 84,413
Accounts payable 12,768 15,599
Accrued interest 22,030 22,422
Dividend payable 39,381 39,198
Other liabilities 60,884 67,558
---------- ----------
Total liabilities 1,698,615 1,636,015
OWNERS' EQUITY
General partner's equity-preferred units 120,814 120,814
-common units 1,185,562 1,173,793
Limited partners' equity 204,853 187,511
---------- ----------
Total owners' equity 1,511,229 1,482,118
---------- ----------
Total liabilities and owners' equity $3,209,844 $3,118,133
========== ==========
</TABLE>
See accompanying notes.
-12-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(UNAUDITED AND IN THOUSANDS)
THREE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
-------------- --------------
<S> <C> <C>
REVENUE
Rental $ 94,825 $ 84,250
Operating expense reimbursement 34,837 29,510
Interest and other 1,384 1,440
--------- ---------
Total revenue 131,046 115,200
--------- ---------
OPERATING EXPENSES
Rental property expenses 23,217 20,641
Real estate taxes 12,452 10,048
Interest expense 26,367 25,822
General and administrative 4,817 3,931
Depreciation and amortization 22,806 20,437
--------- ---------
Total operating expenses 89,659 80,879
--------- ---------
Income before property dispositions
and extraordinary item 41,387 34,321
Gain on property dispositions 4,395 11,942
--------- ---------
Income before extraordinary item 45,782 46,263
Extraordinary item-loss on extinguishment
of debt 228 -
--------- ---------
Net income $ 45,554 $ 46,263
========= =========
Net income allocated to general partner $ 40,331 $ 43,252
========= =========
Net income allocated to limited partners $ 5,223 $ 3,011
========= =========
</TABLE>
See accompanying notes.
-13-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(UNAUDITED AND IN THOUSANDS)
SIX SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
-------------- --------------
<S> <C> <C>
REVENUE
Rental $ 186,797 $ 165,718
Operating expense reimbursement 70,608 59,033
Interest and other 2,600 2,669
--------- ---------
Total revenue 260,005 227,420
--------- ---------
OPERATING EXPENSES
Rental property expenses 47,839 41,834
Real estate taxes 24,976 19,825
Interest expense 52,017 49,575
General and administrative 9,262 7,916
Depreciation and amortization 45,454 40,580
--------- ---------
Total operating expenses 179,548 159,730
--------- ---------
Income before property dispositions
and extraordinary item 80,457 67,690
Gain on property dispositions 8,748 13,211
--------- ---------
Income before extraordinary item 89,205 80,901
Extraordinary item-loss on extinguishment
of debt 2,103 -
--------- ---------
Net income $ 87,102 $ 80,901
========= =========
Net income allocated to general partner $ 77,200 $ 75,680
========= =========
Net income allocated to limited partners $ 9,902 $ 5,221
========= =========
</TABLE>
See accompanying notes.
-14-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(UNAUDITED AND IN THOUSANDS)
SIX SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 87,102 $ 80,901
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 45,454 40,580
Amortization of deferred financing costs 1,757 3,126
Gain on sale (8,748) (13,211)
Noncash compensation 1,556 1,495
Changes in operating assets and liabilities:
Accounts receivable 8,526 9,611
Prepaid expenses and other assets (5,763) 7,356
Accounts payable (2,831) 3,909
Accrued interest (392) 4,465
Other liabilities (6,674) (7,061)
---------- ----------
Net cash provided by operating activities 119,987 131,171
---------- ----------
INVESTING ACTIVITIES
Investment in properties (29,800) (41,114)
Proceeds from disposition of properties 48,179 62,976
Investment in development in progress (106,354) (119,035)
Investment in land held for development (38,380) (23,725)
Increase in deferred leasing costs (7,395) (7,464)
---------- ----------
Net cash used in investing activities (133,750) (128,362)
---------- ----------
FINANCING ACTIVITIES
Retirement of Convertible Debentures (10,914) -
Proceeds from issuance of unsecured notes - 385,000
Repayments of unsecured notes (90,000) -
Repayments of mortgage loans (4,575) (30,892)
Proceeds from credit facility 391,000 83,024
Repayments on credit facility (213,000) (347,024)
Increase in deferred financing costs (3,597) (5,264)
Capital contributions 25,529 1,054
Distributions to partners (85,089) (69,543)
--------- --------
Net cash provided by financing activities 9,354 16,355
(Decrease) increase in cash and cash equivalents (4,409) 19,164
Cash and cash equivalents at beginning of period 9,064 14,391
---------- -----------
Cash and cash equivalents at end of period $ 4,655 $ 33,555
========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Write-off of fully depreciated property and
deferred costs $ 19,213 $ 7,666
Acquisition of properties - (3,818)
Assumption of mortgage loans - 3,818
Conversion of convertible debentures 194 4,779
========== ==========
</TABLE>
See accompanying notes.
-15-
<PAGE>
LIBERTY PROPERTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
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 have been prepared in accordance with
accounting principles generally accepted in the United States ("US GAAP")
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 US GAAP 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, 1999. 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") is a self-administered and self-
managed Maryland real estate investment trust (a "REIT"). Substantially
all of the Trust's assets are owned directly or indirectly, and
substantially all of the Trust's operations are conducted directly or
indirectly, by its subsidiary, Liberty Property Limited Partnership, a
Pennsylvania limited partnership (the "Operating Partnership" and,
together with the Trust and its consolidated subsidiaries, the
"Company"). The Trust is the sole general partner and also a limited
partner of the Operating Partnership, with a combined common equity
interest in the Operating Partnership of 93.4% at June 30, 2000. The
Company provides leasing, property management, acquisition, development,
construction management and design management for a portfolio of
industrial and office properties which are located principally within the
Southeastern, Mid-Atlantic and Midwestern United States.
NOTE 3 - SEGMENT INFORMATION
----------------------------
The Company reviews performance of the portfolio on a geographical
basis, as such, the following regions are considered the Company's
reportable segments: Southeastern Pennsylvania; New Jersey; Lehigh
Valley, Pennsylvania; Virginia; the Carolinas; Jacksonville, Florida;
Detroit, Michigan; and all others combined (including Maryland, Tampa,
Florida; South Florida; Minneapolis, Minnesota; and the United Kingdom).
The Company's reportable segments are distinct business units, which are
each managed separately in order to concentrate market knowledge within
a geographical area. Within these reportable segments, the Company
derives its revenues from its two product types: industrial and office
properties.
-16-
<PAGE>
The Company evaluates performance of the reportable segments based on
property-level net operating income, which is calculated as rental
revenue and operating expense reimbursement less rental property
expenses and real estate taxes. The accounting policies of the
reportable segments are the same as those for the Company on a
consolidated basis. The operating information by segment is as follows
(in thousands):
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30, 2000
-----------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real-estate
related revenues $35,686 $10,327 $12,326 $11,043 $10,103 $10,497 $14,076 $25,604 $129,662
Rental property
expenses and
real estate taxes 9,624 3,196 2,518 2,280 2,784 2,548 4,728 7,991 35,669
-------- -------- -------- -------- ------- -------- -------- --------- --------
Property-level net
operating income 26,062 7,131 9,808 8,763 7,319 7,949 9,348 17,613 93,993
Other income/expenses, net 52,606
--------
Income before property dispositions and extraordinary item 41,387
Gain on property dispositions 4,395
Extraordinary item-loss on extinguishment of debt 228
--------
Net income $ 45,554
========
Net income allocated to general partners $ 40,331
========
Net income allocated to limited partners $ 5,223
========
</TABLE>
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30, 1999
------------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real-estate
related revenues $ 29,036 $ 10,671 $ 10,883 $ 9,991 $ 9,346 $ 9,941 $ 12,501 $ 21,391 $113,760
Rental property
expenses and
real estate taxes 7,853 3,131 2,248 1,925 2,677 2,202 4,321 6,332 30,689
-------- -------- -------- -------- -------- -------- -------- -------- --------
Property-level net
operating income 21,183 7,540 8,635 8,066 6,669 7,739 8,180 15,059 83,071
Other income/expenses, net 48,750
--------
Income before property dispositions and extraordinary item 34,321
Gain on property dispositions 11,942
Extraordinary item-loss on extinguishment of debt -
--------
Net income $ 46,263
========
Net income allocated to general partner $ 43,252
========
Net income allocated to limited partners $ 3,011
========
</TABLE>
-17-
<PAGE>
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 2000
-----------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real-estate
related revenues $71,060 $20,882 $24,642 $21,795 $19,724 $20,836 $28,034 $50,432 $257,405
Rental property
expenses and
real estate taxes 20,208 6,486 5,720 4,847 5,542 4,912 9,623 15,477 72,815
-------- -------- -------- -------- ------- -------- -------- -------- --------
Property-level net
operating income 50,852 14,396 18,922 16,948 14,182 15,924 18,411 34,955 184,590
Other income/expenses, net 104,133
--------
Income before property dispositions and extraordinary item 80,457
Gain on property dispositions 8,748
Extraordinary item-loss on extinguishment of debt 2,103
--------
Net income $ 87,102
========
Net income allocated to general partners $ 77,200
========
Net income allocated to limited partners $ 9,902
========
</TABLE>
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1999
------------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real-estate
related revenues $ 55,844 $ 22,326 $ 21,622 $ 19,969 $ 18,856 $ 19,822 $ 24,187 $ 42,125 $224,751
Rental property
expenses and
real estate taxes 15,703 6,603 4,625 4,189 5,401 4,498 8,058 12,582 61,659
-------- -------- -------- -------- -------- -------- -------- -------- --------
Property-level net
operating income 40,141 15,723 16,997 15,780 13,455 15,324 16,129 29,543 163,092
Other income/expenses, net 95,402
--------
Income before property dispositions and extraordinary item 67,690
Gain on property dispositions 13,211
Extraordinary item-loss on extinguishment of debt -
--------
Net income $ 80,901
========
Net income allocated to general partner $ 75,680
========
Net income allocated to limited partners $ 5,221
========
</TABLE>
NOTE 4 - SUBSEQUENT EVENTS
--------------------------------
On July 31, 2000, the Company consummated the sale of $200 million
principal amount of 8.50% senior notes due 2010. The aggregate net
proceeds from such issuance were approximately $197.1 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
-----------------------------------------------------------------------
OVERVIEW
The following discussion and analysis is based on a consolidated view of
the Company. Geographic segment data for the three and six months ended
June 30, 2000 and 1999 is included in Note 3 of the Notes to the Liberty
-18-
<PAGE>
Property Trust and Liberty Property Limited Partnership Financial
Statements.
In 2000, the Company has continued to pursue development and acquisition
opportunities and has continued to focus on increasing the cash flow from
its properties in operation by increasing property occupancy and
increasing rental rates.
The composition of the Company's properties in operation as of June 30,
2000 and 1999 is as follows (in thousands):
<TABLE>
<CAPTION>
TOTAL PERCENT OF TOTAL
SQUARE FEET SQUARE FEET PERCENT OCCUPIED
---------------- ---------------- ----------------
JUNE 30, JUNE 30, JUNE 30,
TYPE 2000 1999 2000 1999 2000 1999
------------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Industrial - Distribution 19,616 19,228 41.3% 42.2% 94.3% 94.8%
Industrial - Flex 12,788 13,032 26.9% 28.6% 94.4% 94.6%
Office 15,067 13,267 31.8% 29.2% 95.1% 93.5%
------- ------- ------- ------- ------- -------
Total 47,471 45,527 100.0% 100.0% 94.6% 94.4%
======= ======= ======= ======= ======= =======
</TABLE>
The expiring square feet and annual base rent by year for the properties
in operation as of June 30, 2000 are as follows (in thousands):
<TABLE>
<CAPTION>
INDUSTRIAL-
DISTRIBUTION INDUSTRIAL-FLEX OFFICE TOTAL
------------------ ------------------ ------------------ ------------------
SQUARE ANNUAL SQUARE ANNUAL SQUARE ANNUAL SQUARE ANNUAL
YEAR FEET BASE RENT FEET BASE RENT FEET BASE RENT FEET BASE RENT
---------- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2000 613 2,562 1,101 8,594 1,226 15,860 2,940 27,016
2001 3,316 14,119 2,101 16,107 1,804 22,253 7,221 52,479
2002 3,314 13,470 2,021 16,205 1,347 16,846 6,682 46,521
2003 1,896 9,073 2,072 18,559 1,453 19,549 5,421 47,181
2004 2,136 10,565 1,513 13,861 1,542 23,151 5,191 47,577
2005 2,058 10,646 1,089 10,656 2,374 33,348 5,521 54,650
Thereafter 5,174 26,856 2,178 22,482 4,590 75,048 11,942 124,386
------ -------- ------ -------- ------ -------- ------ --------
Total 18,507 87,291 12,075 106,464 14,336 206,055 44,918 399,810
====== ======== ====== ======== ====== ======== ====== ========
</TABLE>
The scheduled deliveries of the 3.9 million square feet of properties
under development as of June 30, 2000 are as follows (in thousands):
<TABLE>
<CAPTION>
SQUARE FEET
-----------------------------
SCHEDULED IND- IND- PERCENT PRE-LEASED
IN-SERVICE DATE DIST. FLEX OFFICE TOTAL JUNE 30, 2000 TOTAL INVESTMENT
---------------- ------ ------ ------- ------ ------------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
3rd Quarter 2000 - 304 96 400 84.3% $ 25,495
4th Quarter 2000 - 80 154 234 66.1% 21,942
1st Quarter 2001 276 - - 276 100.0% 13,691
2nd Quarter 2001 1,015 104 141 1,260 87.5% 77,910
Thereafter 1,047 313 398 1,758 8.2% 120,552
------ ------ ------- ------ ------ ----------
Total 2,338 801 789 3,928 51.3% $259,590
====== ====== ======= ====== ====== ==========
</TABLE>
-19-
<PAGE>
RESULTS OF OPERATIONS
The following discussion is based on the consolidated financial
statements of the Company. It compares the results of operations of the
Company for the three and six months ended June 30, 2000 (unaudited) with
the results of operations of the Company for the three and six months
ended June 30, 1999 (unaudited). As a result of the development,
acquisition and disposition activities by the Company in 2000 and 1999,
the overall operating results of the Company during such periods are not
directly comparable. However, certain data, including the "Same Store"
comparison, do lend themselves to direct comparison. 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.
For the three and six months ended June 30, 2000 compared to the three
and six months ended June 30, 1999.
-----------------------------------------------------------------------
Total revenue (principally rental revenue and operating expense
reimbursement) increased to $131.0 million from $115.2 million for the
three months ended June 30, 2000 compared to the same period in 1999, and
increased to $260.0 million from $227.4 million for the six months ended
June 30, 2000 as compared to the same period in 1999. These increases
are primarily due to the increase in the number of properties in
operation during the respective periods. As of June 30, 1999, the
Company had 627 properties in operation and, as of June 30, 2000, the
Company had 649 properties in operation. From January 1, 1999 through
March 31, 1999 and from April 1, 1999 through June 30, 1999 the Company
completed the development on or acquired 19 properties and 15 properties,
respectively, for Total Investments (as defined below) of approximately
$71.2 million and $120.0 million, respectively. From January 1, 2000
through March 31, 2000 and from April 1, 2000 through June 30, 2000, the
Company completed the development on or acquired 15 properties and seven
properties, respectively, for Total Investments of approximately $130.7
million and $53.0 million, respectively. Offsetting the increases in the
number of properties developed and acquired and the related Total
Investments during the periods were property dispositions. From January
1, 1999 through March 31, 1999, and from April 1, 1999 through June 30,
1999, the Company sold two and 14 properties, respectively, for
approximately $8.7 million and $51.3 million, respectively. From January
1, 2000 through March 31, 2000, and from April 1, 2000 through June 30,
2000, the Company sold three and three properties, respectively, for
approximately $30.2 million and $10.5 million, respectively.
Additionally, during the periods from January 1, 2000 through March 31,
2000 and from April 1, 2000 through June 30, 2000, the Company sold one
and two parcels of land for approximately $1.4 million and $7.9 million,
respectively. There were no land sales during the six months ended June
30, 1999. The "Total Investment" for a property is defined as the
property's purchase price plus closing costs and management's estimate,
as determined at the time of acquisition, of the cost of necessary
building improvements in the case of acquisitions, or land costs and land
and building improvement costs in the case of development projects, and
where appropriate, other development costs and carrying costs required to
reach rent commencement.
Rental property and real estate tax expenses increased to $35.7 million
from $30.7 million for the three months ended June 30, 2000 compared to
-20-
<PAGE>
the same period in 1999, and to $72.8 million from $61.7 million for the
six months ended June 30, 2000 compared to the same period in 1999. This
increase is due to the increase in the number of properties owned during
the respective periods.
Property-level operating income for the "Same Store" properties
(properties owned as of January 1, 1999) increased to $156.1 million for
the six months ended June 30, 2000 from $151.7 million for the six months
ended June 30, 1999, with straightlining (which recognizes rental revenue
evenly over the life of the lease), and increased to $153.0 million for
the six months ended June 30, 2000 from $148.6 million for the six months
ended June 30, 1999, without straightlining. These increases of 3.0% are
due to increases in the rental rates for the properties.
Set forth below is a schedule comparing the property-level operating
income for the "Same Store" properties for the six months ended June 30,
2000 and 1999 (in thousands).
<TABLE>
<CAPTION>
WITH STRAIGHTLINING WITHOUT STRAIGHTLINING
------------------------------ ------------------------------
SIX MONTHS ENDED SIX MONTHS ENDED
------------------------------ ------------------------------
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Rental Revenue $158,097 $153,391 $154,953 $150,307
Operating expense reimbursement 59,852 54,604 59,852 54,604
-------- -------- -------- --------
217,949 207,995 214,805 204,911
Rental property expense 40,967 38,450 40,967 38,450
Real estate taxes 20,848 17,891 20,848 17,891
-------- -------- -------- --------
Property-level operating income $156,134 $151,654 $152,990 $148,570
======== ======== ======== ========
</TABLE>
General and administrative expenses increased to $4.8 million for the
three months ended June 30, 2000 from $3.9 million for the three months
ended June 30, 1999, and to $9.3 million for the six months ended June
30, 2000 from $7.9 million for the six months ended June 30, 1999. This
increase is due to the increase in personnel and other related overhead
costs necessitated by the increase in the number of properties in
operation during the respective periods.
Depreciation and amortization expense increased to $22.8 million for the
three months ended June 30, 2000 from $20.4 million for the three months
ended June 30, 1999, and to $45.5 million for the six months ended June
30, 2000, from $40.6 million for the six months ended 1999. This
increase is due to an increase in the number of properties owned during
the respective periods.
Interest expense increased to $26.4 million for the three months ended
June 30, 2000 from $25.8 million for the three months ended June 30,
1999, and to $52.0 million for the six months ended June 30, 2000 from
$49.6 million for the six months ended 1999. These increases are due to
an increase in the average debt outstanding for the respective periods
which was $1,564.3 million for the three months ended June 30, 2000
compared to $1,497.2 million for the three months ended June 30, 1999,
and $1,540.0 million for the six months ended June 15, 2000 compared to
$1,472.7 million for the six months ended June 30, 1999. In addition,
the weighted average interest rates for the respective periods have
increased from 7.24% for the six months ended June 30, 1999 to 7.53% for
-21-
<PAGE>
the six months ended June 30, 2000, and from 7.23% for the six months
ended June 30, 1999 to 7.52% for the six months ended June 30, 2000.
In the second quarter of 2000, the Company realized a gain on sale of
$4.4 million, due to the sale of three properties and two parcels of land
for $18.4 million, and during the six months ended June 30, 2000 the
Company realized a gain on sale of $8.7 million, due to the sale of six
properties and three parcels of land for $50.0 million. In the second
quarter of 1999, the Company realized a gain on sale of $11.9 million,
due to the sale of 14 properties for $51.3 million, and during the six
months ended June 30, 1999 the Company realized a gain on sale of $13.2
million, due to the sale of 16 properties for $60.0 million.
In the second quarter of 2000, the Company repurchased $1.2 million
principal amount of the Exchangeable Subordinated Debentures due 2001 of
the Operating Partnership (the "Convertible Debentures"). This resulted
in the recognition of an extraordinary loss in the second quarter of 2000
totaling $228,000. During the six months ended June 30, 2000, the
Company repurchased $10.9 million principal amount of the Exchangeable
Subordinated Debentures due 2001. This resulted in the recognition of
an extraordinary loss in the six months ended June 30, 2000 totaling $2.1
million. These losses represent the redemption premium and the write-off
of related deferred financing costs. There were no extraordinary items
in the six months ended June 30, 1999.
As a result of the foregoing, the Company's income before minority
interest decreased to $45.6 million for the three months ended
June 30, 2000 from $46.3 million for the three months ended June 30,
1999, and increased to $87.1 million for the six months ended June 30,
2000 from $80.9 million for the six months ended June 30, 1999. In
addition, net income decreased to $40.3 million for the three months
ended June 30, 2000 from $43.3 million for the three months ended June
30, 1999, and increased to $77.2 million for the six months ended June
30, 2000 from $75.7 million for the six months ended June 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the Company had cash and cash equivalents of $4.7
million.
Net cash flow provided by operating activities decreased to $120.0
million for the six months ended June 30, 2000 from $131.2 million for
the six months ended June 30, 1999. This $11.2 million decrease was
primarily due to the fluctuations in accounts payable and prepaid
expenses and other assets during the respective periods.
Net cash used in investing activities increased to $133.8 million for the
six months ended June 30, 2000 from $128.4 million for the six months
ended June 30, 1999. This increase primarily resulted from an increase
in land held for development and decreased disposition activity in 2000.
Net cash provided by financing activities decreased to $9.4 million for
the six months ended June 30, 2000 from $16.4 million for the six months
ended June 30, 1999. This decrease is primarily due to the retirement of
convertible debentures.
The Company believes that its undistributed cash flow from operations is
adequate to fund its short-term liquidity requirements.
The Company funds its acquisitions and completed development with long-
term capital sources. In the six months ended June 30, 2000, these
-22-
<PAGE>
activities were funded on a temporary basis through a $325.0 million
unsecured line of credit (the "$325 Million Credit Facility"), which was
replaced in April 2000.
In April 2000, the Company increased its borrowing capacity and obtained
a new $450 million unsecured revolving credit facility (the "$450 Million
Credit Facility") replacing the $325 Million Credit Facility and a $90
million term loan due January 2001 (the "$90 Million Term Loan").
The interest rate on borrowings under the $450 Million Credit Facility
fluctuates based upon the Company's leverage levels or ratings from
Moody's Investors Services, Inc. ("Moody's") and Standard & Poor's
Ratings Group ("Standard & Poor's"). Moody's and Standard & Poor's
currently assign senior debt ratings to the Company of Baa3 and BBB-,
respectively. At these ratings, as of July 31, 2000, the interest rate
for borrowings under the $450 Million Credit Facility is 115 basis points
over LIBOR.
As of June 30, 2000, $370.3 million in mortgage loans and $895.0 million
in unsecured notes were outstanding. The interest rates on $1,259.0
million of mortgage loans and unsecured notes are fixed and range from
5.0% to 9.1%. The interest rates on $6.3 million of mortgage loans float
with LIBOR or a municipal bond index, none of which is subject to a cap.
The weighted average remaining term for the mortgage loans and the
unsecured notes is 7.6 years. The scheduled maturities of principal
amortization of the Company's mortgage loans and the unsecured notes
outstanding and the related weighted average interest rates as of June
30, 2000 are as follows (in thousands):
<TABLE>
<CAPTION>
MORTGAGES UNSECURED WEIGHTED
-------------------------- NOTES AND AVERAGE
AMORTIZATION MATURITIES TERM LOAN TOTAL INTEREST RATE
------------ ---------- ---------- ---------- --------------
<S> <C> <C> <C> <C> <C>
2000 $ 5,254 $ 5,314 $ - $ 10,568 8.0%
2001 9,246 20,122 - 29,368 7.1%
2002 8,147 - 100,000 108,147 6.7%
2003 8,127 26,606 50,000 84,733 7.3%
2004 8,205 16,341 100,000 124,546 7.0%
2005 7,132 115,051 - 122,183 7.6%
2006 5,046 30,079 100,000 135,125 7.2%
2007 4,592 - 100,000 104,592 7.3%
2008 4,280 28,835 - 33,115 7.2%
2009 2,163 42,069 270,000 314,232 7.8%
2010 1,367 - - 1,367 7.7%
2011 1,104 3,303 - 4,407 7.7%
2012 193 17,674 - 17,867 7.7%
2013 - - 75,000(1) 75,000 6.4%
2018 - - 100,000 100,000 7.5%
--------- --------- --------- ---------- -------
$ 64,856 $ 305,394 $ 895,000 $1,265,250 7.3%
========= ========= ========= ========== =======
</TABLE>
(1) Callable 2003.
GENERAL
The Company believes that its existing sources of capital will provide
sufficient funds to finance its continued development and acquisition
activities. The Company's existing sources of capital include the public
debt and equity markets, proceeds from property dispositions and net
cash provided from its operating activities. Additionally, the Company
expects to incur variable rate debt, including borrowings under the $450
Million Credit Facility, from time to time.
-23-
<PAGE>
In 1999, the Company received approximately $93.0 million in aggregate
net proceeds from the issuance of 9.25% Series B Cumulative Redeemable
Preferred Units, $135.0 million from the closing of a two-year unsecured
term loan, and approximately $246.0 million in aggregate net proceeds
from the issuance of unsecured notes. In 2000, the Company received
approximately $19.5 million in aggregate net proceeds from the issuance
of 9.125% Series C Cumulative Redeemable Preferred Units, and
approximately $197.1 million in aggregate net proceeds from the issuance
of unsecured notes. The Company used the aggregate net proceeds from
issuance of the preferred units, term loan and unsecured notes to fund
the Company's activities, including paying down the credit facility,
which funds development and acquisition activity.
In October 1999, the Board of Trustees authorized a share repurchase
program. Pursuant to the Plan, the Company may purchase up to $100
million of the Company's Common Shares, Convertible Debentures or
Preferred Shares. Through July 31, 2000, the Company purchased 59,100
Common Shares and purchased Convertible Debentures exchangeable into
877,950 Common Shares. The total cost for the purchase of the Common
Shares and Convertible Debentures was approximately $21.9 million.
The Company has an effective S-3 shelf registration statement on file
with the Securities and Exchange Commission. As of July 31, 2000, the
Company had the capacity pursuant to this shelf registration statement to
issue $688.4 million in equity securities and the Operating Partnership
had the capacity to issue $508.0 million in debt securities.
In April 2000, the Company obtained a new, three year, $450 million
unsecured revolving credit facility replacing a $325 million unsecured
revolving credit facility due May 2000 and a $90 million term loan
January 2001. The interest rate for the loan, as of July 31, 2000, is
115 basis points over LIBOR.
CALCULATION OF FUNDS FROM OPERATIONS
Management generally considers Funds from operations (as defined below) a
useful financial performance measure of the operating performance of an
equity REIT, because, together with net income and cash flows, Funds from
operations provides investors with an additional basis to evaluate the
ability of a REIT to incur and service debt and to fund development,
acquisitions and capital expenditures. Funds from operations is defined
by NAREIT as net income (computed in accordance with generally accepted
accounting principles), excluding gains (or losses) from sales of
property, plus depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. Funds from operations
does not represent net income or cash flows from operations as defined by
generally accepted accounting principles and does not necessarily
indicate that cash flows will be sufficient to fund cash needs. It
should not be considered as an alternative to net income as an indicator
of the Company's operating performance or to cash flows as a measure of
liquidity. Funds from operations also does not represent cash flows
generated from operating, investing or financing activities as defined by
-24-
<PAGE>
generally accepted accounting principles. Funds from operations for the
three and six months ended June 30, 2000 and June 30, 1999 are as follows
(in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
(IN THOUSANDS)
-------------------------------
JUNE 30, 2000 JUNE 30, 1999
-------------- --------------
<S> <C> <C>
Income available to common shareholders $ 37,581 $ 40,502
Addback:
Minority interest less preferred unit distributions 2,656 3,011
Depreciation and amortization 22,450 20,064
Extraordinary item-loss on extinguishment of debt 228 -
Gain on sale of property (4,395) (11,942)
========= =========
Funds from operations $ 58,520 $ 51,635
========= =========
SIX MONTHS ENDED
(IN THOUSANDS)
-------------------------------
JUNE 30, 2000 JUNE 30, 1999
-------------- --------------
<S> <C> <C>
Income available to common shareholders $ 71,700 $ 70,180
Addback:
Minority interest less preferred unit distributions 5,138 5,221
Depreciation and amortization 44,712 39,898
Extraordinary item-loss on extinguishment of debt 2,103 -
Gain on sale of property (8,748) (13,211)
========= =========
Funds from operations $ 114,905 $102,088
========= =========
</TABLE>
INFLATION
---------
Inflation has remained relatively low during the last three years, and as
a result, it has not had a significant impact on the Company during this
period. The $450 Million Credit Facility bears interest at a variable
rate; therefore, the amount of interest payable under the $450 Million
Credit Facility 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
tenants' 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------
There have been no material changes to the Company's exposure to market
risk since its Annual Report on Form 10-K for the year ended December 31,
1999.
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<PAGE>
PART II: OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
On April 18, 2000, the Operating Partnership issued 800,000
9.125% Series C Cumulative Redeemable Preferred Units of Limited
Partnership Interest (the "Units"). The aggregate sale price of the
Units was $20.0 million. The Units were sold to an institutional
investor in a private placement in reliance on the exemption from
registration under Section 4(2) of the Securities Act of 1933, as
amended. The Units are convertible after ten years (or, under limited
circumstances, a shorter period of time), on a one-for-one basis, into
the 9.125% Series C Cumulative Redeemable Preferred Shares of Beneficial
Interest of the Trust (the "Preferred Shares"), which were authorized
for issuance by the Trust in connection with this transaction. The
Units have identical rights, preferences and privileges as the Preferred
Shares. The Units do not include any mandatory redemption or sinking
fund provisions. The holders of the Units have certain rights to cause
the Trust to register the Preferred Shares pursuant to the terms of a
registration rights agreement entered into in connection with this
private placement.
The aggregate net proceeds of the sale of the Units,
approximately $19.5 million, were used to repay the borrowings under the
$325 Million Credit Facility.
In connection with the sale of the Units, the Operating
Partnership amended its Second Restated and Amended Agreement of Limited
Partnership, as amended, pursuant to the Second Amendment thereto, filed
as Exhibit 3.1.1 to this Report. The Articles Supplementary to the
Amended and Restated Declaration of Trust of the Trust creating the
Preferred Shares are filed as Exhibit 3.1.2 to this Report.
The Units are pari passu with the 8.80% Series A Cumulative
Redeemable Preferred Units of Limited Partnership and the 9.25% Series B
Cumulative Redeemable Preferred Units of Limited Partnership of the
Operating Partnership, and senior to all other units of limited
partnership interest of the Operating Partnership. The Preferred Shares
are pari passu with the 8.80% Series A Cumulative Redeemable Preferred
Shares of Beneficial Interest and the 9.25% Series B Cumulative
Redeemable Preferred Shares of Beneficial Interest of the Trust, and
senior to the Common Shares of Beneficial Interest of the Trust.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
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<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1.1 Articles Supplementary to the Amended and Restated
Declaration of Trust of the Trust relating to the 9.125% Series C
Cumulative Redeemable Preferred Shares of Beneficial Interest.
(Incorporated by reference to Exhibit 3.1.1 to the Quarterly Report on
Form 10-Q of the Trust and Operating Partnership for the fiscal quarter
ended March 31, 2000 (the "March 2000 10-Q")).
3.1.2 Second Amendment to Second Restated and Amended
Agreement of Limited Partnership of the Operating Partnership.
(Incorporated by reference to Exhibit 3.1.2 to the March 2000 10-Q).
3.1.3 Amended and Restated By-laws of the Trust.
4 Fourth Supplemental Indenture, dated as of July 26,
2000, between the Operating Partnership, as Issuer, and Bank One Trust
Company, N.A., as Trustee, supplementing the Senior Indenture, dated as
of October 24, 1997, between the Operating Partnership, as Obligor, and
Bank One Trust Company, N.A. (as successor to the First National Bank of
Chicago), as Trustee, and relating to $200,000,000 principal amount of
8.50% Senior Notes due 2010 of the Operating Partnership.
b. Reports on Form 8-K
None
-27-
<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
/s/ WILLARD G. ROUSE III August 10, 2000
------------------------------------- --------------------------
Willard G. Rouse III Date
Chairman of the Board of Trustees,
President and Chief Executive Officer
/s/ GEORGE J. ALBURGER, JR. August 10, 2000
------------------------------------- --------------------------
George J. Alburger, Jr. Date
Chief Financial Officer
LIBERTY PROPERTY LIMITED PARTNERSHIP
By: LIBERTY PROPERTY TRUST, GENERAL PARTNER
/s/ WILLARD G. ROUSE III August 10, 2000
------------------------------------- --------------------------
Willard G. Rouse III Date
Chairman of the Board of Trustees,
President and Chief Executive Officer
/s/ GEORGE J. ALBURGER, JR. August 10, 2000
------------------------------------- --------------------------
George J. Alburger, Jr. Date
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -------------------------------------------------------
3.1.1 Articles Supplementary to the Amended and Restated
Declaration of Trust of the Trust relating to the
9.125% Series C Cumulative Redeemable Preferred Shares
of Beneficial Interest. (Incorporated by reference to
Exhibit 3.1.1 to the Quarterly Report on Form 10-Q of
the Trust and Operating Partnership for the fiscal
quarter ended March 31, 2000 (the "March 2000 10-Q")).
3.1.2 Second Amendment to Second Restated and Amended
Agreement of Limited Partnership of the Operating
Partnership. (Incorporated by reference to Exhibit
3.1.2 to the March 2000 10-Q).
3.1.3 Amended and Restated By-laws of the Trust.
4 Fourth Supplemental Indenture, dated as of July 26,
2000, between the Operating Partnership, as Issuer, and
Bank One Trust Company, N.A., as Trustee, supplementing
the Senior Indenture, dated as of October 24, 1997,
between the Operating Partnership, as Obligor, and Bank
One Trust Company, N.A. (as successor to the First
National Bank of Chicago), as Trustee, and relating to
$200,000,000 principal amount of 8.50% Senior Notes
due 2010 of the Operating Partnership.
27 Financial Data Schedule (EDGAR version only)
