Attached files
| file | filename |
|---|---|
| EX-2.4 - EX-2.4 - LIBERTY PROPERTY TRUST | a13-27176_1ex2d4.htm |
| EX-2.3 - EX-2.3 - LIBERTY PROPERTY TRUST | a13-27176_1ex2d3.htm |
| EX-2.1 - EX-2.1 - LIBERTY PROPERTY TRUST | a13-27176_1ex2d1.htm |
| EX-2.2 - EX-2.2 - LIBERTY PROPERTY TRUST | a13-27176_1ex2d2.htm |
| EX-99.1 - EX-99.1 - LIBERTY PROPERTY TRUST | a13-27176_1ex99d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 24, 2013
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
|
Maryland |
|
1-13130 |
|
23-7768996 |
|
Pennsylvania |
|
1-13132 |
|
23-2766549 |
|
(State or other jurisdiction of |
|
(Commission File Number) |
|
(I.R.S. Employer Identification |
|
500 Chesterfield Parkway |
|
|
Malvern, PA |
19355 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrants’ telephone, including area code: (610) 648-1700
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 13, 2013, Liberty Property Limited Partnership (the “Operating Partnership”) and Liberty Property Trust (the “Trust” and, collectively with the Operating Partnership, the “Company”) reported in a Current Report on Form 8-K (the “Form 8-K”) that the Company had entered into an Agreement of Sale and Purchase (as amended, the “Purchase Agreement”) pursuant to which the Buyer named in the Form 8-K had agreed to purchase (the “Transaction”) all of Company’s right, title and interest in a real estate portfolio that includes the Company’s Jacksonville, Florida portfolio in its entirety, all of the Company’s office properties in Maryland, Southern New Jersey and the Fort Washington suburb of Philadelphia, and flex properties in Minnesota. The properties consist of 97 buildings containing an aggregate of 6.6 million square feet of space and 159 acres of land. The proceeds from the sale are $697.25 million.
On December 24, 2013, the Company and the Buyer closed on the first of two planned settlements under the Purchase Agreement. The proceeds from the first settlement were $367.7 million and included 49 properties totalling approximately four million square feet of space and 140 acres of land. The closing date for the remaining settlement is projected for late January 2014.
The Agreement of Sale and Purchase, dated as of November 7, 2013, for the Transaction, and the First, Second and Third Amendments thereto, dated as of December 4, 2013, December 17, 2013 and December 23, 2013, respectively, are filed herewith as Exhibits 2.1, 2.2,2.3 and 2.4, respectively.
Item 7.01 Regulation FD Disclosure.
On December 30, 2013 the Company issued a press release announcing the closing of the first settlement of the Transaction. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this item 7.01 by this reference.
The information contained in this Item 7.01, including the information set forth in the Press Release attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in the Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01 Financial Statements and Exhibits
(a) Unaudited Pro Forma Condensed Consolidated Information
Liberty Property Trust
Pro Forma Condensed Consolidated Financial Statements
Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2013
Pro Forma Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2013 and 2012
Pro Forma Condensed Consolidated Statements of Operations for the Years Ended December 31, 2012, 2011 and 2010
Notes to Pro Forma Condensed Consolidated Financial Statements
Liberty Property Limited Partnership
Pro Forma Condensed Consolidated Financial Statements
Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2013
Pro Forma Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2013 and 2012
Pro Forma Condensed Consolidated Statements of Operations for the Years Ended December 31, 2012, 2011 and 2010
Liberty Property Trust
Pro Forma Condensed Consolidated Financial Statements
(unaudited)
On December 24, 2013, the Company closed on the first settlement (the “December settlement”) of the Transaction. The proceeds from the first settlement were $367.7 million and included 49 properties totalling approximately four million square feet and 140 acres of land. The closing date for the remaining settlement is projected for late January 2014 (the “January settlement”).
The accompanying Pro Forma Consolidated Balance Sheet as of September 30, 2013 presents our historical amounts, adjusted for the effects of the Transaction, as if the Transaction had occurred on September 30, 2013.
The accompanying Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what our actual financial position would have been had the Transaction actually occurred on September 30, 2013, nor does it purport to represent our future financial position.
The accompanying Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2013 and 2012 and the years ended December 31, 2012, 2011 and 2010 present our historical amounts, adjusted for the effects of the Transaction, as if it had occurred on January 1, 2010.
The accompanying Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2013 and 2012 and the years ended December 31, 2012, 2011 and 2010 are unaudited and are not necessarily indicative of what our actual results of operations would have been had the Transaction actually occurred on January 1, 2010, nor do they purport to represent our future results of operations.
Liberty Property Trust
Pro Forma Condensed Consolidated Balance Sheet
September 30, 2013
(Unaudited )
|
|
|
Liberty Property Trust |
|
|
|
|
|
|
|
|
| |||||
|
|
|
Historical |
|
Transaction |
|
|
|
|
| |||||||
|
|
|
September 30, 2013 |
|
December settlement |
|
January settlement |
|
Use of proceeds |
|
Pro Forma |
| |||||
|
|
|
(A) |
|
(B1) |
|
(B2) |
|
(C) |
|
|
| |||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Net real estate |
|
$ |
4,721,613 |
|
$ |
(310,150 |
) |
$ |
(261,666 |
) |
$ |
— |
|
$ |
4,149,797 |
|
|
Cash and cash equivalents |
|
1,124,570 |
|
— |
|
— |
|
685,997 |
(C1) |
1,810,567 |
| |||||
|
Restricted cash |
|
35,705 |
|
— |
|
— |
|
— |
|
35,705 |
| |||||
|
Assets held for sale |
|
— |
|
— |
|
— |
|
— |
|
— |
| |||||
|
Other assets |
|
569,113 |
|
(15,912 |
) |
(14,974 |
) |
— |
|
538,227 |
| |||||
|
Total assets |
|
$ |
6,451,001 |
|
$ |
(326,062 |
) |
$ |
(276,640 |
) |
$ |
685,997 |
|
$ |
6,534,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Mortgage loans |
|
$ |
309,279 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
309,279 |
|
|
Unsecured notes |
|
2,707,985 |
|
— |
|
— |
|
— |
|
2,707,985 |
| |||||
|
Credit facility |
|
— |
|
— |
|
— |
|
— |
|
— |
| |||||
|
Other liabilities |
|
354,026 |
|
(1,744 |
) |
(1,809 |
) |
— |
|
350,473 |
| |||||
|
Total liabilities |
|
3,371,290 |
|
(1,744 |
) |
(1,809 |
) |
— |
|
3,367,737 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Noncontrolling interest - operating partnership |
|
7,537 |
|
— |
|
— |
|
— |
|
7,537 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Common shares |
|
147 |
|
— |
|
— |
|
— |
|
147 |
| |||||
|
Additional paid-in capital |
|
3,650,766 |
|
— |
|
— |
|
— |
|
3,650,766 |
| |||||
|
Accumulated other comprehensive income |
|
3,039 |
|
— |
|
— |
|
— |
|
3,039 |
| |||||
|
Distributions in excess of net income |
|
(591,764 |
) |
— |
|
— |
|
84,712 |
(C2) |
(507,052 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Common shares in treasury |
|
(51,951 |
) |
— |
|
— |
|
— |
|
(51,951 |
) | |||||
|
Total shareholders’ equity |
|
3,010,237 |
|
— |
|
— |
|
84,712 |
|
3,094,949 |
| |||||
|
Noncontrolling interest - operating partnership |
|
58,513 |
|
— |
|
— |
|
2,136 |
(C2) |
60,649 |
| |||||
|
Noncontrolling interest - consolidated joint ventures |
|
3,424 |
|
— |
|
— |
|
— |
|
3,424 |
| |||||
|
Total equity |
|
3,072,174 |
|
— |
|
— |
|
86,848 |
|
3,159,022 |
| |||||
|
Total liabilities, noncontrolling interest - operating partnership & equity |
|
$ |
6,451,001 |
|
$ |
(1,744 |
) |
$ |
(1,809 |
) |
$ |
86,848 |
|
$ |
6,534,296 |
|
See accompanying notes.
Liberty Property Trust
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2013
(Unaudited and in thousands, except per share amounts)
|
|
|
Liberty Property Trust |
|
Transaction |
|
|
| ||||||
|
|
|
Historical |
|
December settlement |
|
January settlement |
|
Pro Forma |
| ||||
|
|
|
D1 |
|
D2 |
|
D3 |
|
|
| ||||
|
Operating Revenue |
|
|
|
|
|
|
|
|
| ||||
|
Rental |
|
$ |
375,702 |
|
$ |
(28,920 |
) |
$ |
(23,977 |
) |
$ |
322,805 |
|
|
Operating expense reimbursement |
|
160,476 |
|
(13,344 |
) |
(15,159 |
) |
131,973 |
| ||||
|
Total operating revenue |
|
536,178 |
|
(42,264 |
) |
(39,136 |
) |
454,778 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Expenses |
|
|
|
|
|
|
|
|
| ||||
|
Rental property |
|
99,746 |
|
(9,250 |
) |
(10,818 |
) |
79,678 |
| ||||
|
Real estate taxes |
|
65,007 |
|
(5,117 |
) |
(4,086 |
) |
55,804 |
| ||||
|
General and administrative |
|
53,552 |
|
— |
|
— |
|
53,552 |
| ||||
|
Depreciation and amortization |
|
135,560 |
|
(11,494 |
) |
(9,909 |
) |
114,157 |
| ||||
|
Total operating expenses |
|
353,865 |
|
(25,861 |
) |
(24,813 |
) |
303,191 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Income |
|
182,313 |
|
(16,403 |
) |
(14,323 |
) |
151,587 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income/Expense |
|
|
|
|
|
|
|
|
| ||||
|
Interest and other |
|
7,612 |
|
— |
|
— |
|
7,612 |
| ||||
|
Interest |
|
(101,141 |
) |
— |
|
— |
|
(101,141 |
) | ||||
|
Total other income/expense |
|
(93,529 |
) |
— |
|
— |
|
(93,529 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income before property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures |
|
88,784 |
|
(16,403 |
) |
(14,323 |
) |
58,058 |
| ||||
|
Gain on property dispositions |
|
6,829 |
|
— |
|
— |
|
6,829 |
| ||||
|
Income taxes |
|
(1,780 |
) |
— |
|
— |
|
(1,780 |
) | ||||
|
Equity in earnings (loss) of unconsolidated joint ventures |
|
3,973 |
|
— |
|
— |
|
3,973 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations |
|
97,806 |
|
(16,403 |
) |
(14,323 |
) |
67,080 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Noncontrolling interest - operating partnerships |
|
(5,895 |
) |
461 |
D4 |
403 |
D4 |
(5,031 |
) | ||||
|
Noncontrolling interest - consolidated joint ventures |
|
(406 |
) |
— |
|
— |
|
(406 |
) | ||||
|
Income from continuing operations available to common shareholders |
|
$ |
91,505 |
|
$ |
(15,942 |
) |
$ |
(13,920 |
) |
$ |
61,643 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per common share |
|
|
|
|
|
|
|
|
| ||||
|
Basic income from continuing operations |
|
$ |
0.73 |
|
|
|
|
|
$ |
0.49 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Diluted income from continuing operations |
|
$ |
0.73 |
|
|
|
|
|
$ |
0.49 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
124,889 |
|
|
|
|
|
124,889 |
| ||||
|
Diluted |
|
125,655 |
|
|
|
|
|
125,655 |
| ||||
See accompanying notes.
Liberty Property Trust
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2012
(Unaudited and in thousands, except per share amounts)
|
|
|
Liberty Property Trust |
|
Transaction |
|
|
| ||||||||
|
|
|
Historical |
|
December settlement |
|
January settlement |
|
Pro Forma |
| ||||||
|
|
|
D1 |
|
D2 |
|
D3 |
|
|
| ||||||
|
Operating Revenue |
|
|
|
|
|
|
|
|
| ||||||
|
Rental |
|
$ |
348,955 |
|
$ |
(28,082 |
) |
$ |
(24,713 |
) |
$ |
296,160 |
| ||
|
Operating expense reimbursement |
|
148,187 |
|
(12,628 |
) |
(14,540 |
) |
121,019 |
| ||||||
|
Total operating revenue |
|
497,142 |
|
(40,710 |
) |
(39,253 |
) |
417,179 |
| ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Operating Expenses |
|
|
|
|
|
|
|
|
| ||||||
|
Rental property |
|
93,840 |
|
(8,087 |
) |
(10,532 |
) |
75,221 |
| ||||||
|
Real estate taxes |
|
59,167 |
|
(5,055 |
) |
(4,292 |
) |
49,820 |
| ||||||
|
General and administrative |
|
46,391 |
|
— |
|
— |
|
46,391 |
| ||||||
|
Depreciation and amortization |
|
120,337 |
|
(9,585 |
) |
(10,147 |
) |
100,605 |
| ||||||
|
Total operating expenses |
|
319,735 |
|
(22,727 |
) |
(24,971 |
) |
272,037 |
| ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Operating Income |
|
177,407 |
|
(17,983 |
) |
(14,282 |
) |
145,142 |
| ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Other Income/Expense |
|
|
|
|
|
|
|
|
| ||||||
|
Interest and other |
|
7,055 |
|
— |
|
— |
|
7,055 |
| ||||||
|
Interest |
|
(88,941 |
) |
— |
|
— |
|
(88,941 |
) | ||||||
|
Total other income/expense |
|
(81,886 |
) |
— |
|
— |
|
(81,886 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Income before property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures |
|
95,521 |
|
(17,983 |
) |
(14,282 |
) |
63,256 |
| ||||||
|
Gain on property dispositions |
|
2,859 |
|
— |
|
— |
|
2,859 |
| ||||||
|
Income taxes |
|
(645 |
) |
— |
|
— |
|
(645 |
) | ||||||
|
Equity in earnings (loss) of unconsolidated joint ventures |
|
(1,397 |
) |
— |
|
— |
|
(1,397 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Income from continuing operations |
|
96,338 |
|
(17,983 |
) |
(14,282 |
) |
64,073 |
| ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Noncontrolling interest - operating partnerships |
|
(7,835 |
) |
558 |
D4 |
443 |
D4 |
(6,834 |
) | ||||||
|
Noncontrolling interest - consolidated joint ventures |
|
— |
|
— |
|
— |
|
— |
| ||||||
|
Income from continuing operations available to common shareholders |
|
$ |
88,503 |
|
$ |
(17,425 |
) |
$ |
(13,839 |
) |
$ |
57,239 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Earnings per common share |
|
|
|
|
|
|
|
|
| ||||||
|
Basic income from continuing operations |
|
$ |
0.76 |
|
|
|
|
|
$ |
0.49 |
| ||||
|
Diluted income from continuing operations |
|
$ |
0.75 |
|
|
|
|
|
$ |
0.49 |
| ||||
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| ||||||
|
Basic |
|
116,625 |
|
|
|
|
|
116,625 |
| ||||||
|
Diluted |
|
117,462 |
|
|
|
|
|
117,462 |
| ||||||
See accompanying notes.
Liberty Property Trust
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2012
(Unaudited and in thousands, except per share amounts)
|
|
|
Liberty Property Trust |
|
Transaction |
|
|
| ||||||
|
|
|
Historical |
|
December settlement |
|
January settlement |
|
Pro Forma |
| ||||
|
|
|
D1 |
|
D1 |
|
D3 |
|
|
| ||||
|
Operating Revenue |
|
|
|
|
|
|
|
|
| ||||
|
Rental |
|
$ |
478,835 |
|
$ |
(37,329 |
) |
$ |
(32,936 |
) |
$ |
408,570 |
|
|
Operating expense reimbursement |
|
206,717 |
|
(16,746 |
) |
(20,216 |
) |
169,755 |
| ||||
|
Total operating revenue |
|
685,552 |
|
(54,075 |
) |
(53,152 |
) |
578,325 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Expenses |
|
|
|
|
|
|
|
|
| ||||
|
Rental property |
|
133,630 |
|
(11,080 |
) |
(15,169 |
) |
107,381 |
| ||||
|
Real estate taxes |
|
79,859 |
|
(6,475 |
) |
(5,734 |
) |
67,650 |
| ||||
|
General and administrative |
|
64,730 |
|
— |
|
— |
|
64,730 |
| ||||
|
Depreciation and amortization |
|
165,628 |
|
(12,788 |
) |
(13,688 |
) |
139,152 |
| ||||
|
Total operating expenses |
|
443,847 |
|
(30,343 |
) |
(34,591 |
) |
378,913 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Income |
|
241,705 |
|
(23,732 |
) |
(18,561 |
) |
199,412 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income/Expense |
|
|
|
|
|
|
|
|
| ||||
|
Interest and other |
|
9,289 |
|
— |
|
— |
|
9,289 |
| ||||
|
Interest |
|
(119,630 |
) |
— |
|
— |
|
(119,630 |
) | ||||
|
Total other income/expense |
|
(110,341 |
) |
— |
|
— |
|
(110,341 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income before property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures |
|
131,364 |
|
(23,732 |
) |
(18,561 |
) |
89,071 |
| ||||
|
Gain on property dispositions |
|
4,123 |
|
— |
|
— |
|
4,123 |
| ||||
|
Income taxes |
|
(976 |
) |
— |
|
— |
|
(976 |
) | ||||
|
Equity in earnings (loss) of unconsolidated joint ventures |
|
(681 |
) |
— |
|
— |
|
(681 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations |
|
133,830 |
|
(23,732 |
) |
(18,561 |
) |
91,537 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Noncontrolling interest - operating partnerships |
|
(10,152 |
) |
733 |
D4 |
573 |
D4 |
(8,846 |
) | ||||
|
Noncontrolling interest - consolidated joint ventures |
|
275 |
|
— |
|
— |
|
275 |
| ||||
|
Income from continuing operations available to common shareholders |
|
$ |
123,953 |
|
$ |
(22,999 |
) |
$ |
(17,988 |
) |
$ |
82,966 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per common share |
|
|
|
|
|
|
|
|
| ||||
|
Basic income from continuing operations |
|
$ |
1.06 |
|
|
|
|
|
$ |
0.71 |
| ||
|
Diluted income from continuing operations |
|
$ |
1.05 |
|
|
|
|
|
$ |
0.70 |
| ||
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
116,863 |
|
|
|
|
|
116,863 |
| ||||
|
Diluted |
|
117,694 |
|
|
|
|
|
117,694 |
| ||||
See accompanying notes.
Liberty Property Trust
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2011
(Unaudited and in thousands, except per share amounts)
|
|
|
Liberty Property Trust |
|
Transaction |
|
|
| ||||||
|
|
|
Historical |
|
December settlement |
|
January settlement |
|
Pro Forma |
| ||||
|
|
|
D1 |
|
D2 |
|
D3 |
|
|
| ||||
|
Operating Revenue |
|
|
|
|
|
|
|
|
| ||||
|
Rental |
|
$ |
464,053 |
|
$ |
(38,023 |
) |
$ |
(33,830 |
) |
$ |
392,200 |
|
|
Operating expense reimbursement |
|
199,188 |
|
(17,665 |
) |
(20,570 |
) |
160,953 |
| ||||
|
Total operating revenue |
|
663,241 |
|
(55,688 |
) |
(54,400 |
) |
553,153 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Expenses |
|
|
|
|
|
|
|
|
| ||||
|
Rental property |
|
125,761 |
|
(12,297 |
) |
(15,039 |
) |
98,425 |
| ||||
|
Real estate taxes |
|
76,982 |
|
(6,265 |
) |
(5,658 |
) |
65,059 |
| ||||
|
General and administrative |
|
59,367 |
|
— |
|
— |
|
59,367 |
| ||||
|
Depreciation and amortization |
|
156,242 |
|
(12,692 |
) |
(13,459 |
) |
130,091 |
| ||||
|
Total operating expenses |
|
418,352 |
|
(31,254 |
) |
(34,156 |
) |
352,942 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Income |
|
244,889 |
|
(24,434 |
) |
(20,244 |
) |
200,211 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income/Expense |
|
|
|
|
|
|
|
|
| ||||
|
Interest and other |
|
8,389 |
|
— |
|
— |
|
8,389 |
| ||||
|
Interest |
|
(120,718 |
) |
— |
|
— |
|
(120,718 |
) | ||||
|
Total other income/expense |
|
(112,329 |
) |
— |
|
— |
|
(112,329 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income before property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures |
|
132,560 |
|
(24,434 |
) |
(20,244 |
) |
87,882 |
| ||||
|
Gain on property dispositions |
|
5,025 |
|
— |
|
— |
|
5,025 |
| ||||
|
Income taxes |
|
(1,020 |
) |
— |
|
— |
|
(1,020 |
) | ||||
|
Equity in earnings (loss) of unconsolidated joint ventures |
|
3,496 |
|
— |
|
— |
|
3,496 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations |
|
140,061 |
|
(24,434 |
) |
(20,244 |
) |
95,383 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Noncontrolling interest - operating partnerships |
|
(24,864 |
) |
791 |
D4 |
655 |
D4 |
(23,418 |
) | ||||
|
Noncontrolling interest - consolidated joint ventures |
|
511 |
|
— |
|
— |
|
511 |
| ||||
|
Income from continuing operations available to common shareholders |
|
$ |
115,708 |
|
$ |
(23,643 |
) |
$ |
(19,589 |
) |
$ |
72,476 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per common share |
|
|
|
|
|
|
|
|
| ||||
|
Basic income from continuing operations |
|
$ |
1.01 |
|
|
|
|
|
$ |
0.63 |
| ||
|
Diluted income from continuing operations |
|
$ |
1.00 |
|
|
|
|
|
$ |
0.63 |
| ||
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
114,755 |
|
|
|
|
|
114,755 |
| ||||
|
Diluted |
|
115,503 |
|
|
|
|
|
115,503 |
| ||||
See accompanying notes.
Liberty Property Trust
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2010
(Unaudited and in thousands, except per share amounts)
|
|
|
Liberty Property Trust |
|
Transaction |
|
|
| ||||||
|
|
|
Historical |
|
December settlement |
|
January settlement |
|
Pro Forma |
| ||||
|
|
|
D1 |
|
D2 |
|
D3 |
|
|
| ||||
|
Operating Revenue |
|
|
|
|
|
|
|
|
| ||||
|
Rental |
|
$ |
459,940 |
|
$ |
(38,256 |
) |
$ |
(34,438 |
) |
$ |
387,246 |
|
|
Operating expense reimbursement |
|
192,069 |
|
(16,321 |
) |
(19,879 |
) |
155,869 |
| ||||
|
Total operating revenue |
|
652,009 |
|
(54,577 |
) |
(54,317 |
) |
543,115 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Expenses |
|
|
|
|
|
|
|
|
| ||||
|
Rental property |
|
126,423 |
|
(11,600 |
) |
(14,948 |
) |
99,875 |
| ||||
|
Real estate taxes |
|
74,772 |
|
(6,199 |
) |
(5,745 |
) |
62,828 |
| ||||
|
General and administrative |
|
52,747 |
|
— |
|
— |
|
52,747 |
| ||||
|
Depreciation and amortization |
|
149,457 |
|
(12,776 |
) |
(13,206 |
) |
123,475 |
| ||||
|
Total operating expenses |
|
403,399 |
|
(30,575 |
) |
(33,899 |
) |
338,925 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Income |
|
248,610 |
|
(24,002 |
) |
(20,418 |
) |
204,190 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income/Expense |
|
|
|
|
|
|
|
|
| ||||
|
Interest and other |
|
9,683 |
|
— |
|
— |
|
9,683 |
| ||||
|
Interest |
|
(132,951 |
) |
— |
|
— |
|
(132,951 |
) | ||||
|
Total other income/expense |
|
(123,268 |
) |
— |
|
— |
|
(123,268 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income before property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures |
|
125,342 |
|
(24,002 |
) |
(20,418 |
) |
80,922 |
| ||||
|
Gain on property dispositions |
|
4,238 |
|
— |
|
— |
|
4,238 |
| ||||
|
Income taxes |
|
(1,736 |
) |
— |
|
— |
|
(1,736 |
) | ||||
|
Equity in earnings (loss) of unconsolidated joint ventures |
|
2,296 |
|
— |
|
— |
|
2,296 |
| ||||
|
Income from continuing operations |
|
130,140 |
|
(24,002 |
) |
(20,418 |
) |
85,720 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Noncontrolling interest - operating partnerships |
|
(25,001 |
) |
804 |
D4 |
684 |
D4 |
(23,513 |
) | ||||
|
Noncontrolling interest - consolidated joint ventures |
|
(165 |
) |
— |
|
— |
|
(165 |
) | ||||
|
Income from continuing operations available to common shareholders |
|
$ |
104,974 |
|
$ |
(23,198 |
) |
$ |
(19,734 |
) |
$ |
62,042 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per common share |
|
|
|
|
|
|
|
|
| ||||
|
Basic income from continuing operations |
|
$ |
0.93 |
|
|
|
|
|
$ |
0.55 |
| ||
|
Diluted income from continuing operations |
|
$ |
0.92 |
|
|
|
|
|
$ |
0.55 |
| ||
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
112,924 |
|
|
|
|
|
112,924 |
| ||||
|
Diluted |
|
113,606 |
|
|
|
|
|
113,606 |
| ||||
See accompanying notes.
Liberty Property Trust
Notes to Pro Forma Condensed Consolidated Financial Statements
(unaudited)
1. Adjustments to Pro Forma Financial Statements
(A) Reflects the consolidated balance sheet of the Trust as of September 30, 2013, as contained in the historical consolidated financial statements and notes thereto presented in the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
(B) Represents adjustments to reflect the Transaction as follows:
(B1) Represents the de-recognition of carrying amounts as of September 30, 2013 for the assets, related accumulated depreciation and liabilities related to the 49 properties and 140 acres of land that were sold in the December settlement.
(B2) Represents the de-recognition of carrying amounts as of September 30, 2013 for the assets, related accumulated depreciation and liabilities related to the 48 properties and 19 acres of land that are expected to be sold in the January settlement.
(C) Represents proceeds of sale and gain on sale.
(C1) Represents the net cash proceeds from the sale.
(C2) Represents the controlling and non-controlling interest share of the gain on sale, calculated as the difference between the actual net proceeds from the Transaction received on December 24, 2013 and expected to be received in late January 2014 and the net carrying amount of the assets de-recognized as of September 30, 2013.
(D) Reflects the elimination of income and expenses associated with the Transaction.
(D1) Reflects the condensed consolidated statement of operations of the Trust for the period indicated. Amounts exclude the historical operations for discontinued operations (primarily real estate asset sales) as previously reported.
(D2) Reflects the elimination of income and expenses associated with the December settlement.
(D3) Reflects the elimination of income and expenses associated with the January settlement.
(D4) Reflects adjustments to net income attributable to non-controlling interests for the adjustments to income from continuing operations noted above.
Liberty Property Limited Partnership
Notes to Pro Forma Condensed Consolidated Financial Statements
(unaudited)
On December 24, 2013, the Company closed on the first settlement (the “December settlement”) of the Transaction. The proceeds from the first settlement were $367.7 million and included 49 properties totalling approximately four million square feet and 140 acres of land. The closing date for the remaining settlement is projected for late January 2014 (the “January settlement”).
The accompanying Pro Forma Consolidated Balance Sheet as of September 30, 2013 presents our historical amounts, adjusted for the effects of the Transaction, as if the Transaction had occurred on September 30, 2013.
The accompanying Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what our actual financial position would have been had the Transaction actually occurred on September 30, 2013, nor does it purport to represent our future financial position.
The accompanying Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2013 and 2012 and the years ended December 31, 2012, 2011 and 2010 present our historical amounts, adjusted for the effects of the Transaction, as if it had occurred on January 1, 2010.
The accompanying Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2013 and 2012 and the years ended December 31, 2012, 2011 and 2010 are unaudited and are not necessarily indicative of what our actual results of operations would have been had the Transaction actually occurred on January 1, 2010, nor do they purport to represent our future results of operations.
Liberty Property Limited Partnership
Pro Forma Condensed Consolidated Balance Sheet
Historical
(Unaudited )
|
|
|
Liberty Property |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
Limited Partnership |
|
Transaction |
|
|
|
|
| ||||||||
|
|
|
Historical |
|
December settlement |
|
January settlement |
|
Use of proceeds |
|
Pro Forma |
| ||||||
|
|
|
(A) |
|
(B1) |
|
(B2) |
|
(C) |
|
|
| ||||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Net real estate |
|
$ |
|
4,721,613 |
|
$ |
(310,150 |
) |
$ |
(261,666 |
) |
$ |
— |
|
$ |
4,149,797 |
|
|
Cash and cash equivalents |
|
1,124,570 |
|
— |
|
— |
|
685,997 |
(C1) |
1,810,567 |
| ||||||
|
Restricted cash |
|
35,705 |
|
— |
|
— |
|
— |
|
35,705 |
| ||||||
|
Assets held for sale |
|
— |
|
— |
|
— |
|
— |
|
— |
| ||||||
|
Other assets |
|
569,113 |
|
(15,912 |
) |
(14,974 |
) |
— |
|
538,227 |
| ||||||
|
Total assets |
|
$ |
|
6,451,001 |
|
$ |
(326,062 |
) |
$ |
(276,640 |
) |
$ |
685,997 |
|
$ |
6,534,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Mortgage loans |
|
$ |
|
309,279 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
309,279 |
|
|
Unsecured notes |
|
2,707,985 |
|
— |
|
— |
|
— |
|
2,707,985 |
| ||||||
|
Credit facility |
|
— |
|
— |
|
— |
|
— |
|
— |
| ||||||
|
Other liabilities |
|
354,026 |
|
(1,744 |
) |
(1,809 |
) |
— |
|
350,473 |
| ||||||
|
Total liabilities |
|
3,371,290 |
|
(1,744 |
) |
(1,809 |
) |
— |
|
3,367,737 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Limited partners’ equity |
|
7,537 |
|
|
|
|
|
|
|
7,537 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Owners Equity |
|
|
|
|
|
|
|
|
|
|
| ||||||
|
General partner’s equity |
|
3,010,237 |
|
— |
|
— |
|
84,712 |
(C2) |
3,094,949 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Limited partners’ equity |
|
58,513 |
|
— |
|
— |
|
2,136 |
(C2) |
60,649 |
| ||||||
|
Noncontrolling interest - consolidated joint ventures |
|
3,424 |
|
— |
|
— |
|
— |
|
3,424 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Total owners’ equity |
|
3,072,174 |
|
— |
|
— |
|
86,848 |
|
3,159,022 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Total liabilities, limited partners’ equity and owners’ equity |
|
$ |
|
6,451,001 |
|
$ |
(1,744 |
) |
$ |
(1,809 |
) |
$ |
86,848 |
|
$ |
6,534,296 |
|
See accompanying notes.
Liberty Property Limited Partnership
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2013
(Unaudited and in thousands, except per share amounts)
|
|
|
Liberty Property |
|
|
|
|
|
|
| ||||
|
|
|
Limited Partnership |
|
Transaction |
|
|
| ||||||
|
|
|
Historical |
|
December settlement |
|
January settlement |
|
Pro Forma |
| ||||
|
|
|
D1 |
|
D2 |
|
D3 |
|
|
| ||||
|
Operating Revenue |
|
|
|
|
|
|
|
|
| ||||
|
Rental |
|
$ |
375,702 |
|
$ |
(28,920 |
) |
$ |
(23,977 |
) |
$ |
322,805 |
|
|
Operating expense reimbursement |
|
160,476 |
|
(13,344 |
) |
(15,159 |
) |
131,973 |
| ||||
|
Total operating revenue |
|
536,178 |
|
(42,264 |
) |
(39,136 |
) |
454,778 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Expenses |
|
|
|
|
|
|
|
|
| ||||
|
Rental property |
|
99,746 |
|
(9,250 |
) |
(10,818 |
) |
79,678 |
| ||||
|
Real estate taxes |
|
65,007 |
|
(5,117 |
) |
(4,086 |
) |
55,804 |
| ||||
|
General and administrative |
|
53,552 |
|
— |
|
— |
|
53,552 |
| ||||
|
Depreciation and amortization |
|
135,560 |
|
(11,494 |
) |
(9,909 |
) |
114,157 |
| ||||
|
Total operating expenses |
|
353,865 |
|
(25,861 |
) |
(24,813 |
) |
303,191 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Income |
|
182,313 |
|
(16,403 |
) |
(14,323 |
) |
151,587 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income/Expense |
|
|
|
|
|
|
|
|
| ||||
|
Interest and other |
|
7,612 |
|
— |
|
— |
|
7,612 |
| ||||
|
Interest |
|
(101,141 |
) |
— |
|
— |
|
(101,141 |
) | ||||
|
Total other income/expense |
|
(93,529 |
) |
— |
|
— |
|
(93,529 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income before property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures |
|
88,784 |
|
(16,403 |
) |
(14,323 |
) |
58,058 |
| ||||
|
Gain on property dispositions |
|
6,829 |
|
— |
|
— |
|
6,829 |
| ||||
|
Income taxes |
|
(1,780 |
) |
— |
|
— |
|
(1,780 |
) | ||||
|
Equity in earnings (loss) of unconsolidated joint ventures |
|
3,973 |
|
— |
|
— |
|
3,973 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations |
|
97,806 |
|
(16,403 |
) |
(14,323 |
) |
67,080 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Noncontrolling interest - consolidated joint ventures |
|
(406 |
) |
— |
|
— |
|
(406 |
) | ||||
|
Preferred unit distributions |
|
(2,001 |
) |
|
|
|
|
(2,001 |
) | ||||
|
Excess of preferred unit redemptions over carrying amount |
|
(1,236 |
) |
|
|
|
|
(1,236 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations available to common unitholders |
|
$ |
94,163 |
|
$ |
(16,403 |
) |
$ |
(14,323 |
) |
$ |
63,437 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per common unit |
|
|
|
|
|
|
|
|
| ||||
|
Basic income from continuing operations |
|
$ |
0.73 |
|
|
|
|
|
$ |
0.49 |
| ||
|
Diluted income from continuing operations |
|
$ |
0.73 |
|
|
|
|
|
$ |
0.49 |
| ||
|
Weighted average number of common units outstanding |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
128,595 |
|
|
|
|
|
128,595 |
| ||||
|
Diluted |
|
129,361 |
|
|
|
|
|
129,361 |
| ||||
See accompanying notes.
Liberty Property Limited Partnership
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2012
(Unaudited and in thousands, except per share amounts)
|
|
|
Liberty Property |
|
|
|
|
|
|
| ||||
|
|
|
Limited Partnership |
|
Transaction |
|
|
| ||||||
|
|
|
Historical |
|
December settlement |
|
January settlement |
|
Pro Forma |
| ||||
|
|
|
D1 |
|
D2 |
|
D3 |
|
|
| ||||
|
Operating Revenue |
|
|
|
|
|
|
|
|
| ||||
|
Rental |
|
$ |
348,955 |
|
$ |
(28,082 |
) |
$ |
(24,713 |
) |
$ |
296,160 |
|
|
Operating expense reimbursement |
|
148,187 |
|
(12,628 |
) |
(14,540 |
) |
121,019 |
| ||||
|
Total operating revenue |
|
497,142 |
|
(40,710 |
) |
(39,253 |
) |
417,179 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Expenses |
|
|
|
|
|
|
|
|
| ||||
|
Rental property |
|
93,840 |
|
(8,087 |
) |
(10,532 |
) |
75,221 |
| ||||
|
Real estate taxes |
|
59,167 |
|
(5,055 |
) |
(4,292 |
) |
49,820 |
| ||||
|
General and administrative |
|
46,391 |
|
— |
|
— |
|
46,391 |
| ||||
|
Depreciation and amortization |
|
120,337 |
|
(9,585 |
) |
(10,147 |
) |
100,605 |
| ||||
|
Total operating expenses |
|
319,735 |
|
(22,727 |
) |
(24,971 |
) |
272,037 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Income |
|
177,407 |
|
(17,983 |
) |
(14,282 |
) |
145,142 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income/Expense |
|
|
|
|
|
|
|
|
| ||||
|
Interest and other |
|
7,055 |
|
— |
|
— |
|
7,055 |
| ||||
|
Interest |
|
(88,941 |
) |
— |
|
— |
|
(88,941 |
) | ||||
|
Total other income/expense |
|
(81,886 |
) |
— |
|
— |
|
(81,886 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income before property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures |
|
95,521 |
|
(17,983 |
) |
(14,282 |
) |
63,256 |
| ||||
|
Gain on property dispositions |
|
2,859 |
|
— |
|
— |
|
2,859 |
| ||||
|
Income taxes |
|
(645 |
) |
— |
|
— |
|
(645 |
) | ||||
|
Equity in earnings (loss) of unconsolidated joint ventures |
|
(1,397 |
) |
— |
|
— |
|
(1,397 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations |
|
96,338 |
|
(17,983 |
) |
(14,282 |
) |
64,073 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Noncontrolling interest - consolidated joint ventures |
|
— |
|
— |
|
— |
|
— |
| ||||
|
Preferred unit distributions |
|
(8,690 |
) |
|
|
|
|
(8,690 |
) | ||||
|
Excess of preferred unit redemption over carrying amount |
|
3,689 |
|
|
|
|
|
3,689 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations available to common shareholders |
|
$ |
91,337 |
|
$ |
(17,983 |
) |
$ |
(14,282 |
) |
$ |
59,072 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per common unit |
|
|
|
|
|
|
|
|
| ||||
|
Basic income from continuing operations |
|
$ |
0.76 |
|
|
|
|
|
$ |
0.49 |
| ||
|
Diluted income from continuing operations |
|
$ |
0.75 |
|
|
|
|
|
$ |
0.49 |
| ||
|
Weighted average number of common units outstanding |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
120,396 |
|
|
|
|
|
120,396 |
| ||||
|
Diluted |
|
121,233 |
|
|
|
|
|
121,233 |
| ||||
See accompanying notes.
Liberty Property Limited Partnership
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2012
(Unaudited and in thousands, except per share amounts)
|
|
|
Liberty Property |
|
|
|
|
|
|
| ||||
|
|
|
Limited Partnership |
|
Transaction |
|
|
| ||||||
|
|
|
Historical |
|
December settlement |
|
January settlement |
|
Pro Forma |
| ||||
|
|
|
D1 |
|
D1 |
|
D3 |
|
|
| ||||
|
Operating Revenue |
|
|
|
|
|
|
|
|
| ||||
|
Rental |
|
$ |
478,835 |
|
$ |
(37,329 |
) |
$ |
(32,936 |
) |
$ |
408,570 |
|
|
Operating expense reimbursement |
|
206,717 |
|
(16,746 |
) |
(20,216 |
) |
169,755 |
| ||||
|
Total operating revenue |
|
685,552 |
|
(54,075 |
) |
(53,152 |
) |
578,325 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Expenses |
|
|
|
|
|
|
|
|
| ||||
|
Rental property |
|
133,630 |
|
(11,080 |
) |
(15,169 |
) |
107,381 |
| ||||
|
Real estate taxes |
|
79,859 |
|
(6,475 |
) |
(5,734 |
) |
67,650 |
| ||||
|
General and administrative |
|
64,730 |
|
— |
|
— |
|
64,730 |
| ||||
|
Depreciation and amortization |
|
165,628 |
|
(12,788 |
) |
(13,688 |
) |
139,152 |
| ||||
|
Total operating expenses |
|
443,847 |
|
(30,343 |
) |
(34,591 |
) |
378,913 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Income |
|
241,705 |
|
(23,732 |
) |
(18,561 |
) |
199,412 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income/Expense |
|
|
|
|
|
|
|
|
| ||||
|
Interest and other |
|
9,289 |
|
— |
|
— |
|
9,289 |
| ||||
|
Interest |
|
(119,630 |
) |
— |
|
— |
|
(119,630 |
) | ||||
|
Total other income/expense |
|
(110,341 |
) |
— |
|
— |
|
(110,341 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income before property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures |
|
131,364 |
|
(23,732 |
) |
(18,561 |
) |
89,071 |
| ||||
|
Gain on property dispositions |
|
4,123 |
|
— |
|
— |
|
4,123 |
| ||||
|
Income taxes |
|
(976 |
) |
— |
|
— |
|
(976 |
) | ||||
|
Equity in earnings (loss) of unconsolidated joint ventures |
|
(681 |
) |
— |
|
— |
|
(681 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations |
|
133,830 |
|
(23,732 |
) |
(18,561 |
) |
91,537 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Noncontrolling interest - consolidated joint ventures |
|
275 |
|
— |
|
— |
|
275 |
| ||||
|
Preferred unit distributions |
|
(9,902 |
) |
|
|
|
|
(9,902 |
) | ||||
|
Excess of preferred unit carrying amount over redemption |
|
3,689 |
|
|
|
|
|
3,689 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations available to common unitholders |
|
$ |
127,892 |
|
$ |
(23,732 |
) |
$ |
(18,561 |
) |
$ |
85,599 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per common unit |
|
|
|
|
|
|
|
|
| ||||
|
Basic income from continuing operations |
|
$ |
1.06 |
|
|
|
|
|
$ |
0.71 |
| ||
|
Diluted income from continuing operations |
|
$ |
1.05 |
|
|
|
|
|
$ |
0.70 |
| ||
|
Weighted average number of common unit outstanding |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
120,623 |
|
|
|
|
|
120,623 |
| ||||
|
Diluted |
|
121,454 |
|
|
|
|
|
121,454 |
| ||||
See accompanying notes.
Liberty Property Limited Partnership
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2011
(Unaudited and in thousands, except per share amounts)
|
|
|
Liberty Property |
|
|
|
|
|
|
| ||||
|
|
|
Limited Partnership |
|
Transaction |
|
|
| ||||||
|
|
|
Historical |
|
December settlement |
|
January settlement |
|
Pro Forma |
| ||||
|
|
|
D1 |
|
D2 |
|
D3 |
|
|
| ||||
|
Operating Revenue |
|
|
|
|
|
|
|
|
| ||||
|
Rental |
|
$ |
464,053 |
|
$ |
(38,023 |
) |
$ |
(33,830 |
) |
$ |
392,200 |
|
|
Operating expense reimbursement |
|
199,188 |
|
(17,665 |
) |
(20,570 |
) |
160,953 |
| ||||
|
Total operating revenue |
|
663,241 |
|
(55,688 |
) |
(54,400 |
) |
553,153 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Expenses |
|
|
|
|
|
|
|
|
| ||||
|
Rental property |
|
125,761 |
|
(12,297 |
) |
(15,039 |
) |
98,425 |
| ||||
|
Real estate taxes |
|
76,982 |
|
(6,265 |
) |
(5,658 |
) |
65,059 |
| ||||
|
General and administrative |
|
59,367 |
|
— |
|
— |
|
59,367 |
| ||||
|
Depreciation and amortization |
|
156,242 |
|
(12,692 |
) |
(13,459 |
) |
130,091 |
| ||||
|
Total operating expenses |
|
418,352 |
|
(31,254 |
) |
(34,156 |
) |
352,942 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Income |
|
244,889 |
|
(24,434 |
) |
(20,244 |
) |
200,211 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income/Expense |
|
|
|
|
|
|
|
|
| ||||
|
Interest and other |
|
8,389 |
|
— |
|
— |
|
8,389 |
| ||||
|
Interest |
|
(120,718 |
) |
— |
|
— |
|
(120,718 |
) | ||||
|
Total other income/expense |
|
(112,329 |
) |
— |
|
— |
|
(112,329 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income before property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures |
|
132,560 |
|
(24,434 |
) |
(20,244 |
) |
87,882 |
| ||||
|
Gain on property dispositions |
|
5,025 |
|
— |
|
— |
|
5,025 |
| ||||
|
Income taxes |
|
(1,020 |
) |
— |
|
— |
|
(1,020 |
) | ||||
|
Equity in earnings (loss) of unconsolidated joint ventures |
|
3,496 |
|
— |
|
— |
|
3,496 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations |
|
140,061 |
|
(24,434 |
) |
(20,244 |
) |
95,383 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Noncontrolling interest - consolidated joint ventures |
|
511 |
|
— |
|
— |
|
511 |
| ||||
|
Preferred unit distribution |
|
(21,069 |
) |
|
|
|
|
(21,069 |
) | ||||
|
Income from continuing operations available to common unitholders |
|
$ |
119,503 |
|
$ |
(24,434 |
) |
$ |
(20,244 |
) |
$ |
74,825 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per common unit |
|
|
|
|
|
|
|
|
| ||||
|
Basic income from continuing operations |
|
$ |
1.01 |
|
|
|
|
|
$ |
0.63 |
| ||
|
Diluted income from continuing operations |
|
$ |
1.00 |
|
|
|
|
|
$ |
0.63 |
| ||
|
Weighted average number of common units outstanding |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
118,624 |
|
|
|
|
|
118,624 |
| ||||
|
Diluted |
|
119,372 |
|
|
|
|
|
119,372 |
| ||||
See accompanying notes.
Liberty Property Limited Partnership
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2010
(Unaudited and in thousands, except per share amounts)
|
|
|
Liberty Property |
|
|
|
|
|
|
| ||||
|
|
|
Limited Partnership |
|
Transaction |
|
|
| ||||||
|
|
|
Historical |
|
December settlement |
|
January settlement |
|
Pro Forma |
| ||||
|
|
|
D1 |
|
D2 |
|
D3 |
|
|
| ||||
|
Operating Revenue |
|
|
|
|
|
|
|
|
| ||||
|
Rental |
|
$ |
459,940 |
|
$ |
(38,256 |
) |
$ |
(34,438 |
) |
$ |
387,246 |
|
|
Operating expense reimbursement |
|
192,069 |
|
(16,321 |
) |
(19,879 |
) |
155,869 |
| ||||
|
Total operating revenue |
|
652,009 |
|
(54,577 |
) |
(54,317 |
) |
543,115 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Expenses |
|
|
|
|
|
|
|
|
| ||||
|
Rental property |
|
126,423 |
|
(11,600 |
) |
(14,948 |
) |
99,875 |
| ||||
|
Real estate taxes |
|
74,772 |
|
(6,199 |
) |
(5,745 |
) |
62,828 |
| ||||
|
General and administrative |
|
52,747 |
|
— |
|
— |
|
52,747 |
| ||||
|
Depreciation and amortization |
|
149,457 |
|
(12,776 |
) |
(13,206 |
) |
123,475 |
| ||||
|
Total operating expenses |
|
403,399 |
|
(30,575 |
) |
(33,899 |
) |
338,925 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Income |
|
248,610 |
|
(24,002 |
) |
(20,418 |
) |
204,190 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income/Expense |
|
|
|
|
|
|
|
|
| ||||
|
Interest and other |
|
9,683 |
|
— |
|
— |
|
9,683 |
| ||||
|
Interest |
|
(132,951 |
) |
— |
|
— |
|
(132,951 |
) | ||||
|
Total other income/expense |
|
(123,268 |
) |
— |
|
— |
|
(123,268 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income before property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures |
|
125,342 |
|
(24,002 |
) |
(20,418 |
) |
80,922 |
| ||||
|
Gain on property dispositions |
|
4,238 |
|
— |
|
— |
|
4,238 |
| ||||
|
Income taxes |
|
(1,736 |
) |
— |
|
— |
|
(1,736 |
) | ||||
|
Equity in earnings (loss) of unconsolidated joint ventures |
|
2,296 |
|
— |
|
— |
|
2,296 |
| ||||
|
Income from continuing operations |
|
130,140 |
|
(24,002 |
) |
(20,418 |
) |
85,720 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Noncontrolling interest - consolidated joint ventures |
|
(165 |
) |
— |
|
— |
|
(165 |
) | ||||
|
Preferred unit distributions |
|
(21,012 |
) |
|
|
|
|
(21,012 |
) | ||||
|
Income from continuing operations available to common shareholders |
|
$ |
108,963 |
|
$ |
(24,002 |
) |
$ |
(20,418 |
) |
$ |
64,543 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per common share |
|
|
|
|
|
|
|
|
| ||||
|
Basic income from continuing operations |
|
0.93 |
|
|
|
|
|
$ |
0.55 |
| |||
|
Diluted income from continuing operations |
|
$ |
0.92 |
|
|
|
|
|
$ |
0.55 |
| ||
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
116,871 |
|
|
|
|
|
116,871 |
| ||||
|
Diluted |
|
117,553 |
|
|
|
|
|
117,553 |
| ||||
Liberty Property Limited Partnership
Notes to Pro Forma Condensed Consolidated Financial Statements
(unaudited)
Adjustments to Pro Forma Financial Statements
(A) Reflects the consolidated balance sheet of the Opearting Partnership as of September 30, 2013, as contained in the historical consolidated financial statements and notes thereto presented in the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
(B) Represents adjustments to reflect the Transaction as follows:
(B1) Represents the de-recognition of carrying amounts as of September 30, 2013 for the assets, related accumulated depreciation and liabilities related to the 49 properties and 140 acres of land that were sold in the December settlement.
(B2) Represents the de-recognition of carrying amounts as of September 30, 2013 for the assets, related accumulated depreciation and liabilities related to the 48 properties and 19 acres of land that are expected to be sold in the January settlement.
(C) Represents proceeds of sale and gain on sale.
(C1) Represents the net cash proceeds from the sale.
(C2) Represents the controlling and non-controlling interest share of the gain on sale, calculated as the difference between the actual net proceeds from the Transaction received on December 24, 2013 and expected to be received in late January 2014 and the net carrying amount of the assets de-recognized as of September 30, 2013.
(D) Reflects the elimination of income and expenses associated with the Transaction.
(D1) Reflects the condensed consolidated statement of operations of the Operating Partnership for the period indicated. Amounts exclude the historical operations for discontinued operations (primarily real estate asset sales) as previously reported.
(D2) Reflects the elimination of income and expenses associated with the December settlement.
(D3) Reflects the elimination of income and expenses associated with the January settlement.
d) Exhibits
|
Exhibit Number |
|
Exhibit Title |
|
+2.1 |
|
Agreement of Sale and Purchase, dated as of November 7, 2013 |
|
2.2 |
|
First Amendment to Agreement of Sale and Purchase, dated as of December 4, 2013 |
|
2.3 |
|
Second Amendment to Agreement of Sale and Purchase, dated as of December 17, 2013 |
|
2.4 |
|
Third Amendment to Agreement of Sale and Purchase, dated as of December 23, 2013 |
|
*99.1 |
|
Liberty Property Trust press release, dated December 30, 2013 |
+ The Company will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
* The Press Release attached hereto as Exhibit 99.1 is “furnished” and not “filed” as described in Item 7.01 of the Current Report on Form 8-K.
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 hereunto duly authorized.
|
|
LIBERTY PROPERTY TRUST | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ George J. Alburger, Jr. |
|
|
|
George J. Alburger, Jr. |
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
LIBERTY PROPERTY | |
|
|
LIMITED PARTNERSHIP | |
|
|
|
|
|
|
By: |
Liberty Property Trust, its sole |
|
|
|
General Partner |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ George J. Alburger, Jr. |
|
|
|
George J. Alburger, Jr. |
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
Dated: December 30, 2013 |
|
|
EXHIBIT INDEX
|
Exhibit Number |
|
Exhibit Title |
|
+2.1 |
|
Agreement of Sale and Purchase, dated as of November 7, 2013 |
|
2.2 |
|
First Amendment to Agreement of Sale and Purchase, dated as of December 4, 2013 |
|
2.3 |
|
Second Amendment to Agreement of Sale and Purchase, dated as of December 17, 2013 |
|
2.4 |
|
Third Amendment to Agreement of Sale and Purchase, dated as of December 23, 2013 |
|
*99.1 |
|
Liberty Property Trust press release, dated December 30, 2013 |
+ The Company will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
* The Press Release attached hereto as Exhibit 99.1 is “furnished” and not “filed” as described in Item 7.01 of the Current Report on Form 8-K.