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EX-31.2 - EXHIBIT 31.2 - LIBERTY PROPERTY TRUSTlryex312-93014.htm
EX-31.1 - EXHIBIT 31.1 - LIBERTY PROPERTY TRUSTlryex311-93014.htm
EX-12.1 - EXHIBIT 12.1 - LIBERTY PROPERTY TRUSTlryex121-93014.htm

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 September 30, 2014
  
OR

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from              to             
Commission file numbers: 1-13130 (Liberty Property Trust)
1-13132 (Liberty Property Limited Partnership) 
__________________________________________________________
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrants as specified in their governing documents)
__________________________________________________________
 
MARYLAND (Liberty Property Trust)
23-7768996
PENNSYLVANIA (Liberty Property Limited Partnership)
23-2766549
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
 
 
500 Chesterfield Parkway
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  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (Check one):
  
Large Accelerated Filer
x
Accelerated Filer
o
Non-Accelerated Filer
o (Do not check if a smaller reporting company)
Smaller Reporting Company
o
    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
On October 27, 2014, 148,545,996 Common Shares of Beneficial Interest, par value $0.001 per share, of Liberty Property Trust were outstanding.



EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended September 30, 2014 of Liberty Property Trust and Liberty Property Limited Partnership. Unless stated otherwise or the context otherwise requires, references to the “Trust” mean Liberty Property Trust and its consolidated subsidiaries, and references to the “Operating Partnership” mean Liberty Property Limited Partnership and its consolidated subsidiaries. The terms the “Company,” “we,” “our” and “us” mean the Trust and the Operating Partnership, collectively.

The Trust is a self-administered and self-managed Maryland real estate investment trust (“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, the Operating Partnership, a Pennsylvania limited partnership.

The Trust is the sole general partner and also a limited partner of the Operating Partnership, owning 97.7% of the common equity of the Operating Partnership at September 30, 2014. The common units of limited partnership interest in the Operating Partnership (the “Common Units”), other than those owned by the Trust, are exchangeable on a one-for-one basis (subject to anti-dilution protections) for the Trust's common shares of beneficial interest, $0.001 par value per share (the “Common Shares”). The Company had issued several series of cumulative redeemable preferred units of the Operating Partnership (the “Preferred Units”). The outstanding Preferred Units of each series were exchangeable on a one-for-one basis after stated dates into a corresponding series of cumulative redeemable preferred shares of the Trust except for the Series I-2 Preferred Units, which are not convertible or exchangeable into any other securities. The Preferred Units, except for the Series I-2 Preferred Units, were redeemed during 2013. The ownership of the holders of Common and Preferred Units is reflected in the Trust's financial statements as “noncontrolling interest-operating partnership” both in mezzanine equity and as a component of total equity. The ownership of the holders of Common and Preferred Units not owned by the Trust is reflected in the Operating Partnership's financial statements as “limited partners' equity” both in mezzanine equity and as a component of total owners' equity.

The financial results of the Operating Partnership are consolidated into the financial statements of the Trust. The Trust has no significant assets other than its investment in the Operating Partnership. The Trust and the Operating Partnership are managed and operated as one entity. The Trust and the Operating Partnership have the same managers.

The Trust's sole business purpose is to act as the general partner of the Operating Partnership. Net proceeds from equity issuances by the Trust are contributed to the Operating Partnership in exchange for partnership units. The Trust itself does not issue any indebtedness, but guarantees certain of the unsecured debt of the Operating Partnership.

We believe combining the quarterly reports on Form 10-Q of the Trust and the Operating Partnership into this single report results in the following benefits:
enhances investors' understanding of the Trust and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the Company's disclosure applies to both the Trust and the Operating Partnership; and
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

To help investors understand the significant differences between the Trust and the Operating Partnership, this report presents the following separate sections for each of the Trust and the Operating Partnership:
consolidated financial statements;
the following notes to the consolidated financial statements;
Income per Common Share of the Trust and Income per Common Unit of the Operating Partnership;
Noncontrolling Interests of the Trust and Limited Partners' Equity and Noncontrolling Interest of the Operating Partnership

This report also includes separate Item 4. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the Trust and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Trust and Operating Partnership are compliant with Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended.





2


Liberty Property Trust/Liberty Property Limited Partnership
Form 10-Q for the period ended September 30, 2014
 
Index
 
Page
 
 
 
PART I.
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II.
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.

3


Index
 
Page
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 
 
 
 
 
 
STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES
 
 
 
 
 
CERTIFICATION OF CEO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(A)
 
 
 
 
 
CERTIFICATION OF CFO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(A)
 
 
 
 
 
CERTIFICATION OF CEO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(A)
 
 
 
 
 
CERTIFICATION OF CFO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(A)
 
 
 
 
 
CERTIFICATION OF CEO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(B)
 
 
 
 
 
CERTIFICATION OF CFO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(B)
 
 
 
 
 
CERTIFICATION OF CEO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(B)
 
 
 
 
 
CERTIFICATION OF CFO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(B)
 
 
 
 
 
XBRL Instance Document
 
 
 
 
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
XBRL Extension Labels Linkbase
 
 
 
 
 
XBRL Taxonomy Extension Presentation Linkbase Document
 

4


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST
(Unaudited and in thousands, except share and unit amounts)
 
 
September 30, 2014
 
December 31, 2013
ASSETS
 
 
 
Real estate:
 
 
 
Land and land improvements
$
1,195,924

 
$
1,138,922

Building and improvements
5,413,512

 
5,142,480

Less accumulated depreciation
(1,177,726
)
 
(1,057,644
)
Operating real estate
5,431,710

 
5,223,758

Development in progress
250,506

 
209,187

Land held for development
265,864

 
233,055

Net real estate
5,948,080

 
5,666,000

Cash and cash equivalents
39,086

 
163,414

Restricted cash
22,918

 
51,456

Accounts receivable
18,571

 
13,900

Deferred rent receivable
111,823

 
99,956

Deferred financing and leasing costs, net of accumulated amortization (2014, $167,045; 2013, $140,933)
217,261

 
226,377

Investments in and advances to unconsolidated joint ventures
202,570

 
179,655

Assets held for sale
2,895

 
278,962

Prepaid expenses and other assets
97,638

 
95,840

Total assets
$
6,660,842

 
$
6,775,560

LIABILITIES
 
 
 
Mortgage loans
$
534,547

 
$
545,306

Unsecured notes
2,508,886

 
2,708,213

Credit facility
140,950

 

Accounts payable
65,668

 
70,406

Accrued interest
41,277

 
25,777

Dividend and distributions payable
72,046

 
71,323

Other liabilities
221,943

 
250,819

Total liabilities
3,585,317

 
3,671,844

Noncontrolling interest - operating partnership - 301,483 preferred units outstanding as of September 30, 2014 and December 31, 2013
7,537

 
7,537

EQUITY
 
 
 
Shareholders’ equity
 
 
 
Common shares of beneficial interest, $.001 par value, 283,987,000 shares authorized; 149,354,294 (includes 1,249,909 in treasury) and 147,846,801 (includes 1,249,909 in treasury) shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively
149

 
148

Additional paid-in capital
3,724,184

 
3,669,618

Accumulated other comprehensive income
3,707

 
9,742

Distributions in excess of net income
(666,646
)
 
(591,713
)
Common shares in treasury, at cost, 1,249,909 shares as of September 30, 2014 and December 31, 2013
(51,951
)
 
(51,951
)
Total shareholders’ equity
3,009,443

 
3,035,844

Noncontrolling interest – operating partnership
 
 
 
3,553,566 and 3,556,556 common units outstanding as of September 30, 2014 and December 31, 2013, respectively
54,626

 
56,713

Noncontrolling interest – consolidated joint ventures
3,919

 
3,622

Total equity
3,067,988

 
3,096,179

Total liabilities, noncontrolling interest - operating partnership and equity
$
6,660,842

 
$
6,775,560


See accompanying notes.

5


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF LIBERTY PROPERTY TRUST
(Unaudited and in thousands, except per share amounts)
 
Three Months Ended
 
September 30, 2014
 
September 30, 2013
OPERATING REVENUE
 
 
 
Rental
$
143,294

 
$
110,260

Operating expense reimbursement
55,062

 
45,088

Total operating revenue
198,356

 
155,348

OPERATING EXPENSE
 
 
 
Rental property
33,105

 
27,634

Real estate taxes
25,595

 
18,925

General and administrative
14,748

 
17,217

Depreciation and amortization
58,578

 
39,159

Total operating expenses
132,026

 
102,935

Operating income
66,330

 
52,413

OTHER INCOME (EXPENSE)
 
 
 
Other income
6,230

 
4,512

Interest expense
(37,958
)
 
(33,542
)
Total other income (expense)
(31,728
)
 
(29,030
)
Income before loss on property dispositions, income taxes and equity in earnings of unconsolidated joint ventures
34,602

 
23,383

Loss on property dispositions
(20
)
 

Income taxes
(859
)
 
(629
)
Equity in earnings of unconsolidated joint ventures
1,592

 
650

Income from continuing operations
35,315

 
23,404

Discontinued operations (including net gain on property dispositions of $38 and $29 for the three months ended September 30, 2014 and 2013, respectively)
136

 
6,544

Net income
35,451

 
29,948

Noncontrolling interest – operating partnership
(944
)
 
(843
)
Noncontrolling interest – consolidated joint ventures
(84
)
 
(406
)
Net income available to common shareholders
$
34,423

 
$
28,699

 
 
 
 
Net income
$
35,451

 
$
29,948

Other comprehensive (loss) income - foreign currency translation
(13,000
)
 
4,927

Other comprehensive income - change in net unrealized gain on derivative instruments
666

 

Other comprehensive (loss) income
(12,334
)
 
4,927

Total comprehensive income
23,117

 
34,875

Less: comprehensive income attributable to noncontrolling interest
(739
)
 
(1,370
)
Comprehensive income attributable to common shareholders
$
22,378

 
$
33,505

Earnings per common share
 
 
 
Basic:
 
 
 
Income from continuing operations
$
0.23

 
$
0.16

Income from discontinued operations

 
0.05

Income per common share – basic
$
0.23

 
$
0.21

Diluted:
 
 
 
Income from continuing operations
$
0.23

 
$
0.16

Income from discontinued operations

 
0.05

Income per common share – diluted
$
0.23

 
$
0.21

Distributions per common share
$
0.475

 
$
0.475

Weighted average number of common shares outstanding
 
 
 
Basic
147,422

 
135,628

Diluted
148,088

 
136,328

Amounts attributable to common shareholders
 
 
 
Income from continuing operations
$
34,290

 
$
22,316

Discontinued operations
133

 
6,383

Net income available to common shareholders
$
34,423

 
$
28,699

See accompanying notes.

6


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF LIBERTY PROPERTY TRUST
(Unaudited and in thousands, except per share amounts)
 
Nine Months Ended
 
September 30, 2014
 
September 30, 2013
OPERATING REVENUE
 
 
 
Rental
$
421,620

 
$
321,932

Operating expense reimbursement
167,326

 
131,566

Total operating revenue
588,946

 
453,498

OPERATING EXPENSE
 
 
 
Rental property
103,728

 
79,547

Real estate taxes
75,812

 
55,788

General and administrative
48,077

 
53,466

Depreciation and amortization
173,184

 
113,906

Total operating expenses
400,801

 
302,707

Operating income
188,145

 
150,791

OTHER INCOME (EXPENSE)
 
 
 
Other income
11,785

 
14,269

Interest expense
(115,635
)
 
(89,414
)
Total other income (expense)
(103,850
)
 
(75,145
)
Income before gain on property dispositions, income taxes and equity in earnings of unconsolidated joint ventures
84,295

 
75,646

Gain on property dispositions
1,879

 

Income taxes
(2,083
)
 
(1,780
)
Equity in earnings of unconsolidated joint ventures
7,297

 
3,973

Income from continuing operations
91,388

 
77,839

Discontinued operations (including net gain on property dispositions of $46,291 and $49,367 for the nine months ended September 30, 2014 and 2013, respectively)
48,276

 
70,008

Net income
139,664

 
147,847

Noncontrolling interest – operating partnership
(3,618
)
 
(7,394
)
Noncontrolling interest – consolidated joint ventures
(474
)
 
(406
)
Net income available to common shareholders
$
135,572

 
$
140,047

 
 
 
 
Net income
$
139,664

 
$
147,847

Other comprehensive (loss) income - foreign currency translation
(5,189
)
 
115

Other comprehensive loss - change in net unrealized gain on derivative instruments
(990
)
 

Other comprehensive (loss) income
(6,179
)
 
115

Total comprehensive income
133,485

 
147,962

Less: comprehensive income attributable to noncontrolling interest
(3,948
)
 
(7,777
)
Comprehensive income attributable to common shareholders
$
129,537

 
$
140,185

Earnings per common share
 
 
 
Basic:
 
 
 
Income from continuing operations
$
0.60

 
$
0.58

Income from discontinued operations
0.32

 
0.54

Income per common share – basic
$
0.92

 
$
1.12

Diluted:
 
 
 
Income from continuing operations
$
0.60

 
$
0.57

Income from discontinued operations
0.32

 
0.54

Income per common share – diluted
$
0.92

 
$
1.11

Distributions per common share
$
1.425

 
$
1.425

Weighted average number of common shares outstanding
 
 
 
Basic
146,987

 
124,889

Diluted
147,661

 
125,655

Amounts attributable to common shareholders
 
 
 
Income from continuing operations
$
88,430

 
$
72,048

Discontinued operations
47,142

 
67,999

Net income available to common shareholders
$
135,572

 
$
140,047

See accompanying notes.


7


CONSOLIDATED STATEMENT OF EQUITY OF LIBERTY PROPERTY TRUST
(Unaudited and in thousands)
 
 
 
COMMON
SHARES OF
BENEFICIAL
INTEREST
 
ADDITIONAL
PAID-IN
CAPITAL
 
ACCUMULATED
OTHER
COMPREHENSIVE INCOME
 
DISTRIBUTIONS
IN EXCESS OF
NET INCOME
 
COMMON
SHARES
HELD
IN
TREASURY
 
TOTAL
LIBERTY
PROPERTY
TRUST
SHAREHOLDERS’
EQUITY
 
NONCONTROLL-
ING INTEREST -
OPERATING
PARTNERSHIP-
COMMON
 
NONCONTROLL-
ING INTEREST -
OPERATING
PARTNERSHIP –
PREFERRED
 
NONCONTROLL-
ING INTEREST -
CONSOLIDATED
JOINT
VENTURES
 
TOTAL
EQUITY
Balance at January 1, 2014
 
$
148

 
$
3,669,618

 
$
9,742

 
$
(591,713
)
 
$
(51,951
)
 
$
3,035,844

 
$
56,713

 
$

 
$
3,622

 
$
3,096,179

Net proceeds from the issuance of common shares
 
1

 
44,096

 

 

 

 
44,097

 

 

 

 
44,097

Net income
 

 

 

 
135,572

 

 
135,572

 
3,264

 
354

 
474

 
139,664

Distributions
 

 

 

 
(210,505
)
 

 
(210,505
)
 
(5,159
)
 
(354
)
 
(177
)
 
(216,195
)
Share-based compensation
 

 
10,422

 

 

 

 
10,422

 

 

 

 
10,422

Other comprehensive loss - foreign currency translation
 

 

 
(5,068
)
 

 

 
(5,068
)
 
(121
)
 

 

 
(5,189
)
Other comprehensive loss - change in net unrealized gain on derivative instruments
 

 

 
(967
)
 

 

 
(967
)
 
(23
)
 

 

 
(990
)
Redemption of noncontrolling interests – common units
 

 
48

 

 

 

 
48

 
(48
)
 

 

 

Balance at September 30, 2014
 
$
149

 
$
3,724,184

 
$
3,707

 
$
(666,646
)
 
$
(51,951
)
 
$
3,009,443

 
$
54,626

 
$

 
$
3,919

 
$
3,067,988


See accompanying notes.

8


CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST
(Unaudited and in thousands)
 
 
Nine Months Ended
 
September 30, 2014
 
September 30, 2013
OPERATING ACTIVITIES
 
 
 
Net income
$
139,664

 
$
147,847

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
176,207

 
137,302

Amortization of deferred financing costs
3,727

 
2,952

Equity in earnings of unconsolidated joint ventures
(7,297
)
 
(3,973
)
Distributions from unconsolidated joint ventures

 
613

Gain on property dispositions
(48,170
)
 
(49,367
)
Share-based compensation
10,422

 
8,174

Other
(5,202
)
 
(6,248
)
  Changes in operating assets and liabilities:
 
 
 
Restricted cash
28,469

 
(2,703
)
Accounts receivable
(4,771
)
 
231

Deferred rent receivable
(11,928
)
 
(6,171
)
Prepaid expenses and other assets
(38,882
)
 
(50,389
)
Accounts payable
18,824

 
15,494

Accrued interest
15,500

 
18,922

Other liabilities
(26,232
)
 
2,352

Net cash provided by operating activities
250,331

 
215,036

INVESTING ACTIVITIES
 
 
 
Investment in operating properties - acquisitions
(97,677
)
 
(161,404
)
Investment in operating properties - other
(61,480
)
 
(40,433
)
Investments in and advances to unconsolidated joint ventures
(13,894
)
 
(11,736
)
Distributions from unconsolidated joint ventures
10,213

 
6,825

Net proceeds from disposition of properties/land
351,301

 
134,024

Net proceeds from public reimbursement receivable/escrow
5,501

 
12,943

Investment in development in progress
(222,484
)
 
(81,736
)
Investment in land held for development
(73,547
)
 
(34,642
)
Investment in deferred leasing costs
(28,409
)
 
(22,996
)
Net cash used in investing activities
(130,476
)
 
(199,155
)
FINANCING ACTIVITIES
 
 
 
Net proceeds from issuance of common shares
44,097

 
954,481

Redemption of preferred units

 
(64,500
)
Proceeds from unsecured notes

 
448,646

Redemption of unsecured notes
(200,000
)
 

Proceeds from mortgage loans

 
10,401

Repayments of mortgage loans
(9,329
)
 
(3,977
)
Proceeds from credit facility
179,750

 
344,050

Repayments on credit facility
(38,800
)
 
(436,050
)
Payment of deferred financing costs
(3,622
)
 
(3,883
)
Distribution paid on common shares
(209,779
)
 
(170,970
)
Distribution paid on units/to consolidated joint venture partners
(5,692
)
 
(7,619
)
Net cash (used in) provided by financing activities
(243,375
)
 
1,070,579

Net (decrease) increase in cash and cash equivalents
(123,520
)
 
1,086,460

Decrease in cash and cash equivalents related to foreign currency translation
(808
)
 
(246
)
Cash and cash equivalents at beginning of period
163,414

 
38,356

Cash and cash equivalents at end of period
$
39,086

 
$
1,124,570


See accompanying notes.

9


CONSOLIDATED BALANCE SHEETS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Unaudited and in thousands, except unit amounts)
 
 
September 30, 2014
 
December 31, 2013
ASSETS
 
 
 
Real estate:
 
 
 
Land and land improvements
$
1,195,924

 
$
1,138,922

Building and improvements
5,413,512

 
5,142,480

Less accumulated depreciation
(1,177,726
)
 
(1,057,644
)
Operating real estate
5,431,710

 
5,223,758

Development in progress
250,506

 
209,187

Land held for development
265,864

 
233,055

Net real estate
5,948,080

 
5,666,000

Cash and cash equivalents
39,086

 
163,414

Restricted cash
22,918

 
51,456

Accounts receivable
18,571

 
13,900

Deferred rent receivable
111,823

 
99,956

Deferred financing and leasing costs, net of accumulated amortization (2014, $167,045; 2013, $140,933)
217,261

 
226,377

Investments in and advances to unconsolidated joint ventures
202,570

 
179,655

Assets held for sale
2,895

 
278,962

Prepaid expenses and other assets
97,638

 
95,840

Total assets
$
6,660,842

 
$
6,775,560

LIABILITIES
 
 
 
Mortgage loans
$
534,547

 
$
545,306

Unsecured notes
2,508,886

 
2,708,213

Credit facility
140,950

 

Accounts payable
65,668

 
70,406

Accrued interest
41,277

 
25,777

Distributions payable
72,046

 
71,323

Other liabilities
221,943

 
250,819

Total liabilities
3,585,317

 
3,671,844

Limited partners' equity - 301,483 preferred units outstanding as of September 30, 2014 and December 31, 2013
7,537

 
7,537

OWNERS’ EQUITY
 
 
 
General partner’s equity - 148,104,385 (net of 1,249,909 treasury units) and 146,596,892 (net of 1,249,909 treasury units) common units outstanding as of September 30, 2014 and December 31, 2013, respectively
3,009,443

 
3,035,844

Limited partners’ equity – 3,553,566 and 3,556,556 common units outstanding as of September 30, 2014 and December 31, 2013, respectively
54,626

 
56,713

Noncontrolling interest – consolidated joint ventures
3,919

 
3,622

Total owners’ equity
3,067,988

 
3,096,179

Total liabilities, limited partners' equity and owners’ equity
$
6,660,842

 
$
6,775,560


See accompanying notes.

10


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Unaudited and in thousands, except per unit amounts)
 
 
Three Months Ended
 
September 30, 2014
 
September 30, 2013
OPERATING REVENUE
 
 
 
Rental
$
143,294

 
$
110,260

Operating expense reimbursement
55,062

 
45,088

Total operating revenue
198,356

 
155,348

OPERATING EXPENSE
 
 
 
Rental property
33,105

 
27,634

Real estate taxes
25,595

 
18,925

General and administrative
14,748

 
17,217

Depreciation and amortization
58,578

 
39,159

Total operating expenses
132,026

 
102,935

Operating income
66,330

 
52,413

OTHER INCOME (EXPENSE)
 
 
 
Other income
6,230

 
4,512

Interest expense
(37,958
)
 
(33,542
)
Total other income (expense)
(31,728
)
 
(29,030
)
Income before loss on property dispositions, income taxes and equity in earnings of unconsolidated joint ventures
34,602

 
23,383

Loss on property dispositions
(20
)
 

Income taxes
(859
)
 
(629
)
Equity in earnings of unconsolidated joint ventures
1,592

 
650

Income from continuing operations
35,315

 
23,404

Discontinued operations (including net gain on property dispositions of $38 and $29 for the three months ended September 30, 2014 and 2013, respectively)
136

 
6,544

Net income
35,451

 
29,948

Noncontrolling interest – consolidated joint ventures
(84
)
 
(406
)
Preferred unit distributions
(118
)
 
(118
)
Income available to common unitholders
$
35,249

 
$
29,424

Net income
$
35,451

 
$
29,948

Other comprehensive (loss) income - foreign currency translation
(13,000
)
 
4,927

Other comprehensive income - change in net unrealized gain on derivative instruments
666

 

Other comprehensive (loss) income
(12,334
)
 
4,927

Total comprehensive income
$
23,117

 
$
34,875

Earnings per common unit
 
 
 
Basic:
 
 
 
Income from continuing operations
$
0.23

 
$
0.16

Income from discontinued operations

 
0.05

Income per common unit - basic
$
0.23

 
$
0.21

Diluted:
 
 
 
Income from continuing operations
$
0.23

 
$
0.16

Income from discontinued operations

 
0.05

Income per common unit - diluted
$
0.23

 
$
0.21

Distributions per common unit
$
0.475

 
$
0.475

Weighted average number of common units outstanding
 
 
 
        Basic
150,976

 
139,320

        Diluted
151,642

 
140,020

Net income allocated to general partners
$
34,423

 
$
28,699

Net income allocated to limited partners
$
944

 
$
843


See accompanying notes.

11


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Unaudited and in thousands, except per unit amounts)
 
 
Nine Months Ended
 
September 30, 2014
 
September 30, 2013
OPERATING REVENUE
 
 
 
Rental
$
421,620

 
$
321,932

Operating expense reimbursement
167,326

 
131,566

Total operating revenue
588,946

 
453,498

OPERATING EXPENSE
 
 
 
Rental property
103,728

 
79,547

Real estate taxes
75,812

 
55,788

General and administrative
48,077

 
53,466

Depreciation and amortization
173,184

 
113,906

Total operating expenses
400,801

 
302,707

Operating income
188,145

 
150,791

OTHER INCOME (EXPENSE)
 
 
 
Other income
11,785

 
14,269

Interest expense
(115,635
)
 
(89,414
)
Total other income (expense)
(103,850
)
 
(75,145
)
Income before gain on property dispositions, income taxes and equity in earnings of unconsolidated joint ventures
84,295

 
75,646

Gain on property dispositions
1,879

 

Income taxes
(2,083
)
 
(1,780
)
Equity in earnings of unconsolidated joint ventures
7,297

 
3,973

Income from continuing operations
91,388

 
77,839

Discontinued operations (including net gain on property dispositions of $46,291 and $49,367 for the nine months ended September 30, 2014 and 2013, respectively)
48,276

 
70,008

Net income
139,664

 
147,847

Noncontrolling interest – consolidated joint ventures
(474
)
 
(406
)
Preferred unit distributions
(354
)
 
(2,001
)
Excess of preferred unit redemption over carrying amount

 
(1,236
)
Income available to common unitholders
$
138,836

 
$
144,204

Net income
$
139,664

 
$
147,847

Other comprehensive (loss) income - foreign currency translation
(5,189
)
 
115

Other comprehensive loss - change in net unrealized gain on derivative instruments
(990
)
 

Other comprehensive (loss) income
(6,179
)
 
115

Total comprehensive income
$
133,485

 
$
147,962

Earnings per common unit
 
 
 
Basic:
 
 
 
Income from continuing operations
$
0.60

 
$
0.58

Income from discontinued operations
0.32

 
0.54

Income per common unit - basic
$
0.92

 
$
1.12

Diluted:
 
 
 
Income from continuing operations
$
0.60

 
$
0.57

Income from discontinued operations
0.32

 
0.54

Income per common unit - diluted
$
0.92

 
$
1.11

Distributions per common unit
$
1.425

 
$
1.425

Weighted average number of common units outstanding
 
 
 
        Basic
150,541

 
128,595

        Diluted
151,215

 
129,361

Net income allocated to general partners
$
135,572

 
$
140,047

Net income allocated to limited partners
$
3,618

 
$
7,394


See accompanying notes.

12



CONSOLIDATED STATEMENT OF OWNERS’ EQUITY OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(Unaudited and in thousands)
 
 
GENERAL
PARTNER’S
EQUITY
 
LIMITED
PARTNERS’
EQUITY  –
COMMON
UNITS
 
LIMITED
PARTNERS’
EQUITY  –
PREFERRED
UNITS
 
NONCONTROLLING
INTEREST –
CONSOLIDATED
JOINT VENTURES
 
TOTAL
OWNERS’
EQUITY
Balance at January 1, 2014
$
3,035,844

 
$
56,713

 
$

 
$
3,622

 
$
3,096,179

Contributions from partners
54,519

 

 

 

 
54,519

Distributions to partners
(210,505
)
 
(5,159
)
 
(354
)
 
(177
)
 
(216,195
)
Foreign currency translation
(5,068
)
 
(121
)
 

 

 
(5,189
)
Change in net unrealized gain on derivative instruments
(967
)
 
(23
)
 

 

 
(990
)
Net income
135,572

 
3,264

 
354

 
474

 
139,664

Redemption of limited partners common units for common shares
48

 
(48
)
 

 

 

Balance at September 30, 2014
$
3,009,443

 
$
54,626

 
$

 
$
3,919

 
$
3,067,988


See accompanying notes.

13


CONSOLIDATED STATEMENTS OF CASH FLOWS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Unaudited and in thousands)
 
 
Nine Months Ended
 
September 30, 2014
 
September 30, 2013
OPERATING ACTIVITIES
 
 
 
Net income
$
139,664

 
$
147,847

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
176,207

 
137,302

Amortization of deferred financing costs
3,727

 
2,952

Equity in earnings of unconsolidated joint ventures
(7,297
)
 
(3,973
)
Distributions from unconsolidated joint ventures

 
613

Gain on property dispositions
(48,170
)
 
(49,367
)
Share-based compensation
10,422

 
8,174

Other
(5,202
)
 
(6,248
)
  Changes in operating assets and liabilities:
 
 
 
Restricted cash
28,469

 
(2,703
)
Accounts receivable
(4,771
)
 
231

Deferred rent receivable
(11,928
)
 
(6,171
)
Prepaid expenses and other assets
(38,882
)
 
(50,389
)
Accounts payable
18,824

 
15,494

Accrued interest
15,500

 
18,922

Other liabilities
(26,232
)
 
2,352

Net cash provided by operating activities
250,331

 
215,036

INVESTING ACTIVITIES
 
 
 
Investment in operating properties - acquisitions
(97,677
)
 
(161,404
)
Investment in operating properties - other
(61,480
)
 
(40,433
)
Investments in and advances to unconsolidated joint ventures
(13,894
)
 
(11,736
)
Distributions from unconsolidated joint ventures
10,213

 
6,825

Net proceeds from disposition of properties/land
351,301

 
134,024

Net proceeds from public reimbursement receivable/escrow
5,501

 
12,943

Investment in development in progress
(222,484
)
 
(81,736
)
Investment in land held for development
(73,547
)
 
(34,642
)
Investment in deferred leasing costs
(28,409
)
 
(22,996
)
Net cash used in investing activities
(130,476
)
 
(199,155
)
FINANCING ACTIVITIES
 
 
 
Redemption of preferred units

 
(64,500
)
Proceeds from unsecured notes

 
448,646

Redemption of unsecured notes
(200,000
)
 

Proceeds from mortgage loans

 
10,401

Repayments of mortgage loans
(9,329
)
 
(3,977
)
Proceeds from credit facility
179,750

 
344,050

Repayments on credit facility
(38,800
)
 
(436,050
)
Payment of deferred financing costs
(3,622
)
 
(3,883
)
Capital contributions
44,097

 
954,481

Distributions to partners
(215,471
)
 
(178,589
)
Net cash (used in) provided by financing activities
(243,375
)
 
1,070,579

Net (decrease) increase in cash and cash equivalents
(123,520
)
 
1,086,460

Decrease in cash and cash equivalents related to foreign currency translation
(808
)
 
(246
)
Cash and cash equivalents at beginning of period
163,414

 
38,356

Cash and cash equivalents at end of period
$
39,086

 
$
1,124,570


See accompanying notes.

14


Liberty Property Trust and Liberty Property Limited Partnership
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2014
Note 1: Organization and Basis of Presentation
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 their consolidated subsidiaries, the “Company”). The Trust is the sole general partner and also a limited partner of the Operating Partnership, owning 97.7% of the common equity of the Operating Partnership at September 30, 2014. The Company provides leasing, property management, development, acquisition, and other tenant-related services. The Company owns and operates industrial properties nationally and owns and operates office properties primarily in Metro Philadelphia, Washington D.C. and certain sunbelt cities. Additionally, the Company owns certain assets in the United Kingdom. Unless otherwise indicated, the notes to the Consolidated Financial Statements apply to both the Trust and the Operating Partnership. The terms the “Company,” “we,” “our” and “us” mean the Trust and Operating Partnership collectively.
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“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 Company for the year ended December 31, 2013. 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 reclassified to conform to the current period presentation including reclassifying the accompanying statements of comprehensive income for discontinued operations.
Recently Issued Accounting Standards
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"), which changes the requirements for reporting discontinued operations. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. Generally, the sale of a real estate asset would not meet the discontinued operations criteria and would not be presented as such under ASU 2014-08. ASU 2014-08 also requires additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The Company has adopted the provisions of ASU 2014-08 effective January 1, 2014, and has applied the provisions prospectively.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance. The standard clarifies the required factors that an entity must consider when recognizing revenue. The standard also requires additional disclosures concerning contracts with customers, judgments concerning revenue recognition, and assets recognized for the costs to obtain or fulfill a contract. ASU 2014-09 is effective for the Company beginning January 1, 2017. The Company is evaluating the impact ASU 2014-09 will have on its financial position and results of operations.

15


Note 2: Income per Common Share of the Trust

The following table sets forth the computation of basic and diluted income per common share of the Trust (in thousands except per share amounts):
 
 
For the Three Months Ended
 
For the Three Months Ended
 
September 30, 2014
 
September 30, 2013
 
Income
(Loss) (Numerator)
 
Weighted
Average
Shares
(Denominator)
 
Per Share
 
Income
(Numerator)
 
Weighted
Average
Shares
(Denominator)
 
Per Share
Basic income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations net of noncontrolling interest
$
34,290

 
147,422

 
$
0.23

 
$
22,316

 
135,628

 
$
0.16

Dilutive shares for long-term compensation plans

 
666

 
 
 

 
700

 
 
Diluted income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations net of noncontrolling interest
$
34,290

 
148,088

 
$
0.23

 
$
22,316

 
136,328

 
$
0.16

Basic income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations net of noncontrolling interest
$
133

 
147,422

 
$

 
$
6,383

 
135,628

 
$
0.05

Dilutive shares for long-term compensation plans

 
666

 
 
 

 
700

 
 
Diluted income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations net of noncontrolling interest
$
133

 
148,088

 
$

 
$
6,383

 
136,328

 
$
0.05

Basic income per common share
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
$
34,423

 
147,422

 
$
0.23

 
$
28,699

 
135,628

 
$
0.21

Dilutive shares for long-term compensation plans

 
666

 
 
 

 
700

 
 
Diluted income per common share
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
$
34,423

 
148,088

 
$
0.23

 
$
28,699

 
136,328

 
$
0.21

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

16


 
For the Nine Months Ended
 
For the Nine Months Ended
 
September 30, 2014
 
September 30, 2013
 
Income
(Numerator)
 
Weighted
Average
Shares
(Denominator)
 
Per Share
 
Income
(Numerator)
 
Weighted
Average
Shares
(Denominator)
 
Per Share
Basic income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations net of noncontrolling interest
$
88,430

 
146,987

 
$
0.60

 
$
72,048

 
124,889

 
$
0.58

Dilutive shares for long-term compensation plans

 
674

 
 
 

 
766

 
 
Diluted income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations net of noncontrolling interest
88,430

 
147,661

 
$
0.60

 
72,048

 
125,655

 
$
0.57

Basic income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations net of noncontrolling interest
47,142

 
146,987

 
$
0.32

 
67,999

 
124,889

 
$
0.54

Dilutive shares for long-term compensation plans

 
674

 
 
 

 
766

 
 
Diluted income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations net of noncontrolling interest
47,142

 
147,661

 
$
0.32

 
67,999

 
125,655

 
$
0.54

Basic income per common share
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
135,572

 
146,987

 
$
0.92

 
140,047

 
124,889

 
$
1.12

Dilutive shares for long-term compensation plans

 
674

 
 
 

 
766

 
 
Diluted income per common share
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
$
135,572

 
147,661

 
$
0.92

 
$
140,047

 
125,655

 
$
1.11


Dilutive shares for long-term compensation plans represent the unvested common shares outstanding during the periods as well as the dilutive effect of outstanding options. The amount of anti-dilutive options excluded from the computation of diluted income per common share for the three and nine months ended September 30, 2014 were 1,183,000 and 850,000, respectively, as compared to 994,000 and 959,000, respectively, for the same periods in 2013.
During the three months ended September 30, 2014, no common shares were issued upon the exercise of options. During the nine months ended September 30, 2014, 43,000 common shares were issued upon the exercise of options. During the year ended December 31, 2013, 504,000 common shares were issued upon the exercise of options.



17


Note 3: Income per Common Unit of the Operating Partnership

The following table sets forth the computation of basic and diluted income per common unit of the Operating Partnership (in thousands, except per unit amounts):
 
 
For the Three Months Ended
 
For the Three Months Ended
 
September 30, 2014
 
September 30, 2013
 
Income
(Loss) (Numerator)
 
Weighted
Average Units
(Denominator)
 
Per Unit
 
Income
(Numerator)
 
Weighted
Average Units
(Denominator)
 
Per Unit
Income from continuing operations - net of noncontrolling interest - consolidated joint ventures
$
35,231

 
 
 
 
 
$
22,998

 
 
 
 
Less: Preferred unit distributions
(118
)
 
 
 
 
 
(118
)
 
 
 
 
Basic income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations available to common unitholders
$
35,113

 
150,976

 
$
0.23

 
$
22,880

 
139,320

 
$
0.16

Dilutive units for long-term compensation plans

 
666

 
 
 

 
700

 
 
Diluted income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations available to common unitholders
$
35,113

 
151,642

 
$
0.23

 
$
22,880

 
140,020

 
$
0.16

Basic income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
$
136

 
150,976

 
$

 
$
6,544

 
139,320

 
$
0.05

Dilutive units for long-term compensation plans

 
666

 
 
 

 
700

 
 
Diluted income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
$
136

 
151,642

 
$

 
$
6,544

 
140,020

 
$
0.05

Basic income per common unit
 
 
 
 
 
 
 
 
 
 
 
Income available to common unitholders
$
35,249

 
150,976

 
$
0.23

 
$
29,424

 
139,320

 
$
0.21

Dilutive units for long-term compensation plans

 
666

 
 
 

 
700

 
 
Diluted income per common unit
 
 
 
 
 
 
 
 
 
 
 
Income available to common unitholders
$
35,249

 
151,642

 
$
0.23

 
$
29,424

 
140,020

 
$
0.21

 
 
 
 
 
 
 
 
 
 
 
 

18


 
For the Nine Months Ended
 
For the Nine Months Ended
 
September 30, 2014
 
September 30, 2013
 
Income
(Numerator)
 
Weighted
Average Units
(Denominator)
 
Per Unit
 
Income
(Numerator)
 
Weighted
Average Units
(Denominator)
 
Per Unit
Income from continuing operations net of noncontrolling interest - consolidated joint ventures
$
90,914

 
 
 
 
 
$
77,433

 
 
 
 
Less: Preferred unit distributions
(354
)
 
 
 
 
 
(2,001
)
 
 
 
 
Excess of preferred unit redemption over carrying amount

 
 
 
 
 
(1,236
)
 
 
 
 
Basic income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations available to common unitholders
90,560

 
150,541

 
$
0.60

 
74,196

 
128,595

 
$
0.58

Dilutive units for long-term compensation plans

 
674

 
 
 

 
766

 
 
Diluted income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations available to common unitholders
90,560

 
151,215

 
$
0.60

 
74,196

 
129,361

 
$
0.57

Basic income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
48,276

 
150,541

 
$
0.32

 
70,008

 
128,595

 
$
0.54

Dilutive units for long-term compensation plans

 
674

 
 
 

 
766

 
 
Diluted income from discontinued operations