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): February 7, 2012
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
Maryland Pennsylvania |
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1-13130 1-13132 |
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23-7768996 23-2766549 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
500 Chesterfield Parkway Malvern, PA |
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19355 |
(Address of principal executive offices) |
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(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 2.02. Results of Operations and Financial Condition.
On February 7, 2012, the Registrants issued a press release announcing the Registrants financial results for the quarter and year ended December 31, 2011. As set forth below, the Registrants are furnishing the press release as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) |
Financial Statements of Businesses Acquired. |
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None. |
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(b) |
Pro Forma Financial Information. |
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None. |
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(c) |
Shell Company Transactions. |
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None. |
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(d) |
Exhibits. |
Exhibit Number |
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Exhibit Title |
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99.1 |
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Press Release by the Registrants, dated February 7, 2012, furnished in accordance with Item 2.02 of this 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.
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LIBERTY PROPERTY TRUST | ||
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By: |
/s/ James J. Bowes | |
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Name: |
James J. Bowes |
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Title: |
Secretary and General Counsel |
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LIBERTY PROPERTY | ||
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LIMITED PARTNERSHIP | ||
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By: |
Liberty Property Trust, its sole | |
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General Partner | |
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By: |
/s/ James J. Bowes | |
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Name: |
James J. Bowes |
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Title: |
Secretary and General Counsel |
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Dated: February 7, 2012 |
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Exhibit 99.1
Press Release |
For Immediate Release |
Inquiries: |
Jeanne A. Leonard |
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Liberty Property Trust |
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610/648-1704 |
LIBERTY PROPERTY TRUST ANNOUNCES
FOURTH QUARTER AND FULL YEAR RESULTS
Malvern, PA, February 7, 2012 Liberty Property Trust (NYSE:LRY) reported that funds from operations available to common shareholders (diluted) (FFO) for the fourth quarter of 2011 was $0.63 per share, compared to $0.65 per share for the fourth quarter of 2010. Funds from operations for the fourth quarter of 2011 include termination fees of $0.7 million.
For the year ended December 31, 2011, FFO per share was $2.61, and included $3.6 million in termination fees. This compares to FFO of $2.66 per share for 2010, which included $6.5 million in termination fees.
Net income per common share (diluted) was $0.30 per share for the quarter ended December 31, 2011, compared to $0.26 per share (diluted) for the quarter ended December 31, 2010. Net income for the full year 2011 was $1.59 per common share, compared with $1.12 per share for 2010.
Last year at this time we believed that 2011 would present interesting new opportunities to add value to our portfolio through acquisitions, development and strategic sales. That prediction was borne out beyond our expectations, said Bill Hankowsky, chairman and chief executive officer. Industrial markets are continuing to firm and have provided new opportunities for development. The transaction market has provided us with opportunities to selectively acquire while, at the same time, accelerate our strategic disposition of non-core suburban office properties. We believe 2012 will provide similar opportunities to add additional value.
Portfolio Performance
Leasing: At December 31, 2011, Libertys in-service portfolio of 79.4 million square feet was 91.3% occupied, compared to 89.9% at the end of the third quarter. During the quarter, Liberty completed lease transactions totaling 4.6 million square feet of space. Liberty leased 15.8 million square feet in 2011.
Same Store Performance: Property level operating income for same store properties increased by 3.6% on a cash basis and by 1.9% on a straight line basis for the fourth quarter of 2011 compared to the same quarter in 2010 and increased by 3.0% on a cash basis and 1.0% on a straight line basis for the full year 2011 compared to 2010.
-more-
Capital Activities and Balance Sheet Management
Property Sales: During the fourth quarter, Liberty sold three operating properties, which contained 484,000 square feet of leaseable space and 39 acres of land for $27.4 million. The properties were 100% leased at the time of the sale.
The balance sheet as of December 31, 2011 reflects $195.6 million of assets held for sale. These assets consist primarily of a portfolio of suburban office and flex properties under contract for sale, with closing anticipated late in the first quarter.
Real Estate Investments
Acquisitions: During the quarter, Liberty acquired 11 properties for $125.3 million. The properties total 1.5 million square feet of space, and are 90.5% leased at a current yield of 6.3%. The acquired properties consist of Crosspoint Center, a 1.1 million square foot multi-tenant industrial park in Charlotte, NC comprising seven properties; Charlotte Distribution Center South, a two-building, 270,000 square foot complex also in Charlotte; a 47,000 square foot flex building in Tempe, Arizona; and a 146,000 square foot office property in Washington, DC.
Development: Liberty began development of three wholly-owned properties totaling 1.5 million square feet for a projected investment of $117.1 million. The properties consist of a speculative, 1.2 million square foot distribution center in Bethlehem, PA; a 156,000 square foot build-to-suit distribution building in Charlotte, NC; and a 153,000 square foot build-to-suit office property in Philadelphia.
About the Company
Liberty Property Trust (NYSE:LRY) is a leader in commercial real estate, serving customers in the United States and United Kingdom, through the development, acquisition, ownership and management of superior office and industrial properties. Libertys 79 million square foot portfolio includes approximately 700 properties which provide office, distribution and light manufacturing facilities to 1,900 tenants.
Additional information about the Company, including Libertys Quarterly Supplemental Package with detailed financial information is available in the Investors section of the Companys web site at www.libertyproperty.com. If you are unable to access the web site, a copy of the supplemental package may be obtained by contacting Liberty by phone at 610-648-1704, or by e-mail to jleonard@libertyproperty.com.
Liberty will host a conference call during which management will discuss fourth quarter results, on Tuesday, February 7, 2012, at 1 p.m. Eastern Time. To access the conference call, please dial 1-888-870-2815. The passcode needed for access is 44917458. A replay of the call will be available until February 21, 2012, by dialing 1-855-859-2056 using the same passcode as above. The call can also be accessed via the Internet on the Investors page of Libertys web site at www.libertyproperty.com.
The statements contained in this press release may include forward-looking statements within the meaning of the federal securities law. Although Liberty believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. As forward-looking statements, these statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the expected results. These factors include, without limitation, the uncertainties affecting real estate businesses generally (such as entry into new leases, renewals of leases and dependence on tenants business operations), risks relating to our ability to maintain and increase property occupancy and rental rates, the financial condition of tenants, the uncertainties of real estate development and construction activity, the costs and availability of financing, the effects of local economic and market conditions, regulatory changes, potential liability relative to environmental matters and other risks and uncertainties detailed in the companys filings with the Securities and Exchange Commission. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.
Liberty Property Trust
Statement of Operations
December 31, 2011
(In thousands, except per share amounts)
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Quarter Ended |
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Year Ended |
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December 31, 2011 |
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December 31, 2010 |
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December 31, 2011 |
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December 31, 2010 |
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(unaudited) |
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Operating Revenue |
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Rental |
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$ |
118,905 |
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$ |
117,323 |
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$ |
466,984 |
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$ |
463,240 |
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Operating expense reimbursement |
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50,896 |
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47,208 |
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200,610 |
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193,761 |
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Total operating revenue |
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169,801 |
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164,531 |
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667,594 |
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657,001 |
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Operating Expenses |
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Rental property |
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34,483 |
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35,165 |
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127,266 |
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128,180 |
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Real estate taxes |
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18,484 |
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15,644 |
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77,618 |
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75,489 |
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General and administrative |
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16,550 |
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12,753 |
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59,370 |
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52,747 |
| ||||
Depreciation and amortization |
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40,255 |
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38,469 |
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157,349 |
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150,692 |
| ||||
Total operating expenses |
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109,772 |
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102,031 |
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421,603 |
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407,108 |
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Operating Income |
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60,029 |
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62,500 |
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245,991 |
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249,893 |
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Other Income/Expense |
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Interest and other |
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1,471 |
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2,027 |
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8,397 |
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9,695 |
| ||||
Interest |
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(29,880 |
) |
(33,123 |
) |
(122,075 |
) |
(132,571 |
) | ||||
Total other income/expense |
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(28,409 |
) |
(31,096 |
) |
(113,678 |
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(122,876 |
) | ||||
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Income before property dispositions, income taxes, noncontrolling interest and equity in earnings of unconsolidated joint ventures |
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31,620 |
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31,404 |
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132,313 |
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127,017 |
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Gain on property dispositions |
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1,664 |
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1,682 |
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5,025 |
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4,238 |
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Income taxes |
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(51 |
) |
(306 |
) |
(1,020 |
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(1,736 |
) | ||||
Equity in earnings of unconsolidated joint ventures |
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1,026 |
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734 |
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3,496 |
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2,296 |
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Income from continuing operations |
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34,259 |
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33,514 |
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139,814 |
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131,815 |
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Discontinued operations (including net gain on property dispositions of $5,860 and $221 for the quarters ended December 31, 2011 and 2010 and $60,582 and $6,857 for the years ended December 31, 2011 and 2010) |
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6,929 |
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3,019 |
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70,839 |
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21,560 |
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Net Income |
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41,188 |
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36,533 |
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210,653 |
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153,375 |
| ||||
Noncontrolling interest - operating partnerships |
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(6,394 |
) |
(6,293 |
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(27,163 |
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(25,448 |
) | ||||
Noncontrolling interest - consolidated joint ventures |
|
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|
(118 |
) |
511 |
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(165 |
) | ||||
Net Income available to common shareholders |
|
$ |
34,794 |
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$ |
30,122 |
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$ |
184,001 |
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$ |
127,762 |
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Basic income per common share |
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Continuing operations |
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$ |
0.24 |
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$ |
0.24 |
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$ |
1.00 |
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$ |
0.95 |
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Discontinued operations |
|
$ |
0.06 |
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$ |
0.03 |
|
$ |
0.60 |
|
$ |
0.18 |
|
Total basic income per common share |
|
$ |
0.30 |
|
$ |
0.27 |
|
$ |
1.60 |
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$ |
1.13 |
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Diluted income per common share |
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|
|
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| ||||
Continuing operations |
|
$ |
0.24 |
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$ |
0.23 |
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$ |
1.00 |
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$ |
0.94 |
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Discontinued operations |
|
$ |
0.06 |
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$ |
0.03 |
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$ |
0.59 |
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$ |
0.18 |
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Total diluted income per common share |
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$ |
0.30 |
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$ |
0.26 |
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$ |
1.59 |
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$ |
1.12 |
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| ||||
Weighted average shares |
|
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| ||||
Basic |
|
115,373 |
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113,550 |
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114,755 |
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112,924 |
| ||||
Diluted |
|
116,090 |
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114,342 |
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115,503 |
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113,606 |
| ||||
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Amounts attributable to common shareholders |
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|
|
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|
|
|
|
| ||||
Income from continuing operations |
|
$ |
28,085 |
|
$ |
27,203 |
|
$ |
115,471 |
|
$ |
106,924 |
|
Discontinued operations |
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6,709 |
|
2,919 |
|
68,530 |
|
20,838 |
| ||||
Net income |
|
$ |
34,794 |
|
$ |
30,122 |
|
$ |
184,001 |
|
$ |
127,762 |
|
Liberty Property Trust
Statement of Funds From Operations
December 31, 2011
(Unaudited and in thousands, except per share amounts)
|
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Quarter Ended |
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Year Ended |
| ||||||||||||||||||||
|
|
December 31, 2011 |
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December 31, 2010 |
|
December 31, 2011 |
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December 31, 2010 |
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Per |
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Per |
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Per |
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Per |
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Weighted |
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Weighted |
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Weighted |
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Weighted |
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Average |
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Average |
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Average |
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Average |
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Dollars |
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Share |
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Dollars |
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Share |
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Dollars |
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Share |
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Dollars |
|
Share |
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Reconciliation of net income to FFO - basic: |
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|
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|
|
|
|
|
|
|
|
| ||||||||
Basic - income available to common shareholders |
|
$ |
34,794 |
|
$ |
0.30 |
|
$ |
30,122 |
|
$ |
0.27 |
|
$ |
184,001 |
|
$ |
1.60 |
|
$ |
127,762 |
|
$ |
1.13 |
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|
|
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|
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Adjustments: |
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|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Depreciation and amortization of unconsolidated joint ventures |
|
3,549 |
|
|
|
3,674 |
|
|
|
14,452 |
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|
|
14,927 |
|
|
| ||||||||
Depreciation and amortization |
|
42,123 |
|
|
|
43,439 |
|
|
|
168,435 |
|
|
|
171,682 |
|
|
| ||||||||
Gain on property dispositions |
|
(6,066 |
) |
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|
(1,263 |
) |
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|
(61,198 |
) |
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|
(6,669 |
) |
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| ||||||||
Noncontrolling interest share in addback for depreciation and amortization and gain on property dispositions |
|
(1,258 |
) |
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|
(1,524 |
) |
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|
(3,925 |
) |
|
|
(6,009 |
) |
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Funds from operations available to common shareholders - basic |
|
$ |
73,142 |
|
$ |
0.63 |
|
$ |
74,448 |
|
$ |
0.66 |
|
$ |
301,765 |
|
$ |
2.63 |
|
$ |
301,693 |
|
$ |
2.67 |
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Reconciliation of net income to FFO - diluted: |
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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Diluted - income available to common shareholders |
|
$ |
34,794 |
|
$ |
0.30 |
|
$ |
30,122 |
|
$ |
0.26 |
|
$ |
184,001 |
|
$ |
1.59 |
|
$ |
127,762 |
|
$ |
1.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Depreciation and amortization of unconsolidated joint ventures |
|
3,549 |
|
|
|
3,674 |
|
|
|
14,452 |
|
|
|
14,927 |
|
|
| ||||||||
Depreciation and amortization |
|
42,123 |
|
|
|
43,439 |
|
|
|
168,435 |
|
|
|
171,682 |
|
|
| ||||||||
Gain on property dispositions |
|
(6,066 |
) |
|
|
(1,263 |
) |
|
|
(61,198 |
) |
|
|
(6,669 |
) |
|
| ||||||||
Noncontrolling interest excluding preferred unit distributions |
|
1,141 |
|
|
|
1,040 |
|
|
|
6,151 |
|
|
|
4,436 |
|
|
| ||||||||
Funds from operations available to common shareholders - diluted |
|
$ |
75,541 |
|
$ |
0.63 |
|
$ |
77,012 |
|
$ |
0.65 |
|
$ |
311,841 |
|
$ |
2.61 |
|
$ |
312,138 |
|
$ |
2.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| ||||||||
Reconciliation of weighted average shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Weighted average common shares - all basic calculations |
|
115,373 |
|
|
|
113,550 |
|
|
|
114,755 |
|
|
|
112,924 |
|
|
| ||||||||
Dilutive shares for long term compensation plans |
|
717 |
|
|
|
792 |
|
|
|
748 |
|
|
|
682 |
|
|
| ||||||||
Diluted shares for net income calculations |
|
116,090 |
|
|
|
114,342 |
|
|
|
115,503 |
|
|
|
113,606 |
|
|
| ||||||||
Weighted average common units |
|
3,809 |
|
|
|
3,942 |
|
|
|
3,869 |
|
|
|
3,947 |
|
|
| ||||||||
Diluted shares for Funds from operations calculations |
|
119,899 |
|
|
|
118,284 |
|
|
|
119,372 |
|
|
|
117,553 |
|
|
|
The Company believes that the calculation of Funds from operations is helpful to investors and management as it is a measure of the Companys operating performance that excludes depreciation and amortization and gains and losses from property dispositions. As a result, year over year comparison of Funds from operations reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs, providing perspective not immediately apparent from net income. In addition, management believes that Funds from operations provides useful information to the investment community about the Companys financial performance when compared to other REITs since Funds from operations is generally recognized as the standard for reporting the operating performance of a REIT. Funds from operations available to common shareholders is defined by NAREIT as net income (computed in accordance with generally accepted accounting principles (GAAP)), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Funds from operations available to common shareholders does not represent net income or cash flows from operations as defined by GAAP and does not necessarily indicate that cash flows will be sufficient to fund cash needs. It should not be considered as an alternative to net income as an indicator of the Companys operating performance or to cash flows as a measure of liquidity. Funds from operations available to common shareholders also does not represent cash flows generated from operating, investing or financing activities as defined by GAAP.
Liberty Property Trust
Balance Sheet
December 31, 2011
(In thousands, except share amounts)
|
|
December 31, 2011 |
|
December 31, 2010 |
| ||
Assets |
|
|
|
|
| ||
Real estate: |
|
|
|
|
| ||
Land and land improvements |
|
$ |
856,783 |
|
$ |
801,271 |
|
Building and improvements |
|
4,117,179 |
|
3,902,891 |
| ||
Less: accumulated depreciation |
|
(1,062,230 |
) |
(938,044 |
) | ||
|
|
|
|
|
| ||
Operating real estate |
|
3,911,732 |
|
3,766,118 |
| ||
|
|
|
|
|
| ||
Development in progress |
|
88,848 |
|
|
| ||
Land held for development |
|
219,375 |
|
203,811 |
| ||
|
|
|
|
|
| ||
Net real estate |
|
4,219,955 |
|
3,969,929 |
| ||
|
|
|
|
|
| ||
Cash and cash equivalents |
|
18,204 |
|
108,409 |
| ||
Restricted cash |
|
63,659 |
|
49,526 |
| ||
Accounts receivable |
|
8,192 |
|
6,898 |
| ||
Deferred rent receivable |
|
103,008 |
|
99,779 |
| ||
Deferred financing and leasing costs, net of accumulated amortization (2011, $124,051; 2010, $108,144) |
|
130,210 |
|
128,536 |
| ||
Investments in and advances to unconsolidated joint ventures |
|
174,687 |
|
171,916 |
| ||
Assets held for sale |
|
195,572 |
|
456,181 |
| ||
Prepaid expenses and other assets |
|
76,186 |
|
73,625 |
| ||
|
|
|
|
|
| ||
Total assets |
|
$ |
4,989,673 |
|
$ |
5,064,799 |
|
|
|
|
|
|
| ||
Liabilities |
|
|
|
|
| ||
Mortgage loans |
|
$ |
290,819 |
|
$ |
320,679 |
|
Unsecured notes |
|
1,792,643 |
|
2,039,143 |
| ||
Credit facility |
|
139,400 |
|
|
| ||
Accounts payable |
|
23,418 |
|
23,652 |
| ||
Accrued interest |
|
24,147 |
|
29,821 |
| ||
Dividend and distributions payable |
|
56,958 |
|
56,149 |
| ||
Other liabilities |
|
202,532 |
|
156,803 |
| ||
|
|
|
|
|
| ||
Total liabilities |
|
2,529,917 |
|
2,626,247 |
| ||
|
|
|
|
|
| ||
Equity |
|
|
|
|
| ||
Shareholders equity: |
|
|
|
|
| ||
Common shares of beneficial interest, $.001 par value, 183,987,000 shares authorized, 117,352,353 (includes 1,249,909 in treasury) and 115,530,608 (includes 1,249,909 in treasury) shares issued and outstanding as of December 31, 2011 and 2010, respectively |
|
117 |
|
116 |
| ||
Additional paid-in capital |
|
2,617,355 |
|
2,560,193 |
| ||
Accumulated other comprehensive loss |
|
(429 |
) |
(155 |
) | ||
Distributions in excess of net income |
|
(461,496 |
) |
(426,017 |
) | ||
Common shares in treasury, at cost, 1,249,909 shares as of December 31, 2011 and 2010 |
|
(51,951 |
) |
(51,951 |
) | ||
Total shareholders equity |
|
2,103,596 |
|
2,082,186 |
| ||
|
|
|
|
|
| ||
Noncontrolling interest - operating partnership |
|
|
|
|
| ||
3,808,746 and 3,928,733 common units outstanding as of December 31, 2011 and 2010, respectively |
|
64,426 |
|
67,621 |
| ||
9,740,000 preferred units outstanding as of December 31, 2011 and 2010 |
|
287,959 |
|
287,959 |
| ||
Noncontrolling interest - consolidated joint ventures |
|
3,775 |
|
786 |
| ||
|
|
|
|
|
| ||
Total equity |
|
2,459,756 |
|
2,438,552 |
| ||
|
|
|
|
|
| ||
Total liabilities & equity |
|
$ |
4,989,673 |
|
$ |
5,064,799 |
|